8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 7, 2025

Black Hawk Acquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

(952) 217-4482

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

ITEM 8.01. Other Events.

On July 7, 2025, Black Hawk Acquisition Corporation (the “Company”) filed a supplement to its definitive proxy statement amending the language of the Trust Amendment Proposal (as defined below).

As revised, 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 of $150,000 (the “Trust Agreement Amendment Proposal”). This represents a change from the originally proposed 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 remains 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 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.

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.

July 7, 2025

2

Exhibit 99.1

BlackHawk Acquisition Corporation Amends Its Definitive Proxy Statement

DANVILLE, Calif., July 7, 2025 (GLOBE NEWSWIRE) – Black Hawk Acquisition Corporation (NASDAQ: BKHAU, the “Company”) announced today that it filed a supplement to its definitive proxy statement, originally filed with the Securities and Exchange Commission on June 10, 2025, to amend the language of the Trust Amendment Proposal. Originally, the Trust Amendment Proposal provided that the Company would deposit 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 the shares that are redeemed in connection with the vote on the Extension Amendment Proposal, for each one-month extension of the deadline to consummate an initial business combination. As revised, the Trust Amendment Proposal provides that the Company will deposit into the trust account an amount of $150,000, 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.

AboutBlack 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-LookingStatements

Thispress release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements thatare not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results todiffer from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updatesor revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respectthereto or any change in events, conditions or circumstances on which any statement is based.

Contact

Kent Kaufman

Chief Executive Officer

Email: kent@bhspac.com

Tel: (925) 217-4482