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                               February 21, 2024

       Kent Louis Kaufman
       Chief Executive Officer
       Black Hawk Acquisition Corp
       4125 Blackhawk Plaza Circle, Suite 166
       Danville, CA 94506

                                                        Re: Black Hawk
Acquisition Corp
                                                            Registration
Statement on Form S-1
                                                            Filed February 5,
2024
                                                            File No. 333-276857

       Dear Kent Louis Kaufman:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our January 17, 2024
letter.

       Registration Statement on Form S-1

       Risk Factors
       The excise tax included in the Inflation Reduction Act of 2022, page 47

   1.                                                   Refer to prior comment
1. We note you deleted the statement that the proceeds held in the
                                                        trust account could be
subject to the Excise Tax and instead have included a statement that
                                                        you are not permitted
to use the proceeds placed in the trust account and the interests
                                                        earned thereon to pay
any excise taxes. Please clarify whether the proceeds held in the
                                                        trust account could be
subject to the Excise Tax. We note that Section 1(j) and Exhibit C
                                                        of the Investment
Management Trust Agreement provide for the withdrawal from the
                                                        Trust Account of
interest earned on the Property requested by the Company to cover
                                                        certain tax
obligations. It is also unclear whether the IRS could assess liability against
the
                                                        trust for excise taxes.
 Kent Louis Kaufman
Black Hawk Acquisition Corp
February 21, 2024
Page 2
Risks Relating to Our Securities
If we are deemed to be an investment company..., page 60

2.    Please disclose that if you are found to be operating as an unregistered
investment
      company, you may be required to change your operations or wind down your
operations.
      Also, include disclosure with respect to the consequences to investors if
you are required
      to wind down your operations as a result of this status, such as the
losses of the investment
      opportunity in a target company, any price appreciation in the combined
company, and
      any warrants, which would expire worthless. Please confirm that if your
facts and
      circumstances change over time, you will update your disclosure to
reflect how
      those changes impact the risk that you may be considered to be operating
as an
      unregistered investment company.
       Please contact Catherine De Lorenzo at 202-551-3772 or Ruairi Regan at
202-551-3269
with any other questions.



                                                            Sincerely,
FirstName LastNameKent Louis Kaufman
                                                            Division of
Corporation Finance
Comapany NameBlack Hawk Acquisition Corp
                                                            Office of Real
Estate & Construction
February 21, 2024 Page 2
cc:       Cassi Olson, Esq.
FirstName LastName