Black Hawk Acquisition Corp 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On October 16, 2023, the Sponsor received 17,250,000 of Company’s Class B ordinary shares in exchange for $25,000 paid for deferred offering costs borne by the founder. On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of common stock converted to 1,725,000 Class B ordinary shares. On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, including 258,750 additional shares subject to forfeiture if the underwriters’ over-allotment option was not exercised. The underwriters did not exercise their over-allotment option, and accordingly, the 258,750 additional Class B ordinary shares were forfeited, leaving 1,725,000 Class B ordinary shares outstanding prior to their conversion into Class A ordinary shares upon the closing of the Company’s initial public offering. On March 22, 2024, the Company consummated its initial public offering (the “IPO”) of 6,900,000 units (the “Units”). Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one-fifth (1/5) of one right to receive one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $69,000,000. The Company also granted the underwriters a 45-day option to purchase up to an additional 1,035,000 Units to cover over-allotments, if any. Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 235,500 Units (the “Private Placement Units”), each Private Placement Unit consisting of one Ordinary Share and one-fifth (1/5) of one right, to the Sponsor at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,355,000. Following the closing of our IPO, an aggregate of $69,345,000 from the net proceeds of the IPO and the sale of the Private Placement Units was held in the Trust Account. On February 12, 2026, the Company issued an unsecured convertible promissory note to the Sponsor in the principal amount of up to $300,000. The note bears interest at 10% per annum and, in connection with a DeSPAC transaction, may be converted into ordinary shares of the post-business combination company at a conversion price of $1.00 per share. To the extent any such shares are issued, they will be issued in reliance on Section 4(a)(2) of the Securities Act as transactions not involving a public offering. On May 4, 2026, the Company issued an unsecured convertible promissory note to the Sponsor in the principal amount of up to $300,000. The note bears interest at 10% per annum and, in connection with a DeSPAC transaction, may be converted into ordinary shares of the post-business combination company at a conversion price of $1.00 per share. To the extent any such shares are issued, they will be issued in reliance on Section 4(a)(2) of the Securities Act as transactions not involving a public offering. On August 21, 2026, the Company issued an unsecured convertible promissory note to the Sponsor in the principal amount of up to $300,000. The note bears interest at 10% per annum and, in connection with a DeSPAC transaction, may be converted into ordinary shares of the post-business combination company at a conversion price of $1.00 per share. To the extent any such shares are issued, they will be issued in reliance on Section 4(a)(2) of the Securities Act as transactions not involving a public offering. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not Applicable.