UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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ITEM 8.01. Other Events.
On June 20, 2025, Black Hawk Acquisition Corporation (the “Company”) filed a supplement to its definitive proxy statement amending the language of the Trust Amendment Proposal to remove the words “up to $55,000 per one-month extension”.
The Trust Amendment Proposal now reads as follows: Trust Agreement Amendment Proposal—A proposal to further amend The Company’s investment management trust agreement, dated as of March 20, 2024, (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the Termination Date up to eighteen (18) times for an additional one (1) month each time from the Termination Date to December 22, 2026 (the “Trust Agreement Amendment”) by depositing into the trust account (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 the shares that are redeemed in connection with the vote on the Extension Amendment Proposal for each one-month extended (the “Trust Agreement Amendment Proposal”).
The Company issued a press release regarding the supplement to its definitive proxy statement.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
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99.1 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
June 20, 2025
| Black Hawk Acquisition Corporation | ||
| By: | /s/ Kent Louis Kaufman | |
| Name: | Kent Louis Kaufman | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Black Hawk Acquisition Corporation Amends Its Definitive Proxy Statement
DANVILLE, Calif., June 20, 2025 (GLOBE NEWSWIRE) -- Black Hawk Acquisition Corporation (NASDAQ: BKHAU, the “Company”) announced today that it filed a supplement to its definitive proxy statement, originally file with the Securities and Exchange Commission on June 10, 2025, to amend the language of the Trust Amendment Proposal. Specifically, the amendment removes the words “up to $55,000 per one-month extension”. As revised, the Trust Amendment Proposal provides that the Company will deposit in to 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 the shares that are redeemed in connection with the vote on the Trust Amendment Proposal, for each one-month extension of the deadline to consummate an initial business combination.
This change eliminates the Company’s discretion to deposit a lesser amount and ensures greater clarity and consistency regarding the extension fee obligation.
About Black Hawk Acquisition Corporation
Black Hawk Acquisition Corporation is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact
Kent Kaufman
Chief Executive Officer
Email: [email protected]
Tel: (925) 217-4482