Black Hawk Acquisition Corp. Files 8-K with Key Agreements

TL;DR

BHAC filed an 8-K detailing material agreements and equity sales. Big moves happening.

AI Summary

Black Hawk Acquisition Corp. announced on March 26, 2024, that it entered into a material definitive agreement on March 20, 2024. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. The filing details other events and includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes for Black Hawk Acquisition Corp., which could impact its business operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks for investors.

Key Players & Entities

• Black Hawk Acquisition Corp. (company) — Registrant
• March 26, 2024 (date) — Date of Report
• March 20, 2024 (date) — Date of earliest event reported
• 6770 (other) — Standard Industrial Classification Code

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary shares, par value $0.0001 per share BKHA The Nasdaq Stock Mar
• $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 Placement Units (and the underlyin
• $69,345,000 — . Item 8.01 Other Events. A total of $69,345,000 of the net proceeds from the IPO and th

Filing Documents

• blackhawk_8k.htm (8-K) — 47KB
• blackhawk_ex1-1.htm (EX-1.1) — 261KB
• blackhawk_ex1-2.htm (EX-1.2) — 15KB
• blackhawk_ex3-1.htm (EX-3.1) — 877KB
• blackhawk_ex4-1.htm (EX-4.1) — 74KB
• blackhawk_ex10-1.htm (EX-10.1) — 51KB
• blackhawk_ex10-2.htm (EX-10.2) — 102KB
• blackhawk_ex10-3.htm (EX-10.3) — 115KB
• blackhawk_ex10-4.htm (EX-10.4) — 98KB
• blackhawk_ex10-5.htm (EX-10.5) — 59KB
• blackhawk_ex99-1.htm (EX-99.1) — 7KB
• blackhawk_ex99-2.htm (EX-99.2) — 7KB
• ex3-1_001.jpg (GRAPHIC) — 3KB
• ex3-1_002.jpg (GRAPHIC) — 71KB
• ex10-2_001.jpg (GRAPHIC) — 15KB
• 0001829126-24-001885.txt ( ) — 1839KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 22, 2024, Black Hawk Acquisition Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 6,900,000 units (the “Units”). Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one right to receive one-fifth (1/5) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $69,000,000. The Company also granted the underwriters a 45-day option to purchase up to an additional 1,035,000 Units to cover over-allotments, if any. In connection therewith and the closing of the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1, as amended (File No. 333- 276857) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 5, 2024 (the “Registration Statement”) and declared effective by the Commission on March 20, 2024: Underwriting Agreement, dated March 20, 2024, by and between the Company and EF Hutton LLC (the “Underwriting Agreement”), a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference; Rights Agreement, dated February 2, 2024, and an amendment no. 1 thereto, dated March 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference; Letter Agreement, dated March 20, 2024, by and among the Company, its officers and directors, and Black Hawk Management, LLC (the “Sponsor”), a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference; Investment Ma

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 235,500 Units (the “Placement Units”), each Placement Unit consisting of one Ordinary Share and one right, to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $2,355,000. The Placement Units (and the underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

03 Amendments to Articles of Incorporation or Bylaws

Item 5.03 Amendments to Articles of Incorporation or Bylaws. On March 22, 2023, the Company adopted its Second Amended and Restated Memorandum and Articles of Association. The Second Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 hereto and incorporated by reference herein.

01 Other Events

Item 8.01 Other Events. A total of $69,345,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account established for the benefit of the Company’s public shareholders and maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds in the trust account will not be released until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to further amend the Company’s Second Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 15 months from the closing of the IPO (or up to 18 or 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination) or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of the Company’s public shares if the Company is unable to complete its initial business combination within 15 months from the closing of the IPO (or up to 18 or 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination), subject to applicable law. Copies of the press releases issued by the Company announcing the pricing of the IPO and the closing of the IPO are filed as Exhibits 99.1 and 99.2, respectively, hereto and incorporated by reference herein. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed with this Form 8-K: Exhibit No. Description 1.1 Underwriting Agreement, dated March 20, 2024, by and between the Company and EF Hutton LLC 1.2 Letter Agreement dated March 25, 2024 by and among the Company and EF Hutton LLC 3.1 Second Amended and Restated Memorandum and Articles of Association 4.1 Rights Agreement, dated February 2, 2024, and an amendment no. 1 thereto dated March 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company 10.1 Letter Agreement, dated March 20, 2024, by and among the Company, its officers and directors, and Black Hawk Management, LLC 10.2 Investment Management Trust Agreement, dated March 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company 10.3 Registration Rights Agreement, dated March 20, 2024, by and between the Company and Black Hawk Management, LLC 10.4 Form of Indemnity Agreement, dated March 20, 2024, by and between the Company and each directors and officers of the Company 10.5 Subscription Agreement, as amended, by and between the Company and Black Hawk Management, LLC 99.1 Press Release Announcing Pricing of IPO 99.2 Press Release Announcing Closing of IPO 3 SIGNATURE 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. Black Hawk Acquisition Corporation Date: March 26, 2024 By: /s/ Kent Louis Kaufman Name: Kent Louis Kaufman Title: Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR