Form 8-K

8-K — Black Hawk Acquisition Corp

Accession: 0001829126-26-004870

Filed: 2026-05-08

Period: 2026-05-04

CIK: 0002000775

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — blackhawkacq_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (blackhawkacq_ex10-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2026

Black Hawk Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands

6770001-41984

00-0000000N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4125 Blackhawk Plaza Circle, Suite 166

Danville, CA

94506

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (925) 217-4482

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 to the registrant under any of the following provisions:

☐

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))

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

Title of each class

Trading Symbol(s)

Name of 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

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. ☐

Item 1.01 Entry Into a Material Definitive

Agreement.

On May 4, 2026, Black Hawk Acquisition Corp.,

a Cayman Islands exempted company (the “Company”), issued a convertible promissory note (the “Note”) in the

principal amount of up to $300,000 to Black Hawk Management LLC (the “Sponsor”). The Note was issued in connection with

advances the Sponsor has made, and may make in the future, to the Company for working capital expenses.

The Note bears interest at a rate of 10% per annum,

commencing on April 20, 2026, and is due and payable upon the occurrence of (i) the closing of the Company’s initial business combination

(a “DeSPAC Transaction”) or (ii) the liquidation of the Company. In the event of a liquidation, all amounts due under the

Note will be repaid in cash. In the event of a DeSPAC Transaction, the Sponsor may elect to receive repayment in cash or to convert the

outstanding principal balance of the Note into shares of common stock of the post-business combination company at a conversion price of $1.00

per share.

If converted, the number of shares issuable will

equal the portion of the principal amount being converted divided by $1.00, rounded up to the nearest whole share. The conversion shares

will be entitled to registration rights and the holders will enter into a registration rights agreement with the post-DeSPAC company consistent

with the Company’s existing registration rights agreement.

The Note may be prepaid at any time without penalty

upon written notice by the Company to the Sponsor. The Note is unsecured, and the Sponsor has waived any claim against the funds held

in the Company’s trust account established in connection with the Company’s initial public offering.

The issuance of the Note was made pursuant to

the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

The foregoing description is qualified in its

entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01

is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent the Note may be converted into ordinary

shares upon the closing of a DeSPAC Transaction, such shares will be issued in reliance on the exemption from registration provided by

Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

10.1

Promissory Note, dated May 4, 2026, issued by Black Hawk Acquisition Corporation to Black Hawk Management LLC

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Black Hawk Acquisition Corporation

By:

/s/ Kent Louis Kaufman

Kent Lous Kaufman,

Chief Executive Officer

Date: May 8, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: blackhawkacq_ex10-1.htm · Sequence: 2

Exhibit 10.1

THIS CONVERTIBLE NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE NOTE

Principal Amount: Up to $300,000

Dated as of May 4, 2026

Black Hawk Acquisition

Corp., a Cayman Islands exempt company (the “Maker”), promises to pay to the order of Black Hawk Management LLC,

or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to Three

Hundred Thousand Dollars ($300,000) in lawful money of the United States of America, on the terms and conditions described below.

All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the

Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this

Note.

1. Principal. The principal balance of this Note shall be due and payable by the Maker upon the closing of a Repayment/Conversion Trigger Event, as such term is defined below (the “Maturity Date”). The principal balance may be prepaid at any time prior to the Maturity Date without penalty upon written notice by the Maker to the Payee, subject to the terms of Section 1(b) hereof. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

(a)

Each of the following shall constitute a “Repayment/Conversion Trigger Event”:

(i)

the closing of a merger, consolidation or other business combination pursuant to which the Maker acquires an entity for its initial business combination (a “DeSPAC Transaction”); or

(ii)

subject to the terms below, the liquidation of the Maker on or before the expiration of the time available under the Maker’s certificate of incorporation for the Maker to consummate a business combination, or such later liquidation date as may be approved by Maker’s stockholders (a “Liquidation”), that occurs while the Note is outstanding or any time thereafter prior to the repayment of the Note.

Maker shall provide Payee at least ten (10) calendar days’ prior written notice of any Repayment/Conversion Trigger Event, and to the extent applicable, a copy of the material terms and conditions of the DeSPAC Transaction.

(b)

Form of Repayment. In the event of a Liquidation, all amounts due under this Note shall be repaid in cash. In the event of a DeSPAC Transaction, the Note may be repaid, at the Payee’s discretion, (i) in cash or (ii) in Conversion Shares (as defined below), pursuant to Section 15 herein. Absent reasonable prior written notice by Payee to convert into Conversion Shares pursuant to Section 15 herein, the Note shall become due and payable in cash at the closing of such DeSPAC Transaction.

2. Interest. Interest shall accrue on the unpaid principal balance of this Note at a rate of 10% per annum, commencing on April 20, 2026, and continuing for a period of one year.

3. Drawdown Requests. Maker and Payee agree that Maker may request up to Three Hundred Thousand Dollars ($300,000) for working capital and extension purposes. The principal of this Note may be drawn down from time to time prior to the Maturity Date upon request from Maker to Payee (each, a “Drawdown Request”). Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Three Hundred Thousand Dollars ($300,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. Notwithstanding the foregoing, all payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, and then to the reduction of the unpaid principal balance of this Note.

4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

5. Events of Default. The following shall constitute an event of default (“Event of Default”):

(a)

Failure to Make Required Payments. Failure by Maker to pay the principal amount due (including, but not limited to, by way of the issuance of Conversion Shares in accordance with the terms of this Note) pursuant to this Note within five (5) business days of the date specified above.

(b)

Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c)

Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

6. Remedies.

(a)

Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b)

Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdictionshall, as to such

jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,

and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other

jurisdiction.

12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account established for the benefit of the Maker’s stockholders in which the proceeds of the Maker’s initial public offering (the “IPO”) (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement which occurred concurrently with the closing of the IPO were deposited, as described in greater detail in the final prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

15. Conversion.

(a) Notwithstanding anything contained in this Note to the contrary, upon receiving

due notification by Maker of a DeSPAC Transaction, Payee is entitled to elect to convert the unpaid principal balance under this Note

into that number of unrestricted ordinary shares of the Maker and shall be registered with the Securities and Exchange Commission once

a De SPAC Transaction is completed (the “Conversion Shares”), the total Conversion Shares so issued shall be equal

to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) the Conversion Price,

as such term is defined below, rounded up to the nearest whole number of shares. The Conversion Shares and any other equity security of

Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in connection with a combination of

shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section

16 hereof.

In the event of conversion, the

conversion price per share shall be at One Dollar ($1.00) per share, calculated as approximately one-tenth (1/10) of the Maker’s

Class A Ordinary Share’s initial trading price on May 13, 2024 after Initial Public Offering (the “Conversion Price”).

(b)

Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Shares, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, and simultaneous with the surrender of the Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee, or such other persons, are known herein as the “Holder” or “Holders”) the Conversion Shares, which shall bear such legends as are required in the opinion of legal counsel to Maker (or by any other agreement between Maker and Payee) and applicable state and federal securities laws, rules and regulations.

(c)

The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Shares upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion.

16.

Registration Rights. The Holders shall be entitled to registration rights with respect to the Conversion Shares and will enter

into a registration rights agreement with the post-DeSPAC company upon closing of the DeSPAC Transaction. For the avoidance of

doubt, the Holders shall be entitled to similar registration rights as the holder sof the Maker’s ordinary shares under that

certain Registration Rights Agreement between the Maker and the parties thereto, dated as of 20th day of March,

2024.

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

BLACK HAWK ACQUISITION CORP.

By:

/s/ Jonathan Ginsberg

Name:

Jonathan Ginsberg

Title:

COO and Director

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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