Black Hawk Acquisition Corp Issues $300K Convertible Note to Sponsor

What Happened

• Black Hawk Acquisition Corp (the Company) announced on Aug 21, 2026 that it issued a convertible promissory note to its sponsor, Black Hawk Management LLC, for up to $300,000 to fund working capital and extension fees. The Note bears interest at 10% per year, with interest commencing July 8, 2026, and has a one-year term.
• The outstanding principal becomes due on either the closing of the Company’s initial business combination (a DeSPAC transaction) or on the Company’s liquidation. On a DeSPAC closing, the sponsor may elect cash repayment or convert the outstanding principal into post‑combination common stock at $1.00 per share (shares rounded up). The Note is unsecured, prepayable without penalty, and the sponsor waived any claim against the Company’s IPO trust account.

Key Details

• Principal amount: up to $300,000 available by advance from the sponsor.
• Interest: 10% per annum, effective July 8, 2026, for one year.
• Repayment/Conversion: due at DeSPAC closing or liquidation; sponsor may convert principal to common stock at $1.00/share (conversion rounded up).
• Security and rights: Note is unsecured, prepayable without penalty, conversion shares will receive registration rights consistent with existing agreements, and sponsor waived claims on the trust account.

Why It Matters

• This provides short-term working capital and a potential bridge to the Company’s planned business combination (merger/DeSPAC). If the Note is fully converted, up to 300,000 new shares could be issued (300,000 / $1.00), which would dilute post‑combination shareholders; alternatively, the sponsor could accept cash repayment.
• The waiver of claims against the IPO trust account preserves those funds for public shareholders seeking redemption, reducing the sponsor’s ability to tap trust assets. Investors should note the financing cost (10% interest) and monitor whether repayment is made in cash or by conversion at the time of the business combination.