UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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EXPLANATORY NOTE
On July 14, 2025, Black Hawk Acquisition Corp, a Cayman Islands exempted company (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) disclosing, among other things, the results of the extraordinary general meeting of shareholder (the “Extraordinary General Meeting”) held on July 8, 2025.
This Current Report on Form 8-K/A is filing as an amendment to the Original Form 8-K solely to clarify the disclosure under Item 8.01 and to include information regarding the total number of ordinary shares issued and outstanding following the Redemption, which is 4,153,577 ordinary shares.
Except as stated herein, this Current Report on Form 8-K/A does not reflect events occurring after the filing of the Original Form 8-K on July 14, 2025 and no attempt has been made to this Current Report on Form 8-K/A to modify or update other disclosures as presented in the Original Form 8-K. Accordingly, this Form 8-K/A should be read in conjunction with the Original Form 8-K and our filings with the SEC subsequent to the filing of the Original Form 8-K. The Item 8.01 of the Original Form 8-K is hereby amended and replaced with the following disclosure:
Item 8.01. Other Events.
In connection with the shareholders’ vote at the Meeting, holders of 4,775,923 ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, approximately $51,010,745.30 (approximately $10.68 per share) will be removed from the Trust Account to pay such holders and approximately $22,686,871.39 will remain in the Trust Account.
Following the Redemption, the Company will have 2,124,077 public ordinary shares issued and outstanding. In total, the Company will have 4,153,577 ordinary shares issued and outstanding.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
July 22, 2025
| Black Hawk Acquisition Corporation | ||
| By: | /s/ Kent Louis Kaufman | |
| Name: | Kent Louis Kaufman | |
| Title: | Chief Executive Officer | |
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