BKHAU seeks 18-month SPAC deadline boost with $0.033/share top-up

Black Hawk Acquisition Corp. (NASDAQ: BKHAU) has issued a definitive additional proxy filing (DEFA14A) to supplement its prior proxy materials for the upcoming Extraordinary General Meeting ("EGM").

Rhea-AI Filing Summary

Black Hawk Acquisition Corp. (NASDAQ: BKHAU) has issued a definitive additional proxy filing (DEFA14A) to supplement its prior proxy materials for the upcoming Extraordinary General Meeting ("EGM"). The supplement focuses on one material item—the Trust Agreement Amendment Proposal—and clarifies logistics for the adjourned EGM.

Key date changes: the EGM, originally scheduled for 12:00 p.m. ET on 20 June 2025, has been adjourned to 23 June 2025 at 2:00 p.m. ET and will be held virtually. Only shareholders of record on 2 June 2025 (8,929,500 ordinary shares outstanding) may vote.

Extension mechanics: shareholders are asked to approve an Extension Proposal that moves the SPAC’s current “Termination Date” for completing an initial business combination from 22 June 2025 to 22 December 2026. To align the trust, the Trust Agreement Amendment Proposal would permit the Company to extend the deadline up to 18 one-month increments. For each monthly extension, Black Hawk would deposit $0.033 per outstanding public share into the trust account, protecting the per-share cash held in trust for any remaining shareholders.

Shareholder actions: • Votes submitted previously remain valid unless changed or revoked. • Redemption requests already filed may be reversed by contacting Continental Stock Transfer & Trust Company. • New votes, vote changes, or redemption reversals follow the procedures outlined in the original proxy statement.

The supplement does not modify any other proposal in the proxy statement. Management, led by CEO Kent Louis Kaufman, urges shareholders to vote promptly to ensure quorum and representation.

Insights

SPAC Analyst

TL;DR: Filing seeks 18-month extension with $0.033/share monthly top-ups, giving Black Hawk more runway to secure a deal.

This additional proxy material is primarily procedural but has material implications. By extending the deadline to 22 December 2026 and tying each month to a $0.033 per-share cash infusion, management preserves trust value while gaining flexibility. The capital commitment (≈$0.594 per share if all 18 extensions are used) enhances downside protection for non-redeeming holders, a constructive signal versus typical “no-top-up” extensions. However, the filing also signals the SPAC has yet to identify a definitive target with only days left before the original deadline. Investor impact hinges on confidence in management’s ability to source an accretive transaction within the extended horizon.

Corporate Governance Expert

TL;DR: Governance-focused supplement clarifies voting rights, redemption reversals, and record-date eligibility—no structural changes beyond extension terms.

The filing follows SEC proxy rules, providing clear notice of the adjourned meeting, record date, and mechanics for proxy revocation. The incremental $0.033/share contribution aligns directors’ fiduciary duty to protect shareholder funds while pursuing a combination. No dilution, warrant repricing, or governance amendments are proposed, so overall corporate-governance impact is limited and shareholder-friendly in providing optionality.

FAQ

What is Black Hawk Acquisition Corp. (BKHAU) asking shareholders to approve?

Shareholders will vote on extending the SPAC’s deadline from 22 Jun 2025 to 22 Dec 2026 and amending the trust agreement to allow 18 one-month extensions with $0.033 per-share deposits.

When will the rescheduled BKHAU Extraordinary General Meeting occur?

The EGM is now set for 23 June 2025 at 2:00 p.m. Eastern Time and will be held virtually.

How much will be added to the trust account for each extension month?

Black Hawk will deposit $0.033 per public share into the trust account for every one-month extension used.

Do BKHAU shareholders need to vote again if they already voted?

No. Prior votes remain valid unless shareholders choose to change or revoke them.

Can redemption requests be reversed?

Yes. Shareholders who previously requested redemption can reverse it by contacting Continental Stock Transfer & Trust Company before the new meeting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/20/2025 - 03:59 PM Learn about SEC filing dates

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 14A

 

 

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

Filed by the Registrant ☒

 

Filed by a Party other than the Registrant ☐

 

Check the appropriate box:

 

☐	Preliminary Proxy Statement
 	 
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 	 
☐	Definitive Proxy Statement
 	 
☒	Definitive Additional Materials
 	 
☐	Soliciting Material under §240.14a-12

 

BLACK HAWK ACQUISITION CORPORATION

 

(Name of Registrant as Specified In Its Charter)

 

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

☒ No fee required.

 

☐ Fee paid previously with preliminary materials.

 

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1).

 

 

 

 

 

Dear Black Hawk Acquisition Corporation Shareholders:

 

On June 10, 2025, Black Hawk Acquisition Corp. (the “Company”) filed Amendment No. 1 to the definitive proxy statement, and on June 20, 2025, the Company filed a supplement to the definitive proxy statement (collectively, the “Proxy Statement”; capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Company’s extraordinary general meeting of shareholders (the “EGM”), to be held on June 20, 2025, 12 p.m. Eastern Time on such other date and at such other place to which the EGM may be adjourned. On June 20, 2025, the Company filed a Current Report on Form 8-K to disclose that the EGM had been adjourned to June 23, 2025, at 2:00 p.m. Eastern Time, and that it will continue to be held virtually.

 

The Company is filing this supplement (this “Supplement”) to its Proxy Statement to modify the terms of the Trust Agreement Amendment Proposal as described below. This Supplement should be read in conjunction with the Proxy Statement, and other than the addition described below, this Supplement does not modify any other information in the Proxy Statement. From and after the date of this Supplement, any references to the “Proxy Statement” are to the Proxy Statement as supplemented hereby.

 

As previously stated in the Proxy Statement, at the EGM, the Company’s shareholders will be asked to consider and vote on, among other things, the Extension Proposal to amend the Company’s Second amended and restated memorandum and articles of association to extend the date (the “Termination Date”) by which the Company has to consummate an initial business combination (the “Extension”) from June 22, 2025 to December 22, 2026 (the “Extended Date”). Additionally, shareholders will be asked to consider and vote on the Trust Agreement Amendment proposal to amend the Company’s Investment Management Trust Agreement, dated as of March 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company to extend the Termination Date up to eighteen (18) times for an additional one (1) month each time, from the current Termination Date to the Extended Date, by depositing into the trust account an amount equal to $0.033 multiplied by the number of ordinary shares sold to the public in the Company’s initial public offering and that remain outstanding after giving effect to are redeemed in connection with the Extension Proposal.

 

If you have already voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. In addition, shareholders who have already submitted a redemption request with respect to the shares held by them may reverse such request by contacting Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attn: SPAC Redemptions (e-mail: spacredemptions@continentalstock.com). If you would like to change or revoke your prior vote on any proposal, or reverse a redemption request, please refer to the Proxy Statement for additional information on how to do so.

 

Only holders of record of the Company’s ordinary shares as of the close of business on June 2, 2025, which is the record date for the EGM (the “Record Date”), are entitled to notice of, and to vote at, the EGM or any adjournment or postponement thereof. On the Record Date, 8,929,500 ordinary shares were outstanding and entitled to vote. The Company’s right holders do not have voting rights at the EGM.

 

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You should read the Proxy Statement and other documents that the Company has filed with the SEC, together with this Supplement, for more complete information about the Company and the proposals. If you have questions about the proposals or if you need additional copies of the Proxy Statement or the accompanying proxy card you should contact:

 

Black Hawk Acquisition Corp

4125 Blackhawk Plaza Circle, Suite 166

Danville, CA 94506

Tel: (925) 217-4482

 

You may also contact the proxy solicitor for Black Hawk at:

 

ADVANTAGE PROXY, INC.
P.O. BOX 10904
YAKIMA, WA 98909
Toll Free: 877-870-8565
Collect: 206-870-8565

 

On behalf of the Board, we would like to thank you for your support of Black Hawk Acquisition Corp.

 

Sincerely,	 
 	 
/s/ Kent Louis Kaufman	 
Kent Louis Kaufman	 
Chairman of the Board of Directors and Chief Executive Officer	 

 

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YOUR VOTE IS IMPORTANT

 

TO ASSURE YOUR REPRESENTATION AT THE EXTRAORDINARY GENERAL MEETING WHETHER OR NOT YOU ATTEND VIA TELECONFERENCE, PLEASE CAST YOUR VOTE AS INSTRUCTED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS AS PROMPTLY AS POSSIBLE. YOUR PROXY, GIVEN BY VOTING PRIOR TO THE EXTRAORDINARY GENERAL MEETING, MAY BE REVOKED PRIOR TO ITS EXERCISE BY ENTERING A NEW VOTE OVER THE INTERNET, FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE EXTRAORDINARY GENERAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE EXTRAORDINARY GENERAL MEETING VIA TELECONFERENCE AND VOTING ONLINE.

 

IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE EXTRAORDINARY GENERAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.

 

IF YOU HAVE CHOSEN TO RECEIVE PAPER COPIES OF YOUR PROXY MATERIALS, INCLUDING THE PROXY CARD, PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE RETURN ENVELOPE PROVIDED.

 

ANY SHAREHOLDER ATTENDING THE EXTRAORDINARY GENERAL MEETING VIA TELECONFERENCE MAY VOTE EVEN IF HE OR SHE HAS RETURNED A PROXY. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE, YOU MUST FIRST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

 

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