Black Hawk Acquisition Corp 8-K

What Happened
Black Hawk Acquisition Corp (the “Company”) announced it issued a convertible promissory note to its sponsor, Black Hawk Management LLC, on May 4, 2026. The Note is for up to $300,000 principal, bears interest at 10% per year (accruing from April 20, 2026), and is payable at the closing of the Company’s initial business combination (DeSPAC Transaction) or upon liquidation.

Key Details

• Amount: Principal up to $300,000 issued to Black Hawk Management LLC.
• Interest & Dates: 10% annual interest, interest commencement date April 20, 2026; Note dated May 4, 2026.
• Maturity / Repayment: Due at DeSPAC closing or on liquidation. In liquidation, repayment will be in cash; at DeSPAC closing the Sponsor may elect cash repayment or convert principal into post-combination common shares at $1.00 per share (conversion rounded up to the nearest whole share).
• Structure & Protections: Note is unsecured; Sponsor waived any claim to funds in the Company’s IPO trust account. Note may be prepaid without penalty. Issued under Section 4(a)(2) (unregistered transaction). Conversion shares will receive registration rights consistent with the Company’s existing agreement.

Why It Matters
This creates a direct financial obligation for the company (debt plus accruing interest) and provides near-term working capital flexibility from the sponsor. If the Sponsor converts the Note at closing of a DeSPAC Transaction, conversion at $1.00 per share could result in up to 300,000 new shares (300,000 / $1.00) being issued, which is potential dilution for post-combination shareholders. The Sponsor’s waiver of claims on the trust account preserves those public offering funds for shareholders, but the Note remains an unsecured obligation that will affect the company’s post-transaction capital structure depending on repayment or conversion.