Black Hawk Acquisition Corp 8-K

What Happened

• On February 12, 2026, Black Hawk Acquisition Corp. announced it issued a convertible promissory note to its sponsor, Black Hawk Management LLC, for working capital advances. The Note provides up to $300,000 in principal, accrues interest at 10% per year, and is payable upon either the closing of the company's initial business combination (a "DeSPAC Transaction") or the company's liquidation.
• If the company liquidates, the Sponsor will be repaid in cash. If a DeSPAC Transaction closes, the Sponsor may choose cash repayment or conversion of the outstanding principal into ordinary shares of the post‑business combination company at $1.00 per share (shares rounded up to the nearest whole share). Converted shares will receive registration rights consistent with the company’s existing registration rights agreement.

Key Details

• Principal amount: up to $300,000; interest rate: 10% per annum.
• Note issued: February 12, 2026; payable on DeSPAC closing or liquidation.
• Conversion option: Sponsor may convert principal to ordinary shares at $1.00/share (rounded up).
• Securities treatment: Note and any conversion shares issued under the Section 4(a)(2) exemption (unregistered/private transaction); converted shares will have registration rights.

Why It Matters

• This provides short-term sponsor financing for working capital, which supports operations while the company pursues a business combination.
• The Note creates a direct financial obligation and carries interest costs until repayment or conversion.
• If converted at $1.00 per share upon a DeSPAC, the instrument could increase the post‑combination share count (i.e., potential dilution) and converted shares will be registrable under the company’s registration rights framework.
• No management changes or financial results were reported in this filing—this is a financing/structural item investors should note when assessing future capitalization and potential dilution.