Black Hawk Acquisition Corp. Files 2024 10-K

TL;DR

BHAC 10-K filed. Still looking for a deal, no revenue yet.

AI Summary

Black Hawk Acquisition Corp. filed its 10-K for the fiscal year ending November 30, 2024. The company, a blank check company, reported no significant revenue or operational activities, as is typical for its structure, and is focused on identifying and completing an initial business combination. Its principal executive offices are located in Danville, CA.

Why It Matters

This filing provides a snapshot of Black Hawk Acquisition Corp.'s financial status and corporate structure as it continues its search for a business combination target.

Risk Assessment

Risk Level: medium — As a blank check company, Black Hawk Acquisition Corp. faces inherent risks related to its ability to identify and complete a suitable business combination within its specified timeframe.

Key Numbers

• 2024-11-30 — Fiscal Year End (Reporting period for the 10-K)
• 2025-02-07 — Filing Date (Date the 10-K was submitted to the SEC)

Key Players & Entities

• Black Hawk Acquisition Corp. (company) — Filer of the 10-K
• 2024-11-30 (date) — Fiscal year end
• Danville, CA (location) — Business and mailing address
• 6770 (number) — SIC code for Blank Checks

FAQ

Key Financial Figures

• $0.0001 — each consisting of one ordinary share, $0.0001 par value , and one-fifth (1/5) of one
• $25,000 — res, for an aggregated consideration of $25,000, or approximately $0.0145 per share. On
• $0.0145 — sideration of $25,000, or approximately $0.0145 per share. On November 13, 2023, the Co
• $0.0126 — d to 1,983,750 Class B ordinary shares, $0.0126 par value per ordinary share. In additi
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating total gross procee
• $69,000,000 — nit, generating total gross proceeds of $69,000,000. The Company also granted the underwrit
• $2,355,000 — ment Unit, generating total proceeds of $2,355,000. The issuance of the Placement Units wa
• $69,345,000 — s Act of 1933, as amended. A total of $69,345,000 of the net proceeds from the IPO and th
• $250 — res and grew the mail order business to $250M, then sold it to a public firm listed

Filing Documents

• blackhawkacq_10k.htm (10-K) — 831KB
• blackhawkacq_ex31-1.htm (EX-31.1) — 16KB
• blackhawkacq_ex31-2.htm (EX-31.2) — 16KB
• blackhawkacq_ex32-1.htm (EX-32.1) — 7KB
• blackhawkacq_ex32-2.htm (EX-32.2) — 7KB
• 0001829126-25-000801.txt ( ) — 3365KB
• bkhau-20241130.xsd (EX-101.SCH) — 36KB
• bkhau-20241130_cal.xml (EX-101.CAL) — 29KB
• bkhau-20241130_def.xml (EX-101.DEF) — 132KB
• bkhau-20241130_lab.xml (EX-101.LAB) — 236KB
• bkhau-20241130_pre.xml (EX-101.PRE) — 201KB
• blackhawkacq_10k_htm.xml (XML) — 289KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 23 Item 1B. Unresolved Staff Comments 23 Item 1C Cybersecurity 23 Item 2.

Properties

Properties 23 Item 3.

Legal Proceedings

Legal Proceedings 23 Item 4. Mine Safety Disclosures 23 PART II Item 5. Market for Registrant's Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities 24 Item 6. Reserved 25 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 26 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 29 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 29 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 29 Item 9A.

Controls and Procedures

Controls and Procedures 29 Item 9B. Other Information 30 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 30 PART III Item 10. Directors, Executive Officers and Corporate Governance 31 Item 11.

Executive Compensation

Executive Compensation 38 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 39 Item 13. Certain Relationships and Related Transactions, and Director Independence 40 Item 14. Principal Accounting Fees and Services 43 PART IV Item 15. Exhibits, Financial Statement Schedules 44 Item 16. Form 10-K Summary 44 i CERTAIN TERMS References to the "Company," "our Company," "Black Hawk," "our," "us," or "we" refer to Black Hawk Acquisition Corporation, a blank check company incorporated on September 28, 2023, as a Cayman Islands exempted corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report on Form 10-K as our "target business." References to our "Sponsor" refer to Black Hawk Management LLC, a Delaware limited liability company, an affiliate of our Chairman and our Chief Executive Officer and Chief Financial Officer. References to the "SEC" are to the U.S. Securities and Exchange Commission. References to our "initial public offering" or "IPO" refer to our initial public offering, which closed on March 22, 2024 (the "Closing Date"). References to "Public Shares" are to shares of our ordinary shares sold as part of the units in our initial public offering. References to "public shareholders" are to the holders of our Public Shares. SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K (this "Report" or "Annual Report") may constitute "forward looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future and the statements under "Item 7. Management's Discussion and Analysis of Financial Condition and Results o

Business Overview

Item 1. Business Overview. We are a Cayman Islands company incorporated on September 28, 2023, as an exempted company with limited liability. We chose to incorporate in the Cayman Islands due to (i) its tax-neutrality, which allows international transactions to be structured efficiently without an additional layer of tax and (ii) simplicity of establishment and flexibility of administration, including easy migration to another jurisdiction, the existence of statutory procedures for merger or consolidation, and no takeover code or bespoke public company filing requirements. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a "target business." We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. We may retain all of our available funds and any future earnings following a business combination to fund the development and growth of our business. As a result, we may not expect to pay any cash dividends in the foreseeable future. We believe our management team is well positioned to identify attractive risk-adjusted returns in the marketplace and that our professional contacts and transaction sources, ranging from industry executives, private owners, private equity funds, family offices, commercial and investment bankers, lawyers and other financial sector service providers and participants, in addition to the geographical reach of our affiliates, will enable us to pursue a broad range of opportunities. Our management believes that its collect

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View this 10-K filing on SEC EDGAR