Black Hawk Acquisition Corp 2026年季度报告

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended February 28, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-41984 Black Hawk Acquisition Corporation(Exact Name of Registrant as Specified in Its Charter) Tel: (925) 217-4482(Issuer’s telephone number) Check whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ 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,” “smallerreporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ 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 is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ Securities registered pursuant to Section12(b) of the Act: As of April 20, 2026, 4,153,577 ordinary shares, including ordinary shares of the underlying units, par value $0.0001 per share, wereissued and outstanding. Black Hawk Acquisition Corporation FORM 10-Q FOR QUARTER ENDED FEBRUARY28, 2026 TABLE OF CONTENTS PART I – FINANCIAL INFORMATION Item 1.Financial Statements1Consolidated Balance Sheets as of February 28, 2026 and November 30, 2025 (Unaudited)1Consolidated Statements of Operations for the Three Months ended February 28, 2026 and 2025(Unaudited)2Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months ended February 28,2026 and 2025 (Unaudited)3Consolidated Statements of Cash Flows for the Three Months ended February 28, 2026 and 2025(Unaudited)4Notes to Consolidated Financial Statements (Unaudited)5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item 3.Quantitative and Qualitative Disclosures About Market Risk24Item 4.Controls and Procedures24 PART II – OTHER INFORMATION Item 1.Legal Proceedings25Item 1A.Risk Factors25Item 2.Unregistered Sales of Equity Securities and Use of Proceeds25Item 3.Defaults Upon Senior Securities25Item 4.Mine Safety Disclosures25Item 5.Other Information25Item 6.Exhibits26 BLACK HAWK ACQUISITION CORPORATIONCONSOLIDATED BALANCE SHEETS(Unaudited) Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 sharesauthorized; 2,124,077 shares and 6,900,000 shares issued and outstanding at redemption value of$11.60 and $11.22 as of February 28, 2026 and November 30, 2025, respectively24,640,59123,827,149 BLACK HAWK ACQUISITION CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited) BLACK HAWK ACQUISITION CORPORATIONCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT(Unaudited) FOR THE THREE MONTHS ENDED FEBRUARY28, 2026 BLACK HAWK ACQUISITION CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) BLACK HAWK ACQUISITION CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) Note 1 — Description of Organization and Business Operations Black Hawk Acquisition Corporation (the “Company” or “Black Hawk”), is a blank check company incorporated under the laws of theCayman Islands with limited liability on September28, 2023. The Company was formed for the purpose of effecting a merger, shareexchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities(“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a BusinessCombination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risksassociated with early stage and emerging growth companies. As of February28, 2026, the Company had not commenced any operations. All activities through February 28, 2026 are related to theCompany’s formation and the initial public offering (“IPO” as defined below), and subsequent to the IPO, identifying a targetcompany for an initial business combination. The Company will not gener