Black Hawk Acquisition Corp 2025 Annual Report

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ As of May31, 2025, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant wasapproximately $73.9 million. As of March6, 2026, there were 4,153,577 ordinary shares, par value $0.0001 per share, issued and outstanding. Black Hawk Acquisition Corporation CERTAIN TERMS References to the “Company,” “our Company,” “Black Hawk,” “our,” “us,” or “we” refer to Black Hawk Acquisition Corporation, ablank check company incorporated on September28, 2023, as a Cayman Islands exempted corporation and formed for the purpose ofeffecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or morebusinesses, which we refer to throughout this Annual Report on Form 10-K as our “target business.” References to our “Sponsor” referto Black Hawk Management LLC, a Delaware limited liability company, an affiliate of our Chairman and our Chief Executive Officerand Chief Financial Officer. References to the “SEC” are to the U.S. Securities and Exchange Commission. References to our “initial SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K (this “Report” or “Annual Report”) may constitute “forward lookingstatements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statementsregarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future and the statementsunder “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financialposition, business strategy and the plans and objectives of management for future operations. In addition, any statements that refer toprojections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward ●our ability to select an appropriate target business or businesses; ●our ability to complete our initial business combination; ●our expectations around the performance of the prospective target business or businesses; ●our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initialbusiness combination;●our officers and directors allocating their time to other businesses and potentially having conflicts of interest with ourbusiness or in approving our initial business combination;●our potential ability to obtain additional financing to complete our initial business combination;●our pool of prospective target businesses;●the ability of our officers and directors to generate a number of potential acquisition opportunities;●our public securities’ potential liquidity and trading; ii ●the lack of a market for our securities; ●the use of proceeds not held in the trust account described below or available to us from interest income on the trust accountbalance; ●the trust account not being subject to claims of third parties; ●our financial performance; or ●the other risk and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report on Form 10-K and inour other filings with the SEC. The forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefsconcerning future developments and their potential effects on us. There can be no assurance that future developments affecting us willbe those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which arebeyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressedor implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described PART I Item 1. Business Overview. We are a Cayman Islands company incorporated on September28, 2023,