8-K
Black Hawk Acquisition Corp (BKHA)
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 8, 2025
Black Hawk Acquisition Corporation
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 001-41984 | 00-0000000N/A |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 4125 Blackhawk Plaza Circle, Suite 166 Danville, CA | 94506 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one ordinary share and one-fifth of one right | BKHAU | The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share | BKHA | The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one ordinary share | BKHAR | The Nasdaq Stock Market LLC |
Item 1.01 Entry into a Material DefinitiveAgreement
As approved by its shareholders at an extraordinary general meeting of shareholders held on July 8, 2025 (the “Meeting”), Black Hawk Acquisition Corporation (the “Company”) entered into an amendment to the investment management trust agreement dated as of March 20, 2024, with Continental Stock Transfer & Trust Company (the “Trust Amendment”). Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination on a month-to-month basis, beginning on June 22, 2025, until December 22, 2026 (the “Termination Date”), by depositing $150,000 for each one-month extension into the Company’s Trust Account (the “Extension Payment”). In addition, in the event that the Company fails to timely make a payment for any given month during the eighteen (18) month period the Company elects to make an extension, the Company shall have a period of forty-five (45) days to pay any applicable past due payment, which shall be calculated to be equal to the principal of the past due payment (the “Cure Period”). If the Company fails to make any applicable past due payment during the Cure Period, then the Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with the same effect as if the Company failed to complete a business combination by the Termination Date.
The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Trust Amendment, filed hereto as Exhibit 10.1, and is incorporated by reference herein.
The Company has completed an initial payment of $150,000.00 pursuant to the Trust Amendment and such initial payment has been deposited into the Company's trust account to extend the time the Company has to complete a business combination until July 22, 2025.
Item 5.03. Amendments to Articles of Incorporationor Bylaws; Change in Fiscal Year.
As approved by the Company’s shareholders at the Meeting on July 8, 2025, the Company amended the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Existing Charter”), in the form set forth in Annex A to the definitive proxy statement, as supplemented, filed with the Securities and Exchange Commission on June 10, 2025 (the “Extension Amendment”), reflecting the extension of the date by which the Company must consummate a business combination from June 22, 2025 up to eighteen (18) times, each comprised of one month each (each an “Extension”) up to December 22, 2026 (i.e., for a period of time ending up to 33 months after the consummation of its initial public offering (the “IPO”)) for a total of eighteen (18) months after June 22, 2025 (assuming a business combination has not occurred).
The foregoing description of the Extension Amendment is a summary only and is qualified in its entirety by reference to the full text of the Form of Amendment to the Second Amended and Restated Memorandum and Articles of Association, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07. Submission of Matters to a Voteof Security Holders.
On July 8, 2025, the Company held the Meeting. At the Meeting, the Company’s shareholders approved the following proposals: (1) a proposal to approve the Extension Amendment by a special resolution (the “Extension Amendment Proposal”), (2) a proposal to approve the Trust Agreement Amendment by an ordinary resolution, and (3) a proposal to adjourn the Meeting to a later date if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal (the “Adjournment Proposal”).
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The Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal presented at the Meeting were approved by the Company’s shareholders. The final voting results for each proposal are set forth below:
| 1. | Extension Amendment Proposal |
|---|
The Extension Amendment Proposal was approved by special resolution of the Company’s shareholders, and received the following votes:
| FOR | AGAINST | ABSTENTIONS |
|---|---|---|
| 5,857,684 | 1,561,829 | 124,343 |
| 2. | Trust Agreement Amendment Proposal | |
| --- | --- |
The Trust Agreement Amendment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:
| FOR | AGAINST | ABSTENTIONS |
|---|---|---|
| 5,857,684 | 1,561,829 | 124,343 |
| 3. | Adjournment Proposal | |
| --- | --- |
The Adjournment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:
| FOR | AGAINST | ABSTENTIONS |
|---|---|---|
| 5,857,684 | 1,561,829 | 124,343 |
Although Proposal 3 was approved, adjournment of the Meeting was not necessary or appropriate because the Company’s shareholders approved Proposal No. 1 to approve the Extension Amendment Proposal and Proposal No.2 to approve the Trust Agreement Amendment Proposal.
Item 8.01. Other Events.
In connection with the shareholders’ vote at the Meeting, holders of 4,775,923 ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, approximately $51,010,745.30 (approximately $10.68 per share) will be removed from the Trust Account to pay such holders and approximately $22,686,871.39 will remain in the Trust Account. Following the Redemption, the Company will have 2,124,077 public ordinary shares outstanding.
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Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 3.1 | Form of Amendment to Second Amended and Restated Memorandum and Articles of Association. |
| 10.1 | Amendment to the Investment<br> Management Trust Agreement, dated July 8, 2025, by and between Black Hawk Acquisition Corp and Continental Stock Transfer &<br> Trust Company. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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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 14, 2025
| Black Hawk Acquisition Corporation | |
|---|---|
| By: | /s/ Kent Louis Kaufman |
| Name: | Kent Louis Kaufman |
| Title: | Chief Executive Officer |
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Exhibit3.1
FORM OF AMENDMENT TO
THE SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
BLACK HAWK ACQUISITION CORP
July 8, 2025
RESOLVED, as a special resolution, that:
| (i) | Article 36.2 of the Second Amended and Restated Memorandum and Articles of Association of the Company as adopted by special resolution passed on March 20, 2024 **(**the Existing Memorandum and Articles) be deleted in its entirety and replaced as follows: |
|---|---|
| 36.2 | The Company has until June 22, 2025 — 15 months from the consummation of the IPO to consummate a Business Combination, provided however that if the Board of Directors anticipates that the Company may not be able to consummate a Business Combination within 15 months of the consummation of the IPO, the Company may, by Resolution of Directors, at the request of the Sponsor, extend the period of time to consummate a Business Combination up to eighteen (18) times, each by an additional one (1) month, for a total of up to eighteen (18) months from June 22, 2025 to December 22, 2026 (i.e. for a total of up to thirty-three (33) months after the consummation of the IPO) to complete a Business Combination). In the event that the Company does not consummate a Business Combination by December 22, 2026 (subject in the latter case to valid extensions having been made in each case) or such later time as the Members of the Company may approve in accordance with these Articles, the Company shall: |
| --- | --- |
| (a) | cease all operations except for the purpose of winding up; |
| --- | --- |
| (b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any, divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
| --- | --- |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the directors, dissolve and liquidate, subject in each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in this Article with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law. |
| --- | --- |
Exhibit 10.1
FIRST AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT
This First Amendment (“First Amendment”) to the Investment Management Trust Agreement (as defined below) is made and entered into as of July 8, 2025, by and between Black Hawk Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Investment Management Trust Agreement.
WHEREAS, Company and the Trustee entered into that certain Investment Management Trust Agreement, dated as of March 20, 2024 (the “Original Agreement,” and as amended, including by this First Amendment, the “Investment Management Trust Agreement”);
**WHEREAS,**the parties now desire to amend the Investment Management Trust Agreement on the terms and conditions set forth herein; and
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the terms of the Investment Management Trust Agreement, the Parties hereto, intending to be legally bound, do hereby acknowledge and agree as follows:
1. Amendments to Trust Agreement.
1.1 Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
| (i) | Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer or Chairman of the board of directors (the “Board”), and in the case of Exhibit A, jointly signed by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the date which is the later of (x) 33 months after the closing of the Offering or (y) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account, shall be distributed to the Public Shareholders of record as of such date. |
|---|
1.2 A newly inserted provision is hereby incorporated into Section 1 of the Trust Agreement as follows:
(n) Beginning on June 22, 2025 until December 22, 2026 (as extended as applicable, the “Termination Date”), the Company may elect to extend the date by which the Company has to consummate a business combination month-by-month each time for a total of up to eighteen times by depositing $150,000 for each such one-month extension into the Company’s Trust Account. Any applicable excise tax and dissolution expense shall be paid by the Company and/or its designee, which shall not be paid from the Company’s Trust Account unless otherwise provided in this Agreement. In the event that the Company fails to timely make a payment for any given month as provided herein that the Company elects to make an extension, the Company shall have a period of forty-five (45) days to pay any applicable past due payment, which shall be calculated to be equal to the principal of the past due payment (the “Cure Period”). If the Company fails to make any applicable past due payment during the Cure Period, then the Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with the same effect as if the Company failed to complete a business combination by the Termination Date.
2. Miscellaneous. Except as expressly provided in this First Amendment, all of the terms and provisions in the Original Agreement are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This First Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Original Agreement, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. Any reference to the Investment Management Trust Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Original Agreement, as amended by this First Amendment (or as the Investment Management Trust Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). The Original Agreement, as amended by this First Amendment, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Investment Management Trust Agreement, and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter. If any provision of the Original Agreement is materially different from or inconsistent with any provision of this First Amendment, the provision of this First Amendment shall control, and the provision of the Original Agreement shall, to the extent of such difference or inconsistency, be disregarded. Sections 6 of the Original Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this First Amendment as if all references to the “Agreement” contained therein were instead references to this First Amendment.
Governing Law. This First Amendment shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof.
Counterparts. This First Amendment may be executed in one or more counterparts, each of which shall be deemed to be original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by electronic means, including DocuSign, Adobe Sign or other similar e-signature services, e-mail or scanned pages shall be effective as delivery of a manually executed counterpart to this First Amendment.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
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IN WITNESS WHEREOF, each Party hereto has caused this First Amendment to be signed and delivered as of the date first written above.
| Black Hawk Acquisition Corporation | |
|---|---|
| By: | /s/ Kent Kaufman |
| Name: | Kent Kaufman |
| Title: | Chief Executive Officer |
| Continental Stock Transfer & Trust Company, as Trustee | |
| By: | /s/ Francis Wolf |
| Name: | Francis Wolf |
| Title: | Vice President |
[Signature Page to First Amendment to Investment Management Trust Agreement]
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