UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~May~~August 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41984

Black Hawk Acquisition Corporation

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		00-0000000 N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4125 Blackhawk Plaza Circle, Suite 166

Danville, CA 94506

(Address of principal executive offices)

Tel: (915) 217-4482

(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

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, $0.0001 par value, and one-fifth (1/5) of one right entitling the holder to receive one ordinary share upon the consummation of our initial business combination	BKHAU	The Nasdaq Global Market
Ordinary shares, par value $0.0001 per share	BKHA	The Nasdaq Global Market
Rights, each right entitling the holder to receive one ordinary share upon the consummation of our initial business combination	BKHAR	The Nasdaq Global Market

As of ~~June 26~~October 20, 2025, 84,~~929~~153,~~500~~577 ordinary shares, including ordinary shares of the underlying units, par value $0.0001 per share, were issued and outstanding.

Black Hawk Acquisition Corporation

FORM 10-Q FOR QUARTER ENDED ~~MAY~~AUGUST 31, 2025

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of May 31, 2025 and November 30, 2024 (Unaudited)	1
	Consolidated Balance Sheets as of August 31, 2025 and November 30, 2024 (Unaudited)	1
	Consolidated Statements of Operations for the Three and Six Months ended May 31, 2025 (Unaudited)	2
	Consolidated Statements of Operations for the Three and Nine Months ended August 31, 2025 and 2024 (Unaudited)	2
	Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Six Months ended May 31, 2025 (Unaudited)	3
	Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine Months ended August 31, 2025 and 2024 (Unaudited)	3
	Consolidated Statements of Cash Flows for the Six Months ended May 31, 2025 (Unaudited)	4
	Consolidated Statements of Cash Flows for the Nine Months ended August 31, 2025 and 2024 (Unaudited)	4
	Notes to Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1719
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2225
Item 4.	Controls and Procedures	2225
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	2326
Item 1A.	Risk Factors	2326
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2326
Item 3.	Defaults Upon Senior Securities	2326
Item 4.	Mine Safety Disclosures	2326
Item 5.	Other Information	2326
Item 6.	Exhibits	2427
SIGNATURES		2528

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BLACK HAWK ACQUISITION CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)

	May 31, 2025			November 30, 2024
	August 31, 2025			November 30, 2024
Assets:
Current Assets
Cash	$	7215,~~914~~000		$	264,842
Prepaid expenses		6629,~~609~~530			49,229
Total Current Assets		~~139~~44,~~523~~530			314,071
Investments held in Trust Account		7323,~~362~~296,~~798~~572			71,829,264
Total Assets	$	7323,~~502~~341,~~321~~102		$	72,143,335
Liabilities, Shares Subject to Redemption and Shareholders’ Deficit
Current Liabilities
Accrued offering costs and expenses	$	1193,~~043~~952		$	70,978
Due to target company		250,000			-
Convertible note - related party		350,076			-
Total Current Liabilities		251,043			70,978
Derivative liability - conversion option		2,140			-
Due to target company		400,000			-
Total Current Liabilities		946,168			70,978
Deferred underwriting fee payable		2,415,000			2,415,000
Total Liabilities		23,~~666~~361,~~043~~168			2,485,978
Commitments and Contingencies – see Note 6
Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 6,900,000 shares and 6,900,000 shares issued and outstanding at redemption value of $10.63 and $10.41 as of May 31, 2025 and November 30, 2024, respectively		73,362,798			71,829,264
Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 2,124,077 shares and 6,900,000 shares issued and outstanding at redemption value of $10.97 and $10.41 as of August 31, 2025 and November 30, 2024, respectively		23,296,572			71,829,264
Shareholders’ Deficit
Class A ordinary shares, $0.0001 par value; 450,000,000 shares authorized; 2,029,500 shares issued and outstanding		203			203
Additional paid-in capital		-			-
Accumulated deficit		(23,~~526~~316,~~723~~841	)		(2,172,110	)
Total Shareholders’ Deficit		(23,~~526~~316,~~520~~638	)		(2,171,907	)
Total Liabilities and Shareholders’ Deficit	$	7323,~~502~~341,~~321~~102		$	72,143,335

The accompanying notes are an integral part of the unaudited consolidated financial statements.

BLACK HAWK ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended May 31,						For the Six Months Ended May 31,
	For the Three Months Ended August 31,						For the Nine Months Ended August 31,
	2025			2024			2025			2024
General and administrative expenses	$	~~217~~311,~~598~~265		$	~~335~~54,~~259~~903		$	~~296~~607,~~367~~632		$	~~365~~420,~~960~~863
Related party administrative fees		30,000			2330,~~945~~000			6090,000			2353,945
Loss from operations		(~~247~~341,~~598~~265	)		(~~359~~84,~~204~~903	)		(~~356~~697,~~367~~632	)		(~~389~~474,~~905~~808	)
Other income
Interest income		~~517~~43			13,~~971~~178			1,~~754~~797			15,~~971~~149
Interest earned on investments held in Trust Account		~~767~~494,~~623~~519			~~668~~965,~~169~~492			12,~~533~~028,~~534~~053			~~668~~1,~~169~~633,661
Total other income		768,140			670,140			1,535,288			670,140
Change in fair value of derivative liability		1,104			-			1,104			-
Net income	$	520,542		$	310,936		$	1,178,921		$	280,235
Total other income		495,666			968,670			2,030,954			1,638,810
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		6,900,000			5,250,000			6,900,000			2,639,344
Net income	$	154,401		$	883,767		$	1,333,322		$	1,164,002
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.06		$	0.04		$	0.13		$	0.06
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		4,096,741			6,900,000			5,958,760			4,064,727
Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares		2,029,500			2,029,500			2,029,500			1,841,475
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.03		$	0.10		$	0.17		$	0.20
Basic and diluted net income (loss) per share, non-redeemable Class A ordinary shares	$	0.06		$	0.04		$	0.13		$	0.06
Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares		2,029,500			2,029,500			2,029,500			1,904,378
Basic and diluted net income per share, non-redeemable Class A ordinary shares	$	0.03		$	0.10		$	0.17		$	0.20

The accompanying notes are an integral part of the unaudited consolidated financial statements.

BLACK HAWK ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(Unaudited)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~MAY~~AUGUST 31, 2025

	Ordinary Shares												Total
	Class A				Class B					Accumulated			Shareholders’
	Shares		Amount		Shares		Amount			Deficit			Deficit
Balance – November 30, 2024		2,029,500	$	203		-	$	-	-	$	(2,172,110	)	$	(2,171,907	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-		-			(765,911	)		(765,911	)
Net income		-		-		-		-	-		658,379			658,379
Balance – February 28, 2025		2,029,500	$	203		-	$	-	-	$	(2,279,642	)	$	(2,279,439	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-		-	-		(767,623	)		(767,623	)
Net income		-		-		-		-	-		520,542			520,542
Balance – May 31, 2025		2,029,500	$	203		-	$	-	-	$	(2,526,723	)	$	(2,526,520	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-		-			(944,519	)		(944,519	)
Net income		-		-		-		-	-		154,401			154,401
Balance – August 31, 2025		2,029,500	$	203		-	$	-	-	$	(3,316,841	)	$	(3,316,638	)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~MAY~~AUGUST 31, 2024

	Ordinary Shares												Additional						Total Shareholders’
	Class A						Class B						Paid-in			Accumulated			Equity
	Shares			Amount			Shares			Amount			Capital			Deficit			(Deficit)
Balance – November 30, 2023		-		$	-			1,725,000		$	172		$	24,828		$	(18,853	)	$	6,147
Net loss		-			-			-			-			-			(30,701	)		(30,701	)
Balance – February 29, 2024		-			-			1,725,000			172			24,828			(49,554	)		(24,554	)
Proceeds from sale of IPO Units		6,900,000			690			-			-			68,999,310			-			69,000,000
Proceeds from sale of Private Placement Units		235,500			24			-			-			2,354,976			-			2,355,000
Issuance of representative shares		69,000			7			-			-			689,993			-			690,000
Common stock subject to possible redemption		(6,900,000	)		(690	)		-			-			(69,344,310	)		-			(69,345,000	)
Conversion of Class B to Class A ordinary shares		1,725,000			172			(1,725,000	)		(172	)		-			-			-
Underwriter commissions		-			-			-			-			(3,795,000	)		-			(3,795,000	)
Offering costs		-			-			-			-			(679,743	)		165,250			(514,493	)
Accretion of additional paid in capital to accumulated deficit		-			-			-			-			1,749,946			(1,749,946	)		-
Remeasurement of common stock subject to possible redemption		-			-			-			-			-			(668,169	)		(668,169	)
Net income		-			-			-			-			-			310,936			310,936
Balance – May 31, 2024		2,029,500		$	203			-		$	-		$	-		$	(1,991,483	)	$	(1,991,280	)
Remeasurement of common stock subject to possible redemption		-			-			-			-			-			(965,492	)		(965,492	)
Net income		-			-			-			-			-			883,767			883,767
Balance – August 31, 2024		2,029,500		$	203			-		$	-		$	-		$	(2,073,208	)	$	(2,073,005	)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

BLACK HAWK ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended May 31, 2025			For the Six Months Ended May 31, 2024
	For the Nine Months Ended August 31, 2025			For the Nine Months Ended August 31, 2024
Cash Flows from Operating Activities:
Net income	$	1,~~178~~333,~~921~~322		$	~~280~~1,~~235~~164,002
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(12,~~533~~028,~~534~~053	)		(~~668~~1,~~169~~633,661	)
Change in fair value of derivative liability		(1,104	)		-
Changes in operating assets and liabilities:
Prepaid expenses		~~(17~~19,~~380~~699	)		(8868,~~300~~658	)
Accrued offering costs and expenses		~~(69~~126,~~935~~294	)		2443,~~397~~656
Net cash used in operating activities		(~~441~~549,~~928~~842	)		(~~451~~494,~~837~~661	)
Cash Flows from Investing Activities:
Purchase of investment held in Trust Account		-			(69,345,000	)
Net cash used in investing activities		-			(69,345,000	)
Cash deposited in Trust Account		(450,000	)		-
Cash withdrawn from Trust to pay redeemed public shareholders		51,010,745			-
Net cash provided by (used in) investing activities		50,560,745			(69,345,000	)
Cash Flows from Financing Activities:
Proceeds from sale of public units		-			69,000,000
Proceeds from sale of Private Placements units		-			2,355,000
Proceeds from issuance of ordinary shares to underwriter		-			690,000
Proceeds from related party		-			30,900
Proceeds from target company		250,000			-
Proceeds of convertible note - related party		350,000			-
Advances from target company		400,000			-
Payment of underwriter compensation		-			(690,000	)
Repayment of promissory note - related party		-			(250,000	)
Payment of offering costs		-			(1,097,493	)
Net cash provided by financing activities		250,000			70,038,407
Payment to redeemed public shareholders		(51,010,745	)		-
Net Changes in Cash		(191,928	)		241,570
Net cash provided by (used in) financing activities		(50,260,745	)		70,038,407
Net Changes in Cash		(249,842	)		198,746
Cash - Beginning of period		264,842			125,100
Cash - End of period	$	7215,~~914~~000		$	~~366~~323,~~670~~846
Supplemental Disclosure of Non-cash Financing Activities:
Conversion of Class B to Class A shares	$	-		$	172
Initial classification of common stock subject to possible redemption	$	-		$	69,345,000
Accretion of additional paid in capital to accumulated deficit	$	-		$	1,749,946
Change in value of Class A common stock subject to possible redemption	$	12,~~533~~478,~~534~~053		$	~~668~~1,~~169~~633,661
Deferred underwriting fee payable	$	-		$	2,415,000
Issuance of convertible note – recognition of derivative liability	$	3,244		$	-

The accompanying notes are an integral part of the unaudited consolidated financial statements.

BLACK HAWK ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Description of Organization and Business Operations

Black Hawk Acquisition Corporation (the “Company” or “Black Hawk”), is a blank check company incorporated under the laws of the Cayman Islands with limited liability on September 28, 2023. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~May~~August 31, 2025, the Company had not commenced any operations. All activities through ~~May~~August 31, 2025 are related to the Company’s formation and the initial public offering (“IPO” as defined below), and subsequent to the IPO, identifying a target company for an initial business combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO and, subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected November 30 as its fiscal year end.

The Company’s sponsor is Black Hawk Management LLC (the “Sponsor”), a Delaware limited liability company.

The registration statement for the Company’s IPO became effective on March 20, 2024. On March 22, 2024, the Company consummated the IPO of 6,900,000 units (which does not include the exercise of the over-allotment option by the underwriters in the IPO) at an offering price of $10.00 per unit (the “Public Units’), generating gross proceeds of $69,000,000. Simultaneously with the IPO, the Company sold to its Sponsor 235,500 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $2,355,000, which is described in Note 4.

Transaction costs amounted to $4,474,743, consisted of $690,000 cash underwriting, $2,415,000 deferred underwriting fees (payable only upon completion of a Business Combination), $690,000 for the issuance of representative shares and $679,743 other offering costs.

Upon the closing of the IPO and the private placement on March 22, 2024, a total of $69,345,000 was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial Business Combination and the liquidation due to the Company’s failure to complete a Business Combination within the applicable period of time. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. In addition, interest income earned on the funds in the Trust Account may be released to the Company to pay its income or other tax obligations. With these exceptions, expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the IPO and private placement not held in the Trust Account.

Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Shareholders”) and the underwriters have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), Shares issued as underwriting commissions (see Note 6) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a shareholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Initial Shareholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have 15 months (or up to 18 months or up to 21 months if it extends such period) from the closing of the IPO to consummate a Business Combination (the “Combination Period”). If the Company anticipates that that it may not be able to consummate initial business combination within 15 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 21 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $690,000 ($0.10 per Public Share) or an aggregate of $1,380,000, on or prior to the date of the applicable deadline.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) 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 (which interest shall be net of taxes payable and less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the other Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares, and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the other Initial Shareholders acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.05.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.05 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

On March 10, 2025, the Company entered into a non-binding letter of intent (the “LOI”) with a business combination target, Vesicor Therapeutics, Inc. (“Vesicor”), regarding a potential business combination (the “Transaction”). Vesicor is a California-based early development stage biotechnology corporation focused on the development of p53-based cancer therapeutics delivered via precision-engineered microvesicles.

On March 15, 2025, the Company and Vesicor executed a subsequent letter of intent with an exclusivity period extending until the last day of April 2025 (the “Exclusive LOI”). Pursuant to the LOI, Vesicor deposited two non-refundable deposits totaling $250,000 into the Company’s operating account to cover the costs related to Proposed Transaction.

On April 22, 2025, BH Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of the Company and a Delaware corporation, was formed to be the surviving company after the merger in connection with a contemplated business combination. It has no principal operations or revenue producing activities.

Business Combination Agreement

On April 26, 2025, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Vesicor and Merger Sub, of which Vesicor shall reincorporate into the State of Delaware so as to migrate to and domesticate as a Delaware corporation on the day that is one (1) Business Day prior to the Closing Date. The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, (i) the Company will de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation (the “Domestication”), and (ii) following the Domestication, Merger Sub will merge with Vesicor, resulting in Vesicor being the wholly owned subsidiary of the Company, who will continue to be the listed company on the Nasdaq Stock Market and change its name to Vesicor. At the effective time of the Proposed Transaction, Vesicor’s shareholders and management will receive the right to receive a number of shares of Black Hawk’s common stock equal to the consideration ratio as further specified in the Business Combination Agreement. The shares held by certain Vesicor’s shareholders will be subject to lock-up agreements for a period of six (6) months following the closing of the Proposed Transaction, subject to certain exceptions.

The Transaction values Vesicor at a pre-money equity value of $70 million. Existing Vesicor shareholders and management will not receive any cash proceeds as part of the transaction and will roll over 100% of their equity into the combined company.

The Transaction, which has been approved unanimously by the boards of directors of both Black Hawk and Vesicor, is subject to regulatory approvals, the approvals by the shareholders of Black Hawk and Vesicor, respectively, and the satisfaction of certain other customary closing conditions including the approval by Nasdaq of the listing application of the combined company. The Business Combination is expected to be completed by the fourth quarter of 2025.

2025 Extraordinary General Meeting

The Company filed its definitive proxy statement on June 10, 2025, announcing its Extraordinary General Meeting would be held on June 20, 2025 to vote on three proposals: (i) a proposal by special resolution to amend the Second Amended and Restated Memorandum and Articles of Association to allow the Company to extend the deadline for the Combination Period by up to eighteen (18) one-month extensions, from June 22, 2025 (the “Termination Date”) to December 22, 2026, for a maximum of 36 months from the date of the Company’s initial public offering; (ii) a related proposal by special resolution to amend the Trust Agreement, dated March 20, 2024, by and between Black Hawk and Continental Stock Transfer & Trust Company, to allow for such one-month extensions, with each extension conditioned upon the deposit into the Trust Account of $0.03 per remaining public share (after redemptions) for each month extended;, and (iii) a proposal, by ordinary resolution, to adjourn the Extraordinary General Meeting, to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the proposals.

On June 20, 2025, the Company held its Extraordinary General Meeting which, without conducting any business was adjourned. The Extraordinary General Meeting was adjourned again on June 23, 2025; June 27, 2025; July 1, 2025; and July 3, 2025 in order to solicit additional votes on the matters listed in the notice of Extraordinary General Meeting and the proxy statement, particularly the Trust Amendment Proposal (further described below).

Also on June 20, 2025, the Company filed a supplemental proxy statement revising the language of the Trust Amendment Proposal. Specifically, the original language referencing deposits of “up to $55,000 per one-month extension” was removed and replaced with a new structure. As revised, the proposal allows Black Hawk to extend the Termination Date up to eighteen (18) times, each for an additional one (1) month, from the current Termination Date to December 22, 2026, by depositing into the Trust Account $0.033 per remaining public share (after redemptions) for each monthly extension, in accordance with the Company’s Trust Agreement, dated March 20, 2024, with Continental Stock Transfer & Trust Company, as trustee.

On July 7, 2025, the Company filed a supplemental proxy statement further amending the Extension Proposal. The amendment revised the proposed termination date from June 22, 2025 to December 22, 2026, and modified the terms of the Trust Agreement Amendment Proposal. Under the revised terms, the Company may extend the deadline to consummate a business combination by up to eighteen (18) one-month periods, with each extension conditioned upon a deposit of $150,000 per month into the Trust Account, in accordance with the Investment Management Trust Agreement, dated March 20, 2024, between the Company and Continental Stock Transfer & Trust Company.

The Company held its Extraordinary General Meeting on July 8, 2025, at which shareholders approved the Extension Proposal and related amendments to Black Hawk’s governing documents and Trust Agreement. As a result, Black Hawk now has the ability to extend the business combination deadline monthly through December 22, 2026, subject to making the required $150,000 monthly deposits into the Trust Account.

In connection with the Extraordinary General Meeting, holders of 4,775,923 public ordinary shares exercised their redemption rights, resulting in a total payment of approximately $51.0 million (at approximately $10.68 per share) from the Trust Account. Following the redemptions, approximately $22.7 million remains in the Trust Account, and 2,124,077 public ordinary shares remain issued and outstanding.

Extension Payment

In connection with the Extension, the Sponsor agreed to make Extension Payment following the approval and implementation of the Extension. Beginning on June 22, 2025 until December 22, 2026, Black Hawk may elect to extend the date by which Black Hawk 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 Black Hawk’s Trust Account. On July 15, 2025, Black Hawk exercised its first extension by depositing $150,000 into the Trust Account to extend the deadline to complete the Business Combination from June 22, 2025 to July 22, 2025. On July 23, 2025, August 25, 2025, and September 23, 2025, the Company deposited $150,000 into the Trust Account each time to extend the deadline to complete the Business Combination to October 22, 2025.

Going Concern Consideration

As of ~~May~~August 31, 2025, the Company had $7215,~~914~~ 000 in cash and working capital deficit of $~~111~~901,~~520~~638. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $250,000 (see Note 5).

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

Various social and political circumstances in the U.S. and around the world (including rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide.

As a result of these circumstances and the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected.. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.9

8As a result of these circumstances and the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. They should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on February 7, 2025. The interim results for the three and ~~six~~ nine months ended ~~May~~August 31, 2025 are not necessarily indicative of the results that may be expected through November 30, 2025 or for any future periods.

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $7215,~~914~~000 and $264,842 in cash and none in cash equivalents as of ~~May~~August 31, 2025 and November 30, 2024, respectively.

Investments Held in Trust Account

As of ~~May~~August 31, 2025 and November 30, 2024, the Company had $7323,~~362~~296,~~798~~572 and $71,829,264 in investments held in the Trust Account comprised of money market funds that invest in U.S. government securities.

Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statement of operations. The estimated fair value of investments held in the Trust Account is determined using available market information.

Deferred Offering Costs

The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs were $4,309,493 consisting principally of $3,795,000 underwriting fees $514,493 legal and other expenses that are directly related to the IPO and charged to shareholders’ equity upon the completion of the IPO.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that is included in the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits, and no amounts accrued for interest and penalties as of ~~May~~August 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.

Net Income Per Ordinary Share

The Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. Net income per ordinary is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Initial Shareholders. As of ~~May~~August 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Class A ordinary shares and then share in the earnings of the Company. As a result, diluted income per ordinary share is the same as basic income per share for the period presented.

Schedule of basic income (loss) per share
	Three Months EndedMay 31, 2025				Three Months EndedMay 31, 2024
	Three Months EndedAugust 31, 2025				Three Months EndedAugust 31, 2024
	Redeemableshares		Non-redeemableshares		Redeemableshares		Non-redeemableshares
Basic and diluted net per share
Numerator:
Allocation of net income (loss)	$	402,233	$	118,309	$	224,248	$	86,688
Allocation of net income	$	103,251	$	51,150	$	682,904	$	200,863
Denominator:
Basic and diluted weighted average shares outstanding		64,~~900~~096,~~000~~741		2,029,500		56,~~250~~900,000		2,029,500
Basic and diluted net income (loss) per share	$	0.06	$	0.06	$	0.04	$	0.04
Basic and diluted net income per share	$	0.03	$	0.03	$	0.10	$	0.10


	Nine Months Ended August 31, 2025				Nine Months Ended August 31, 2024
	Redeemable shares		Non- redeemable shares		Redeemable shares		Non- redeemable shares
Basic and diluted net per share
Numerator:
Allocation of net income	$	994,578	$	338,744	$	792,640	$	371,362

Denominator:
Basic and diluted weighted average shares outstanding		5,958,760		2,029,500		4,064,727		1,904,378
Basic and diluted net income per share	$	0.17	$	0.17	$	0.20	$	0.20

	Six Months Ended May 31, 2025				Six Months Ended May 31, 2024
	Redeemable shares		Non- redeemable shares		Redeemable shares		Non- redeemable shares
Basic and diluted net per share
Numerator:
Allocation of net income (loss)	$	910,975	$	267,946	$	165,067	$	115,168
Denominator:
Basic and diluted weighted average shares outstanding		6,900,000		2,029,500		2,639,344		1,841,475
Basic and diluted net income (loss) per share	$	0.13	$	0.13	$	0.06	$	0.06

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately.

Convertible Promissory Notes and Derivative Liabilities

The Company accounts for convertible promissory notes under ASC 470 “Debt” and evaluates embedded features under ASC 815 “Derivatives and Hedging”. Sponsor or affiliate loans may be converted into ordinary shares upon completion of a Business Combination.

If the conversion option has a fixed conversion price and meets the “own-equity” scope exception in ASC 815-40, the note is accounted for as a single debt instrument. If the conversion price is variable or indexed to the target company’s equity, the conversion feature is bifurcated and recorded as a derivative liability, initially measured and subsequently remeasured at fair value each reporting period, with changes recognized in earnings. The debt host is recorded at the residual amount and amortized to face value using the effective interest method. Convertible notes and derivative liabilities are classified as current liabilities if settlement or conversion is expected within one year. Fair value is estimated using the Black-Scholes, Binomial, or Monte Carlo models and is categorized as Level 3 under ASC 820.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Note 3 — Initial Public Offering

On March 22, 2024, the Company sold 6,900,000 Units at a price of $10.00 per Unit generating gross proceeds of $69,000,000. Each Unit consists of one Class A ordinary share and one-fifth (1/5) of one right (“Public Right”). Each Public Right will convert into one Class A ordinary share upon the consummation of a Business Combination.

Note 4 — Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 235,500 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $2,355,000 in a private placement. The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions. Each Private Unit will consist of one Class A ordinary share (“Private Share”) and one-fifth (1/5) of one right (“Private Right”). Each Private Right will convert into one Class A ordinary share upon the consummation of a Business Combination. The proceeds from the Private Units will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

Note 5 — Related Party Transactions

Founder Shares

On October 16, 2023, the Company issued 17,250,000 shares of Class B ordinary shares, $0.0001 per share to the Sponsor (“Founder Shares”), for an aggregated consideration of $25,000, or approximately $0.0145 per share. On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of common stock were converted to 1,725,000 Class B ordinary shares. On March 18, 2024, the Company elected to convert 1,725,000 Class B ordinary shares into 1,725,000 Class A ordinary shares upon the closing of IPO. On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, $0.0126 par value per ordinary share. As of ~~May~~August 31, 2025 and November 30, 2024, there were 1,725,000 Founder Shares issued and outstanding.

The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares for a time period ending on the date that is the earlier of (A) six months after the completion of the Company’s initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of the public shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, the converted shares of our Class A ordinary shares will be released from the lock-up if (1) the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (2) if the Company complete a transaction after the initial business combination which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. The Initial Shareholders also agree not to transfer any ownership interest in, except to permitted transferees, their private placement until at least 30 days following the completion of the business combination. However, if after a business combination there is a transaction whereby all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation) or another issuer’s shares, then the Founder Shares or the private placement units (or any shares of ordinary shares thereunder) shall be permitted to participate.

Due from Related Party

The Company reimbursed the Sponsor for its payment of $30,900 professional fees to a service provider which is no longer engaged by the Company. The amount was unsecured, interest-free and due on demand, which was offset with the repayment of the Promissory Note on March 25, 2024. As of ~~May~~August 31, 2025 and November 30, 2024, the Company had no amount due from related party.

Promissory Note — Related Party

On October 16, 2023, the Sponsor agreed to loan the Company up to an aggregate amount of $250,000 to be used, in part, for transaction costs incurred in connection with the Proposed Public Offering (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due on the earlier of: (i) September 30, 2024 or (ii) the date on which the Company closes the IPO. The entire loan amount was repaid by the Company on March 25, 2024. The Company had no borrowings under the Promissory Note as of ~~May~~ August 31, 2025 and November 30, 2024.

Convertible Note — Related Party

On June 13, 2025, the Company issued a convertible note to the Sponsor in the amount of up to $350,000 to be used for working capital and extension fee purposes (“Convertible Note”). The Convertible Note provides the Sponsor with the option to convert any unpaid principal and accrued interest into ordinary shares of the Company upon consummation of a Business Combination. It is unsecured with a 6% annual interest rate and is due on the earlier of the date on which the Company consummates a business combination, or the liquidation date as may be approved by the Company’s stockholders. Conversion price per share shall be the most favorable price per share, conversion rate, or valuation assigned to any equity securities issued by the target company in connection with the DeSPAC transaction to any third party during the thirty-six (36) months immediately preceding the date of conversion. Because the conversion price is variable and based on the valuation of equity securities issued by the target company, management determined that the embedded conversion option does not meet the equity scope exception under ASC 815-40. Accordingly, the conversion feature has been bifurcated from the debt host and recorded as a derivative liability at fair value, with subsequent remeasurement through earnings each period. At issuance of the Convertible Note on June 13, 2025, the Company recorded a debt discount of $3,244 based on the fair value of the conversion option, representing the difference between the face value of the Convertible Note and its initial carrying amount. The discount of $3,244 will be amortized to interest expense over the expected term of the debt, which is approximately six months from the issue date (see Note 8 — Fair Value Measurements).

As of August 31, 2025, the derivative liability associated with the Convertible Note was measured at $2,140, compared to an initial fair value of $3,244 at issuance, resulting in a non-cash gain of $1,104 recognized in “Change in fair value of derivative liability” in the accompanying unaudited consolidated statement of operations. Additionally, the Company incurred and accrued approximately $3,320 and $3,320 for the three months and nine months ended August 31, 2025, respectively. As of August 31, 2025 and November 30, 2024, the Company had $350,076 (including $3,320 accrued interest) and $0 balance outstanding under the Convertible Note.

Related Party Loans

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Initial Shareholders or their affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes an initial Business Combination, it will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Certain amount of such loans may be converted into private at $10.00 per share at the option of the lender. As of ~~May~~August 31, 2025 and November 30, 2024, the Company had no borrowings under the working capital loans.

Administrative Services Agreement

The Company entered into an Administrative Services Agreement with the Sponsor on December 4, 2023, commencing on the effective date of the registration statement of IPO through the later of the Company’s consummation of a Business Combination or 21 months from such effective date, to pay the Sponsor a total of $10,000 per month for office space and administrative and support services. The Company incurred $30,000 and $6090,000 for the three months and ~~six~~nine months ended ~~May~~August 31, 2025, respectively. The entire amount was paid to the Sponsor, and as such, there was no amount due to the Sponsor as of ~~May~~August 31, 2025.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares issued and outstanding on the date of this prospectus, as well as the holders of the private units and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of ordinary shares issuable upon conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the registration statement. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of ordinary shares are to be released from trust. The holders of a majority of the private units and units issued in payment of working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that the Company consummate an initial business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Right of First Refusal

The Company has granted EF Hutton for a period of 18 months after the date of the consummation of the Company’s Business Combination, an irrevocable right of first refusal to act as lead left book-running managing underwriter or lead left placement agent with at least 50% of the economics; or, in the case of a three-handed deal, 40% of the economics, for any and all future public and private equity, convertible and debt offerings.

Underwriting Agreement

The Company granted EF Hutton, the representative of the underwriters, a 45-day option from March 22, 2024, to purchase up to 1,035,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and is accounted for as a liability pursuant to ASC 480. The value of the over-allotment option was estimated to be $93,150 as of March 22, 2024. The underwriters did not excise the over-allotment option, as such, there was no liability accrued on the balance sheet as of ~~May~~August 31, 2025.

The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO or $690,000. In addition, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO or $2,415,000 will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Additionally, the Company issued the underwriters 69,000 shares of Class A ordinary shares for the representative shares, at the closing of the IPO as part of representative compensation on March 22, 2024.

Note 7 — Shareholders’ Deficit

Ordinary Shares — The Company is authorized to issue up to 450,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, par value $0.0001 per share. Holders of Class A ordinary shares and holders of Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by the shareholders, except as required by law; provided that, prior to the initial Business Combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors, and holders of a majority of the Class B ordinary shares may remove a member of the board of directors. With respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection with the initial Business Combination, except as required by law or the Company’s articles of association, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class. The Class B ordinary shares held by the Sponsor may convert into Class A ordinary shares at any time at their option, but will automatically convert into Class A ordinary shares upon the completion of the initial Business Combination on a one-for-one basis, subject to adjustments. On March 18, 2024, the Company elected to convert 1,725,000 Class B ordinary shares into 1,725,000 Class A ordinary shares upon the closing of IPO. On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, $0.0126 par value per ordinary share. On July 8, 2025, the Company held its Extraordinary General Meeting in which holders of 4,775,923 public ordinary shares exercised their redemption rights. Following the redemptions, 2,124,077 public ordinary shares remain issued and outstanding. As of ~~May~~August 31, 2025 and November 30, 2024, there were 2,029,500 Class A non-redeemable ordinary shares issued and outstanding (excluding 2,124,077 and 6,900,000 Class A ordinary shares subject to redemption) ~~issued~~as of August 31, 2025 and ~~outstanding~~November 30, 2024, respectively).

Rights — Each holder of a right will receive one share of Class A Ordinary Share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon conversion of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively covert its rights in order to receive one share underlying each right (without paying additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company).

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of Class A Ordinary Share underlying the rights.

Note 8 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of May 31, 2025 and November 30, 2024, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.16

Schedule of Assets measured at fair value on a recurring basis
	May 31,2025		QuotedPrices inActive Markets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantOtherUnobservableInputs(Level 3)
Assets
Investments held in Trust Account	$	73,362,798	$	73,362,798		-		-

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of August 31, 2025 and November 30, 2024, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.


	August 31, 2025		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Investments held in Trust Account	$	23,296,572	$	23,296,572		-		-


	November 30, 2024		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Investments held in Trust Account	$	71,829,264	$	71,829,264		-		-

August 31,
2025

Quoted
Prices in
Active Markets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant

Other
Unobservable
Inputs
(Level 3)

Liabilities:

Derivative liability -Convertible Note conversion option

2,140

November 30,

2024

Quoted
Prices in
Active Markets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Other
Unobservable
Inputs
(Level 3)

Liabilities:

Derivative liability -Convertible Note conversion option

The fair value of the conversion feature was estimated at the as converted value at August 31, 2025 and initial measurement date of June 13, 2025 to be $2,140 and $3,244, respectively. The binomial tree model was used based on the following key assumptions:

Schedule of fair value assumptions
	At Issuance – June 13, 2025			At August 31, 2025
Strike Price	$	1.88		$	1.88
Stock Price	$	1.88		$	1.88
Time to maturity (in year)		0.54			0.33
Business combination success rate		32.14	%		32.14	%
Expected Volatility		5.7	%		5.7	%
Expected dividend yield		0	%		0	%
Risk-free rate		4.02	%		3.68	%

The following table presents the changes in the fair value of the Level 3 Derivative liability -Convertible Note conversion option:


Fair value as of November 30, 2024	$	-
Initial recognition at issuance (June 13, 2025)		3,244
Change in valuation recognized in earnings		(1,104	)
Fair value as of August 31, 2025	$	2,140

Note 9 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Schedule of segment information
	For the Three Months Ended May 31,				For the Six Months Ended May 31,
	For the Three Months Ended August 31,				For the Nine Months Ended August 31,
	2025		2024		2025		2024
General and administrative expenses	$	~~217~~311,~~598~~265	$	~~335~~54,~~259~~903	$	~~296~~607,~~367~~632	$	~~365~~420,~~960~~863
Interest earned on investments held in Trust Account	$	~~767~~494,~~623~~519	$	~~668~~965,~~169~~492	$	12,~~533~~028,~~534~~053	$	~~668~~1,~~169~~633,661

The key measures of segment profit or loss reviewed by the CODM are general and administrative expenses and interest earned on investments held in Trust Account. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Interest earned on investments held in Trust Account are reviewed to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statement was issued. Based on the review ~~as further disclosed in the footnotes and except as disclosed below~~, management ~~did~~identified ~~not~~the ~~identify~~following ~~any~~ material subsequent event requiring disclosure in the financial ~~statement~~statements.

On ~~June~~September 1023, 2025, the Company ~~filed~~issued ana ~~Amendment~~convertible ~~No.~~note 1 to the ~~definitive~~Sponsor ~~proxy~~in ~~statement (~~the ~~“Proxy~~amount ~~Statement”) in connection with an extraordinary general meeting~~ of ~~the Company’s~~up ~~shareholders~~ to ~~be held on June 20~~$350,000 ~~2025~~ to ~~consider~~be ~~and~~used ~~vote~~for ~~on,~~working ~~among~~capital ~~the other proposals, a proposal to amend its Second Amended~~ and ~~Restated~~extension ~~Memorandum~~fee ~~and~~purposes ~~Articles of Association to extend the timeline the Company has to consummate a business combination from June 22, 2025 to December 22, 2026~~ (~~the~~ “~~Extension~~September ~~Proposal~~Convertible Note”). OnThe ~~June~~September ~~20,~~Convertible ~~2025,~~Note ~~the~~is ~~Company~~unsecured ~~filed~~with a ~~supplement~~10% toannual ~~its Proxy Statement to inform its shareholders that if the Extension Proposal is approved and the extension is implemented, (i) the Company will waive its right to withdraw up to $100,000 of~~ interest ~~from~~rate ~~the~~commencing ~~trust account to pay dissolution expenses (ii) the Company will file a Current Report~~ on ~~Form~~September ~~8-K~~10, ~~to alert its shareholders when each extension contribution has been deposited into the Trust Account~~2025, and ~~(iii) the Company will not seek shareholder approval~~continuing tofor ~~modify~~a ~~the~~period ~~terms~~ of ~~the~~one ~~extension during the extension period~~year. OnIt ~~the~~is ~~same~~due ~~day,~~on the ~~Company~~earlier ~~filed an additional supplement to its Proxy Statement to modify the terms~~ of the ~~Trust~~date ~~Agreement~~on ~~Amendment~~which ~~Proposal by removing~~ the ~~phrase~~Company ~~“up~~consummates toa ~~$55,000 per~~business ~~one-month extension”. Following this modification~~combination, or the ~~Trust~~liquidation date ~~Amendment~~as ~~Proposal~~may ~~now~~be ~~provides~~approved ~~for~~by ~~an amendment to~~ the Company’s ~~investment~~ ~~management~~stockholders. ~~trust~~Conversion ~~agreement,~~price ~~dated~~per asshare ofshall ~~March 20,~~be ~~2024, to allow~~ the ~~Company~~most tofavorable ~~extend~~price ~~the~~per ~~termination~~share, ~~date up to eighteen~~conversion ~~(18)~~rate, ~~times~~or ~~for~~valuation anassigned ~~additional one (1) month each time from the June 22, 2025~~ to ~~December~~any ~~22,~~equity ~~2026~~securities issued by ~~depositing into~~ the ~~trust~~target ~~account an~~company ~~amount~~in ~~equal~~connection towith ~~$0.033 multiplied by~~ the ~~number~~DeSPAC oftransaction ~~ordinary shares sold~~ to ~~the~~any ~~public in the Company’s initial public offering~~third ~~and~~party ~~that~~during ~~remain outstanding after giving effect to~~ the ~~shares~~thirty-six ~~that~~(36) ~~are~~months ~~redeemed~~immediately inpreceding ~~connection with~~ the ~~vote~~date onof ~~the Extension Proposal for each one-month extended~~conversion.

On ~~June 20~~September 23, 2025, the Company ~~filed~~deposited ~~a Current Report on Form 8-K to disclose that the extraordinary general meeting has been adjourned to June 23~~$150, ~~2025. On June~~000 ~~23,~~to ~~2025,~~ the ~~Company~~Trust ~~filed~~Account ~~another Current Report on Form 8-K~~ to ~~disclose~~extend ~~that~~ the ~~extraordinary~~Business ~~general~~Combination ~~meeting~~Period ~~has been adjourned~~ to ~~June~~October 2722, 2025.

1618

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,” “our,” “us” or “we” refer to Black Hawk Acquisition Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (“IPO” as defined below), and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

1719

Recent Developments

Business Combination Agreement

Change of Board of Directors

On April 29, 2025, the Company reported the death of Brandon Miller, a member of the Company’s board of directors (the “Board”) and the Chairperson of the Audit Committee.

On April 29, 2025, the Board appointed Daniel M. McCabe, a current member of the Board and the then Chairperson of the Compensation Committee, to serve as Chairperson of the Audit Committee. On the same day, Mr. McCabe resigned from his position as Chairperson of the Compensation Committee, and the Board appointed Terry W. Protto, a current member of the Board, to serve as Chairperson of the Compensation Committee.

~~Proxy Statement~~2025 Extraordinary General Meeting

OnBlack ~~June 10,~~Hawk ~~2025, the Company~~ filed anits ~~Amendment No. 1 to the~~ definitive proxy statement ~~(the~~on ~~“Proxy~~June ~~Statement”)~~10, in2025, ~~connection~~announcing ~~with an~~its ~~extraordinary~~Extraordinary ~~general~~General ~~meeting~~Meeting ofwould ~~the Company’s shareholders to~~ be held on June 20, 2025 to ~~consider and~~ vote on, ~~among~~three ~~the other~~ proposals,: (i) a proposal by special resolution to amend ~~its~~Black Hawk’s Second Amended and Restated Memorandum and Articles of Association to allow Black Hawk to extend the ~~timeline~~deadline for the ~~Company has~~Combination Period by up to ~~consummate~~twenty-one a(21) ~~business~~one-month ~~combination~~extensions, from June 22, 2025 ~~to December 22, 2026~~ (the “~~Extension~~Termination ~~Proposal~~Date”). Onto ~~June~~March 2022, ~~2025~~ 2027, ~~the~~for ~~Company filed~~ a ~~supplement~~maximum toof ~~its~~36 ~~Proxy~~months ~~Statement to~~from ~~inform its shareholders that if~~ the ~~Extension~~date ~~Proposal~~of ~~is approved and~~ the ~~extension~~IPO; ~~is implemented,~~ (iii) ~~the~~A ~~Company~~related ~~will~~proposal ~~waive~~by ~~its~~special ~~right~~resolution to ~~withdraw~~amend upthe toTrust ~~$100~~Agreement,~~000~~ ofdated ~~interest~~March ~~from~~20, ~~the trust account to pay dissolution expenses~~2024, ~~(ii)~~by ~~the~~and ~~Company~~between ~~will~~Black ~~file~~Hawk aand ~~Current~~Continental ~~Report~~Stock onTransfer ~~Form~~& ~~8-K to alert its shareholders when each extension contribution has been deposited into the~~ Trust ~~Account~~Company, ~~and (iii) the Company will not seek shareholder approval~~ to ~~modify~~allow ~~the~~for ~~terms~~such ofone-month ~~the~~extensions, ~~extension during~~with ~~the~~each extension ~~period.~~conditioned Onupon the ~~same~~deposit ~~day,~~into the ~~Company~~Trust ~~filed~~Account ~~an additional supplement to its Proxy Statement to modify the terms~~ of ~~the~~ ~~Trust Agreement Amendment Proposal by removing the phrase “up to~~ $~~55,000~~0.03 per ~~one-month~~remaining ~~extension”.~~public ~~Following~~share ~~this~~(after ~~modification, the~~redemptions) ~~Trust Amendment Proposal now provides~~ for aneach ~~amendment~~month toextended;, ~~the~~and ~~Company’s~~(iii) ~~investment~~a ~~management trust agreement~~proposal, ~~dated~~by asordinary ~~of March 20~~resolution, ~~2024,~~ to ~~allow~~adjourn the ~~Company~~Extraordinary toGeneral ~~extend~~Meeting, ~~the termination date up~~ to ~~eighteen~~a ~~(18)~~later ~~times~~date ~~for~~or andates, ~~additional~~if ~~one (1) month each time from the June 22~~necessary, ~~2025~~ to ~~December~~permit ~~22,~~further ~~2026~~solicitation byand ~~depositing~~vote ~~into~~of ~~the~~proxies ~~trust~~if, ~~account~~based anupon ~~amount equal to $0.033 multiplied by~~ the ~~number of~~tabulated ~~ordinary~~vote ~~shares~~at ~~sold to~~ the ~~public~~time inof the ~~Company’s~~Extraordinary ~~initial~~General ~~public~~Meeting, ~~offering~~there ~~and~~are ~~that~~not ~~remain~~sufficient ~~outstanding~~votes ~~after giving effect~~ to ~~the~~approve ~~shares that are redeemed in connection with~~ the ~~vote on the Extension Proposal for each one-month extended~~proposals.

On June 20, 2025, ~~the~~Black ~~Company~~Hawk ~~filed~~held aits ~~Current~~Extraordinary ~~Report~~General ~~on Form~~Meeting ~~8-K~~which, towithout ~~disclose~~conducting ~~that~~any ~~the extraordinary~~business ~~general~~was ~~meeting~~adjourned. ~~has~~The ~~been~~Extraordinary General Meeting was adjourned toagain on June 23, 2025.; On June 2327, 2025; July 1, ~~the~~2025; ~~Company~~and ~~filed~~July ~~another~~3, ~~Current~~2025 ~~Report~~in order to solicit additional votes on ~~Form~~ ~~8-K~~the tomatters ~~disclose~~listed ~~that~~ in the ~~extraordinary~~notice ~~general~~of ~~meeting~~Extraordinary ~~has~~General ~~been~~Meeting ~~adjourned~~and tothe ~~June~~proxy 27statement, ~~2025~~particularly the Trust Amendment Proposal (further described below).

Also on June 20, 2025, Black Hawk filed a supplemental proxy statement revising the language of the Trust Amendment Proposal. Specifically, the original language referencing deposits of “up to $55,000 per one-month extension” was removed and replaced with a new structure. As revised, the proposal allows Black Hawk to extend the Termination Date up to eighteen (18) times, each for an additional one (1) month, from the current Termination Date to December 22, 2026, by depositing into the Trust Account $0.033 per remaining public share (after redemptions) for each monthly extension, in accordance with Black Hawk’s Trust Agreement, dated March 20, 2024, with Continental Stock Transfer & Trust Company, as trustee.

On July 7, 2025, Black Hawk filed a supplemental proxy statement further amending the Extension Proposal. The amendment revised the proposed termination date from June 22, 2025 to December 22, 2026, and modified the terms of the Trust Agreement Amendment Proposal. Under the revised terms, Black Hawk may extend the deadline to consummate a business combination by up to eighteen (18) one-month periods, with each extension conditioned upon a deposit of $150,000 per month into the Trust Account, in accordance with the Investment Management Trust Agreement, dated March 20, 2024, between Black Hawk and Continental Stock Transfer & Trust Company.

Black Hawk held its Extraordinary General Meeting on July 8, 2025, at which shareholders approved the Extension Proposal and related amendments to Black Hawk’s governing documents and Trust Agreement. As a result, Black Hawk now has the ability to extend the business combination deadline monthly through December 22, 2026, subject to making the required $150,000 monthly deposits into the Trust Account.

Extension Payment

In connection with the Extension, the Sponsor agreed to make Extension Payment following the approval and implementation of the Extension. Beginning on June 22, 2025 until December 22, 2026, Black Hawk may elect to extend the date by which Black Hawk 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 Black Hawk’s Trust Account. On July 15, 2025, Black Hawk exercised its first extension by depositing $150,000 into the Trust Account to extend the deadline to complete the Business Combination from June 22, 2025 to July 22, 2025. On July 23, 2025, August 25, 2025 and September 23, 2025, the Company deposited $150,000 into the Trust Account each time to extend the deadline to complete the Business Combination to October 22, 2025.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 28, 2023 (inception) through ~~May~~August 31, 2025, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination.

We expect to generate non-operating income in the form of interest income on marketable securities held after the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended ~~May~~August 31, 2025, we had net income of $~~520~~154,~~542~~401, which consisted of general and administrative expenses of $~~217~~311,~~598~~265, related party administrative fees of $30,000, offset by interest income of $~~768~~494,~~140~~562 and a decrease in fair value of derivative liability of $1,104. For the three months ended ~~May~~ August 31, 2024, we had net income of $~~310~~883,~~936~~767, which consisted of general and administrative expenses of $~~335~~54,~~259~~903, related party administrative fees of $2330,~~945~~000, offset by interest income of $~~670~~968,~~140~~670.

18For the nine months ended August 31, 2025, we had net income of $1,333,322, which consisted of general and administrative expenses of $607,632, related party administrative fees of $90,000, offset by interest income of $2,029,850 and a decrease in fair value of derivative liability of $1,104. For the nine months ended August 31, 2024, we had net income of $1,164,002, which consisted of general and administrative expenses of $420,863, related party administrative fees of $53,945, offset by interest income of $1,638,810.

For the six months ended May 31, 2025, we had net income of $1,178,921, which consisted of general and administrative expenses of $296,367, related party administrative fees of $60,000, offset by interest income of $1,535,288. For the six months ended May 31, 2024, we had net income of $280,235, which consisted of general and administrative expenses of $365,960, related party administrative fees of $23,945, offset by interest income of $670,140.21

Change in Fair Value of Derivative Liability

For the nine months ended August 31, 2025, the Company recognized a non-cash gain of $1,104 related to the change in fair value of the derivative liability associated with the Sponsor’s Convertible Note. The derivative liability represents the fair value of the embedded conversion feature, which was measured using the Binomial-Tree model under ASC 820, Fair Value Measurement.

The change in fair value primarily reflects the passage of time and updated valuation inputs, including risk-free interest rate and expected volatility assumptions, rather than any change in the underlying terms of the instrument. Because this item is non-cash in nature, it does not impact the Company’s liquidity, cash flows, or ability to fund ongoing operations. Future changes in market conditions or volatility assumptions could result in additional non-cash gains or losses through earnings until the Convertible Note is either converted or settled.

Liquidity and Capital Resources

On March 22, 2024, we consummated our IPO of 6,900,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $69,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 235,500 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $2,355,000.

We intend to use substantially all of the net proceeds of the IPO and the private placement, including the funds held in the Trust Account, in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting discounts and commissions payable to the underwriters in the IPO in an amount equal to 3.5% of the total gross proceeds raised in the IPO upon consummation of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of ~~May~~August 31, 2025, we had cash of $7215,~~914~~000 and a working capital deficit of $~~111~~901,~~520~~638. The Company’s liquidity needs prior to the consummation of the IPO had been ~~satisfied~~ satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $250,000. Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.

The Company will use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

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The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial ~~statement~~statements ~~does~~do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of ~~May~~August 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

Administrative Services Agreement

Underwriting Agreement

Upon closing of a Business Combination, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $2,415,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement. Additionally, we issued the underwriters 69,000 shares common stock, or the representative shares, at the closing of the IPO as part of representative compensation.

Business Combination Agreement

2023

Critical Accounting Policies and Estimates

The preparation of unaudited financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies and estimates.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of ~~May~~August 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management including our Chief Executive Officer, Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of ~~May~~August 31, 2025, our Chief Executive Officer and Chief Financial Officer carried out an evaluation with the participation of management of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of ~~May~~August 31, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Internal Controls

A control system, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Item 1A. Risk Factors.

As a smaller reporting company, we are not required to make disclosures under this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On October 16, 2023, the Sponsor received 17,250,000 of Company’s shares of common stock in exchange for $25,000 paid for deferred offering costs borne by the founder. On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of common stock converted to 1,725,000 Class B ordinary shares. On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, $0.0126 par value per ordinary share.

On March 22, 2024, 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-fifth (1/5) of one right to receive 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.

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 “Private Placement Units”), each Private Placement Unit consisting of one Ordinary Share and one-fifth (1/5) of one right, to the Sponsor at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,355,000.

Following the closing of our IPO, an aggregate of $69,345,000 from the net proceeds of the IPO and the sale of the Private Placement Units was held in the Trust Account.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits

Exhibit No.		Description
31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: ~~June~~October 2620, 2025

	Black Hawk Acquisition Corporation

	By:	/s/ Kent Louis Kaufman
	Name:	Kent Louis Kaufman
	Title:	Chief Executive Officer and Chairman
		(Principal Executive Officer, Principal Financial and Accounting Officer)

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