Black Hawk Acquisition Corp secures up to $300,000 convertible note from sponsor

Black Hawk Acquisition Corporation, a Cayman Islands exempted company, reported in an 8-K that on August 21, 2026 it issued a convertible promissory note in the principal amount of up to $300,000 to Black Hawk Management LLC, the sponsor.¹

Under the note's terms, the company may request advances from the sponsor from time to time for working capital and extension fees, up to a total principal amount of $300,000.¹ The note carries a 10% annual interest rate starting July 8, 2026, running for one year.¹

Repayment is triggered by either the closing of the company's initial business combination, referred to as a DeSPAC Transaction, or the company's liquidation.¹ If liquidation occurs, the note must be repaid in cash; if a DeSPAC Transaction occurs, the sponsor can choose cash repayment or convert the outstanding principal into shares of the post-combination company at $1.00 per share.¹ Any converted shares would be calculated by dividing the converted principal by $1.00, rounded up to the nearest whole share.¹

The company noted the note can be prepaid at any time without penalty and is unsecured, with the sponsor waiving any claim to funds held in the company's IPO trust account.¹ The note issuance was made under the exemption from registration under Section 4(a)(2) of the Securities Act.¹

The filing was signed by Kent Louis Kaufman, Chief Executive Officer, on August 26, 2026, per the correct spelling used on the cover page of the filing; the signature block itself contains a typographical variant, "Kent Lous Kaufman," which appears to be a clerical error rather than an alternate name.