What changed in this filing

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Item 1. Financial Statements

2025-10-21 compared with 2025-06-26 · 262 added, 125 removed, 427 unchanged (48% of the section changed)

9 unchanged sentences

Accrued offering costs and expenses

Convertible note - related party

Derivative liability - conversion

Due to target company

5 unchanged sentences

500,000,000 shares authorized;

6,900,000 shares and 6,900,000 shares issued and outstanding at redemption value of $ 10.63 and $ 10.41 as of May 31, 2025 and November 30, 2024, respectively

2,124,077 shares and 6,900,000 shares issued and outstanding at redemption value of $ 10.97 and $ 10.41 as of August 31, 2025 and November 30, 2024, respectively

Shareholders’ Deficit

10 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

General and administrative expenses

3 unchanged sentences

Interest earned on investments held in Trust Account

Change in fair value of derivative liability

Total other income

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares

Basic and diluted net income (loss) per share, non-redeemable Class A ordinary shares

Basic and diluted net income per share, non-redeemable Class A ordinary shares

The accompanying notes are an integral part of the unaudited consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2025

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2025

Ordinary Shares

5 unchanged sentences

Balance – May 31, 2025

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2024

Remeasurement of Class A ordinary shares subject to possible redemption

Balance August 31, 2025

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2024

Ordinary Shares

12 unchanged sentences

Balance May 31, 2024

Remeasurement of common stock subject to possible redemption

Balance August 31, 2024

The accompanying notes are an integral part of the unaudited consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

Cash Flows from Operating Activities:

1 unchanged sentence

Interest earned on investments held in Trust Account

Change in fair value of derivative liability

Changes in operating assets and liabilities:

4 unchanged sentences

Purchase of investment held in Trust Account

Net cash used in investing activities

Cash deposited in Trust Account

Cash withdrawn from Trust to pay redeemed public shareholders

Net cash provided by (used in) investing activities

Cash Flows from Financing Activities:

3 unchanged sentences

Proceeds from related party

Proceeds from target company

Proceeds of convertible note - related party

Advances from target company

Payment of underwriter compensation

1 unchanged sentence

Payment of offering costs

Net cash provided by financing activities

Payment to redeemed public shareholders

cash provided by (used in) financing activities

Net Changes in Cash

7 unchanged sentences

Deferred underwriting fee payable

Issuance of convertible note – recognition of derivative liability

The accompanying notes are an integral part of the unaudited consolidated financial statements.

6 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of May 31, 2025, the Company had not commenced any operations.

All activities through May 31, 2025 are related to the Company’s formation and the initial public offering (“IPO” as defined below), and subsequent to the IPO, identifying a target company for an initial business combination.

As of August 31, 2025, the Company had not commenced any operations.

All activities through August 31, 2025 are related to the Company’s formation and the initial public offering (“IPO” as defined below), and subsequent to the IPO, identifying a target company for an initial business combination.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

57 unchanged sentences

The Business Combination is expected to be completed by the fourth quarter of 2025.

2025 Extraordina ry General Meeting

Company filed its definitive proxy statement on June 10, 2025, announcing its Extraordinary General Meeting would be held on June

20, 2025 to vote on three proposals:

(i) a proposal by special resolution to amend the Second Amended and Restated Memorandum and

Articles of Association to allow the Company to extend the deadline for the Combination Period by up to eighteen (18) one-month

extensions, from June 22, 2025 (the “Termination Date”) to December 22, 2026, for a maximum of 36 months from the date

of the Company’s initial public offering;

(ii) a related proposal by special resolution to amend the Trust Agreement, dated

March 20, 2024, by and between Black Hawk and Continental Stock Transfer & Trust Company, to allow for such one-month

extensions, with each extension conditioned upon the deposit into the Trust Account of $0.03 per remaining public share (after

redemptions) for each month extended;, and (iii) a proposal, by ordinary resolution, to adjourn the Extraordinary General Meeting,

to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the

time of the Extraordinary General Meeting, there are not sufficient votes to approve the proposals.

On June 20, 2025, the Company held its Extraordinary General Meeting which, without conducting any business was adjourned.

The Extraordinary General Meeting was adjourned again on June 23, 2025;

June 27, 2025;

July 1, 2025;

and July 3, 2025 in order to solicit additional votes on the matters listed in the notice of Extraordinary General Meeting and the proxy statement, particularly the Trust Amendment Proposal (further described below).

Also on June 20, 2025, the Company filed a supplemental proxy statement revising the language of the Trust Amendment Proposal.

Specifically, the original language referencing deposits of “up to $ 55,000 per one-month extension” was removed and replaced with a new structure.

As revised, the proposal allows Black Hawk to extend the Termination Date up to eighteen (18) times, each for an additional one (1) month, from the current Termination Date to December 22, 2026, by depositing into the Trust Account $0.033 per remaining public share (after redemptions) for each monthly extension, in accordance with the Company’s Trust Agreement, dated March 20, 2024, with Continental Stock Transfer & Trust Company, as trustee.

On July 7, 2025, the Company filed a supplemental proxy statement further amending the Extension Proposal.

The amendment revised the proposed termination date from June 22, 2025 to December 22, 2026, and modified the terms of the Trust Agreement Amendment Proposal.

Under the revised terms, the Company may extend the deadline to consummate a business combination by up to eighteen (18) one-month periods, with each extension conditioned upon a deposit of $ 150,000 per month into the Trust Account, in accordance with the Investment Management Trust Agreement, dated March 20, 2024, between the Company and Continental Stock Transfer & Trust Company.

The Company held its Extraordinary General Meeting on July 8, 2025, at which shareholders approved the Extension Proposal and related amendments to Black Hawk’s governing documents and Trust Agreement.

As a result, Black Hawk now has the ability to extend the business combination deadline monthly through December 22, 2026, subject to making the required $ 150,000 monthly deposits into the Trust Account.

In connection with the Extraordinary General Meeting, holders of 4,775,923 public ordinary shares exercised their redemption rights, resulting in a total payment of approximately $ 51.0 million (at approximately $10.68 per share) from the Trust Account.

Following the redemptions, approximately $ 22.7 million remains in the Trust Account, and 2,124,077 public ordinary shares remain issued and outstanding.

In connection with the Extension, the Sponsor agreed to make Extension Payment following the approval and implementation of the Extension.

Beginning on June 22, 2025 until December 22, 2026, Black Hawk may elect to extend the date by which Black Hawk has to consummate a business combination month-by-month each time for a total of up to eighteen times by depositing $ 150,000 for each such one-month extension into Black Hawk’s Trust Account.

On July 15, 2025, Black Hawk exercised its first extension by depositing $ 150,000 into the Trust Accou nt to extend the deadline to complete the Business Combination from June 22, 2025 to July 22, 2025.

On July 23, 2025, August 25, 2025, and September 23, 2025, the Company deposited $ 150,000 into the Trust Account each time to extend the deadline to complete the Business Combination to October 22, 2025.

Going Concern Consideration

As of May 31, 2025, the Company had $ 72,914

in cash and working capital deficit of $ 111,520 .

The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of

for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $ 250,000

(see Note 5).

As of August 31, 2025, the Company had $ 15,000 in cash and working capital deficit of $ 901,638 .

The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $ 25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $ 250,000 (see Note 5).

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.

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Basis of Presentation

The accompanying unaudited consolidated

financial statements are presented in conformity with accounting principles generally accepted in the United States of America

GAAP”) and pursuant to the rules and regulations of the of the Securities and Exchange Commission

The accompanying unaudited consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the of the Securities and Exchange Commission (“SEC”).

Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of

management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary

for the fair statement of the balances and results for the periods presented.

They should be read in conjunction with the

Company’s Annual Report on Form 10-K, as filed with the SEC on February 7, 2025.

The interim results for the three and six

months ended May 31, 2025 are not necessarily indicative of the results that may be expected through November 30, 2025 or

for any future periods.

In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

They should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on February 7, 2025.

The interim results for the three and nine months ended August 31, 2025 are not necessarily indicative of the results that may be expected through November 30, 2025 or for any future periods.

Principles of consolidation

The consolidated financial statements include

the financial statements of the Company and its wholly owned subsidiaries.

All transactions and balances among the Company and its subsidiaries

have been eliminated upon consolidation.

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries.

All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

Emerging Growth Company

12 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 72,914 and $ 264,842 in cash and none in cash equivalents as of May 31, 2025 and November 30, 2024, respectively.

The Company had $ 15,000 and $ 264,842 in cash and none in cash equivalents as of August 31, 2025 and November 30, 2024, respectively.

Investments Held in Trust Account

As of May 31, 2025 and November 30, 2024, the Company had $ 73,362,798 and $ 71,829,264 in investments held in the Trust Account comprised of money market funds that invest in U.S.

As of August 31, 2025 and November 30, 2024, the Company had $ 23,296,572 and $ 71,829,264 in investments held in the Trust Account comprised of money market funds that invest in U.S.

government securities.

12 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits, and no amounts accrued for interest and penalties as of May 31, 2025.

There were no unrecognized tax benefits, and no amounts accrued for interest and penalties as of August 31, 2025.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

5 unchanged sentences

Net income per ordinary is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Initial Shareholders.

As of May 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Class A ordinary shares and then share in the earnings of the Company.

As of August 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Class A ordinary shares and then share in the earnings of the Company.

As a result, diluted income per ordinary share is the same as basic income per share for the period presented.

3 unchanged sentences

Basic and diluted net per share

Allocation of net income (loss)

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per share

Six Months Ended

Basic and diluted net income per share

Nine Months Ended

Basic and diluted net per share

Allocation of net income (loss)

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per share

Basic and diluted net income per share

Concentration of Credit Risk

10 unchanged sentences

The Company has elected to recognize the changes immediately.

Convertible Promissory Notes and Derivative

The Company accounts for convertible promissory

notes under ASC 470 “Debt” and evaluates embedded features under ASC 815 “Derivatives and Hedging”.

affiliate loans may be converted into ordinary shares upon completion of a Business Combination.

If the conversion option has a fixed conversion price and meets the

“own-equity” scope exception in ASC 815-40, the note is accounted for as a single debt instrument.

If the conversion price

is variable or indexed to the target company’s equity, the conversion feature is bifurcated and recorded as a derivative liability,

initially measured and subsequently remeasured at fair value each reporting period, with changes recognized in earnings.

The debt host

is recorded at the residual amount and amortized to face value using the effective interest method.

Convertible notes and derivative

liabilities are classified as current liabilities if settlement or conversion is expected within one year.

Fair value is estimated using

the Black-Scholes, Binomial, or Monte Carlo models and is categorized as Level 3 under ASC 820.

Recent Accounting Pronouncements

17 unchanged sentences

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, $ 0.0126 par value per ordinary share.

As of May 31, 2025 and November 30, 2024, there were 1,725,000 Founder Shares issued and outstanding.

As of August 31, 2025 and November 30, 2024, there were 1,725,000 Founder Shares issued and outstanding.

The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares for a time period ending on the date that is the earlier of (A) six months after the completion of the Company’s initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of the public shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.

5 unchanged sentences

The amount was unsecured, interest-free and due on demand, which was offset with the repayment of the Promissory Note on March 25, 2024.

As of May 31, 2025 and November 30, 2024, the Company had no amount due from related party.

As of August 31, 2025 and November 30, 2024, the Company had no amount due from related party.

Promissory Note — Related Party

3 unchanged sentences

The entire loan amount was repaid by the Company on March 25, 2024.

The Company had no borrowings under the Promissory Note as of May 31, 2025 and November 30, 2024.

The Company had no borrowings under the Promissory Note as of August 31, 2025 and November 30, 2024.

Convertible Note — Related Party

On June 13, 2025, the Company issued a

convertible note to the Sponsor in the amount of up to $ 350,000

to be used for working capital and extension fee purposes (“Convertible Note”).

The Convertible Note provides the

Sponsor with the option to convert any unpaid principal and accrued interest into ordinary shares of the Company upon consummation

of a Business Combination.

It is unsecured with a 6 %

annual interest rate and is due on the earlier of the date on which the Company consummates a business combination, or the

liquidation date as may be approved by the Company’s stockholders.

Conversion price per share shall be the most favorable

price per share, conversion rate, or valuation assigned to any equity securities issued by the target company in connection with the

DeSPAC transaction to any third party during the thirty-six (36) months immediately preceding the date of conversion.

Because the conversion price is variable and based on the valuation of equity securities issued by the target company, management determined

that the embedded conversion option does not meet the equity scope exception under ASC 815-40.

Accordingly, the conversion feature has

been bifurcated from the debt host and recorded as a derivative liability at fair value, with subsequent remeasurement through earnings

At issuance of the Convertible Note on June 13, 2025, the Company recorded

a debt discount of $ 3,244 based on the fair value of the conversion option, representing the difference between the face value of the

Convertible Note and its initial carrying amount.

The discount of $ 3,244 will be amortized to interest expense over the expected term

of the debt, which is approximately six months from the issue date (see Note 8 — Fair Value Measurements).

As of August 31, 2025, the derivative liability associated with the Convertible Note was measured at $ 2,140 , compared to

an initial fair value of $ 3,244 at issuance, resulting in a non-cash gain of $ 1,104 recognized in “Change in fair value of derivative

liability” in the accompanying unaudited consolidated statement of operations.

Additionally, the Company

incurred and accrued approximately $ 3,320

for the three months and nine months ended August 31, 2025, respectively.

As of August 31, 2025 and November 30, 2024, the Company

had $ 350,076

(including $ 3,320

accrued interest) and $ 0

balance outstanding under the Convertible Note.

Related Party Loans

3 unchanged sentences

Certain amount of such loans may be converted into private at $10.00 per share at the option of the lender.

As of May 31, 2025 and November 30, 2024, the Company had no borrowings under the working capital loans.

As of August 31, 2025 and November 30, 2024, the Company had no borrowings under the working capital loans.

Administrative Services Agreement

The Company entered into an Administrative Services Agreement with the Sponsor on December 4, 2023, commencing on the effective date of the registration statement of IPO through the later of the Company’s consummation of a Business Combination or 21 months from such effective date, to pay the Sponsor a total of $ 10,000 per month for office space and administrative and support services.

The Company incurred $ 30,000 and $ 60,000 for the three months and six months ended May 31, 2025, respectively.

The entire amount was paid to the Sponsor, and as such, there was no amount due to the Sponsor as of May 31, 2025.

The Company incurred $ 30,000 and $ 90,000 for the three months and nine months ended August 31, 2025, respectively.

The entire amount was paid to the Sponsor, and as such, there was no amount due to the Sponsor as of August 31, 2025.

Note 6 — Commitments and Contingencies

13 unchanged sentences

The value of the over-allotment option was estimated to be $ 93,150 as of March 22, 2024.

The underwriters did not excise the over-allotment option, as such, there was no liability accrued on the balance sheet as of May 31, 2025.

The underwriters did not excise the over-allotment option, as such, there was no liability accrued on the balance sheet as of August 31, 2025.

The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO or $ 690,000 .

2 unchanged sentences

Note 7 — Shareholders’ Deficit

Ordinary Shares — The Company is authorized to issue up to 450,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, par value $ 0.0001 per share.

Holders of Class A ordinary shares and holders of Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by the shareholders, except as required by law;

provided that, prior to the initial Business Combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors, and holders of a majority of the Class B ordinary shares may remove a member of the board of directors.

With respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection with the initial Business Combination, except as required by law or the Company’s articles of association, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class.

The Class B ordinary shares held by the Sponsor may convert into Class A ordinary shares at any time at their option, but will automatically convert into Class A ordinary shares upon the completion of the initial Business Combination on a one-for-one basis, subject to adjustments.

On March 18, 2024, the Company elected to convert 1,725,000 Class B ordinary shares into 1,725,000 Class A ordinary shares upon the closing of IPO.

As of May 31, 2025 and November 30, 2024, there were 2,029,500 Class A ordinary shares (excluding 6,900,000 Class A ordinary shares subject to redemption) issued and outstanding.

Ordinary Shares — The

Company is authorized to issue up to 450,000,000

Class A ordinary shares and 50,000,000

Class B ordinary shares, par value $ 0.0001

Holders of Class A ordinary shares and holders of Class B ordinary shares are entitled to one vote for each share held on

all matters to be voted on by the shareholders, except as required by law;

provided that, prior to the initial Business Combination,

only holders of our Class B ordinary shares will have the right to vote on the appointment of directors, and holders of a majority

of the Class B ordinary shares may remove a member of the board of directors.

With respect to any other matter submitted to a vote

of the Company’s shareholders, including any vote in connection with the initial Business Combination, except as required by

law or the Company’s articles of association, holders of Class A ordinary shares and holders of Class B ordinary shares will

vote together as a single class.

The Class B ordinary shares held by the Sponsor may convert into Class A ordinary shares at any

time at their option, but will automatically convert into Class A ordinary shares upon the completion of the initial Business

Combination on a one-for-one basis, subject to adjustments.

On March 18, 2024, the Company elected to convert 1,725,000

Class B ordinary shares into 1,725,000

Class A ordinary shares upon the closing of IPO.

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, $ 0.0126

par value per ordinary share.

On July 8, 2025, the Company held its Extraordinary General Meeting in which holders of 4,775,923

public ordinary shares exercised their redemption rights.

Following the redemptions, 2,124,077 public ordinary shares remain issued

and outstanding.

As of August 31, 2025 and November 30, 2024, there were 2,029,500

Class A non-redeemable ordinary shares issued and outstanding (excluding 2,124,077 and 6,900,000 Class A ordinary shares subject to

redemption as of August 31, 2025 and November 30, 2024, respectively).

Rights — Each holder of a right will receive one share of Class A Ordinary Share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.

16 unchanged sentences

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of May 31, 2025 and November 30, 2024, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of August 31, 2025 and November 30, 2024, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Schedule of Assets measured at fair value on a recurring basis

3 unchanged sentences

Investments held in Trust Account

Active Markets

Derivative liability -Convertible Note conversion option

Active Markets

Derivative liability -Convertible Note conversion option

The fair value of the conversion feature was estimated

at the as converted value at August 31, 2025 and initial measurement date of June 13, 2025 to be $2,140 and $3,244, respectively.

binomial tree model was used based on the following key assumptions:

Schedule of fair value assumptions

At Issuance

At August 31,

Time to maturity (in year)

Business combination success rate

Expected Volatility

Expected dividend yield

Risk-free rate

The following table presents the changes in the

fair value of the Level 3 Derivative liability -Convertible Note conversion option:

Schedule of Convertible Note conversion option

Fair value as of November 30, 2024

Initial recognition at issuance (June 13, 2025)

Change in valuation recognized in earnings

Fair value as of August 31, 2025

Note 9 — Segment Information

6 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

General and administrative expenses

6 unchanged sentences

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statement was issued.

Based on the review as further disclosed in the footnotes and except as disclosed below, management did not identify any material subsequent event requiring disclosure in the financial statement.

On June 10, 2025, the Company filed an Amendment

1 to the definitive proxy statement (the “Proxy Statement”) in connection with an extraordinary general meeting of the

Company’s shareholders to be held on June 20, 2025 to consider and vote on, among the other proposals, a proposal to amend its

Second Amended and Restated Memorandum and Articles of Association to extend the timeline the Company has to consummate a business combination

from June 22, 2025 to December 22, 2026 (the “Extension Proposal”).

On June 20, 2025, the Company filed a supplement to its

Proxy Statement to inform its shareholders that if the Extension Proposal is approved and the extension is implemented, (i)

the Company will waive its right to withdraw up to $ 100,000

of interest from the trust account to pay dissolution expenses (ii) the Company will file a Current Report on Form 8-K to alert its shareholders

when each extension contribution has been deposited into the Trust Account, and (iii) the Company will not seek shareholder approval

to modify the terms of the extension during the extension period.

On the same day, the Company filed an additional supplement to its

Proxy Statement to modify the terms of the Trust Agreement Amendment Proposal by removing the phrase “up to $ 55,000

per one-month extension”.

Following this modification, the Trust Amendment Proposal now provides for an amendment to the Company’s

investment management trust agreement, dated as of March 20, 2024, to allow the Company to extend the termination date up to eighteen

(18) times for an additional one (1) month each time from the June 22, 2025 to December 22, 2026 by depositing into the trust account

an amount equal to $0.033 multiplied by the number of ordinary shares sold to the public in the Company’s initial public offering

and that remain outstanding after giving effect to the shares that are redeemed in connection with the vote on the Extension Proposal

for each one-month extended.

20, 2025, the Company filed a Current Report on Form 8-K to disclose that the extraordinary general meeting has been adjourned to June 23, 2025.

23, 2025, the Company filed another Current Report on Form 8-K to disclose that the extraordinary general meeting has been adjourned to June 27, 2025.

Based on the review, management identified the following material subsequent event requiring disclosure in the financial statements.

On September 23, 2025, the Company issued a convertible

note to the Sponsor in the amount of up to $ 350,000 to be used for working capital and extension fee purposes (“September Convertible

The September Convertible Note is unsecured with a 10% annual interest rate commencing on September 10, 2025, and continuing

for a period of one year.

It is due on the earlier of the date on which the Company consummates a business combination, or the liquidation

date as may be approved by the Company’s stockholders.

Conversion price per share shall be the most favorable price per share, conversion

rate, or valuation assigned to any equity securities issued by the target company in connection with the DeSPAC transaction to any third

party during the thirty-six (36) months immediately preceding the date of conversion.

On September 23, 2025, the Company deposited $ 150,000

to the Trust Account to extend the Business Combination Period to October 22, 2025.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

36 unchanged sentences

Protto, a current member of the Board, to serve as Chairperson of the Compensation Committee.

10, 2025, the Company filed an Amendment No.

1 to the definitive proxy statement (the “Proxy Statement”) in connection with

an extraordinary general meeting of the Company’s shareholders to be held on June 20, 2025 to consider and vote on, among the other

proposals, a proposal to amend its Second Amended and Restated Memorandum and Articles of Association to extend the timeline the Company

has to consummate a business combination from June 22, 2025 to December 22, 2026 (the “Extension Proposal”).

2025, the Company filed a supplement to its Proxy Statement to inform its shareholders that if the Extension Proposal is approved

and the extension is implemented, (i) the Company will waive its right to withdraw up to $100,000 of interest from the trust account

to pay dissolution expenses, (ii) the Company will file a Current Report on Form 8-K to alert its shareholders when each extension contribution

has been deposited into the Trust Account, and (iii) the Company will not seek shareholder approval to modify the terms of the extension

during the extension period.

On the same day, the Company filed an additional supplement to its Proxy Statement to modify the terms of

the Trust Agreement Amendment Proposal by removing the phrase “up to $55,000 per one-month extension”.

Following this modification,

the Trust Amendment Proposal now provides for an amendment to the Company’s investment management trust agreement, dated as of

March 20, 2024, to allow the Company to extend the termination date up to eighteen (18) times for an additional one (1) month each

time from the June 22, 2025 to December 22, 2026 by depositing into the trust account an amount equal to $0.033 multiplied by the number

of ordinary shares sold to the public in the Company’s initial public offering and that remain outstanding after giving effect

to the shares that are redeemed in connection with the vote on the Extension Proposal for each one-month extended.

June 20, 2025, the Company filed a Current Report on Form 8-K to disclose that the

extraordinary general meeting has been adjourned to June 23, 2025.

On June 23, 2025, the Company filed another Current Report on Form 8-K to disclose that

the extraordinary general meeting has been adjourned to June 27, 2025.

2025 Extraordinary General Meeting

Black Hawk filed its definitive proxy statement on June 10, 2025, announcing its Extraordinary General Meeting would be held on June 20, 2025 to vote on three proposals:

(i) a proposal by special resolution to amend Black Hawk’s Second Amended and Restated Memorandum and Articles of Association to allow Black Hawk to extend the deadline for the Combination Period by up to twenty-one (21) one-month extensions, from June 22, 2025 (the “Termination Date”) to March 22, 2027, for a maximum of 36 months from the date of the IPO;

(ii) A related proposal by special resolution to amend the Trust Agreement, dated March 20, 2024, by and between Black Hawk and Continental Stock Transfer & Trust Company, to allow for such one-month extensions, with each extension conditioned upon the deposit into the Trust Account of $0.03 per remaining public share (after redemptions) for each month extended;, and (iii) a proposal, by ordinary resolution, to adjourn the Extraordinary General Meeting, to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the proposals.

On June 20, 2025, Black Hawk held its Extraordinary General Meeting which, without conducting any business was adjourned.

The Extraordinary General Meeting was adjourned again on June 23, 2025;

June 27, 2025;

July 1, 2025;

Also on June 20, 2025, Black Hawk filed a supplemental proxy statement revising the language of the Trust Amendment Proposal.

Specifically, the original language referencing deposits of “up to $55,000 per one-month extension” was removed and replaced with a new structure.

As revised, the proposal allows Black Hawk to extend the Termination Date up to eighteen (18) times, each for an additional one (1) month, from the current Termination Date to December 22, 2026, by depositing into the Trust Account $0.033 per remaining public share (after redemptions) for each monthly extension, in accordance with Black Hawk’s Trust Agreement, dated March 20, 2024, with Continental Stock Transfer & Trust Company, as trustee.

On July 7, 2025, Black Hawk filed a supplemental proxy statement further amending the Extension Proposal.

The amendment revised the proposed termination date from June 22, 2025 to December 22, 2026, and modified the terms of the Trust Agreement Amendment Proposal.

Under the revised terms, Black Hawk may extend the deadline to consummate a business combination by up to eighteen (18) one-month periods, with each extension conditioned upon a deposit of $150,000 per month into the Trust Account, in accordance with the Investment Management Trust Agreement, dated March 20, 2024, between Black Hawk and Continental Stock Transfer & Trust Company.

Black Hawk held its Extraordinary General Meeting on July 8, 2025, at which shareholders approved the Extension Proposal and related amendments to Black Hawk’s governing documents and Trust Agreement.

In connection with the Extraordinary General Meeting, holders of 4,775,923 public ordinary shares exercised their redemption rights, resulting in a total payment of approximately $51.0 million (at approximately $10.68 per share) from the Trust Account.

Following the redemptions, approximately $22.7 million remains in the Trust Account, and 2,124,077 public ordinary shares remain issued and outstanding.

Extension Payment

In connection with the Extension, the Sponsor agreed to make Extension Payment following the approval and implementation of the Extension.

Beginning on June 22, 2025 until December 22, 2026, Black Hawk may elect to extend the date by which Black Hawk has to consummate a business combination month-by-month each time for a total of up to eighteen times by depositing $150,000 for each such one-month extension into Black Hawk’s Trust Account.

On July 15, 2025, Black Hawk exercised its first extension by depositing $150,000 into the Trust Account to extend the deadline to complete the Business Combination from June 22, 2025 to July 22, 2025.

On July 23, 2025, August 25, 2025 and September 23, 2025, the Company deposited $150,000 into the Trust Account each time to extend the deadline to complete the Business Combination to October 22, 2025.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date.

Our only activities from September 28, 2023 (inception) through May 31, 2025, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination.

Our only activities from September 28, 2023 (inception) through August 31, 2025, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination.

We do not expect to generate any operating revenues until after the completion of our initial business combination.

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We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended May 31, 2025, we had net income of $520,542, which consisted of general and administrative expenses of $217,598, related party administrative fees of $30,000, offset by interest income of $768,140.

For the three months ended May 31, 2024, we had net income of $310,936, which consisted of general and administrative expenses of $335,259, related party administrative fees of $23,945, offset by interest income of $670,140.

For the six months ended May 31, 2025, we had net income of $1,178,921, which consisted of general and administrative expenses of $296,367, related party administrative fees of $60,000, offset by interest income of $1,535,288.

For the six months ended May 31, 2024, we had net income of $280,235, which consisted of general and administrative expenses of $365,960, related party administrative fees of $23,945, offset by interest income of $670,140.

For the three months ended August 31, 2025,

we had net income of $154,401, which consisted of general and administrative expenses of $311,265, related party administrative fees of

$30,000, offset by interest income of $494,562 and a decrease in fair value of derivative liability of $1,104.

For the three months ended

August 31, 2024, we had net income of $883,767, which consisted of general and administrative expenses of $54,903, related party

administrative fees of $30,000, offset by interest income of $968,670.

For the nine months ended August 31, 2025,

we had net income of $1,333,322, which consisted of general and administrative expenses of $607,632, related party administrative fees

of $90,000, offset by interest income of $2,029,850 and a decrease in fair value of derivative liability of $1,104.

For the nine months

ended August 31, 2024, we had net income of $1,164,002, which consisted of general and administrative expenses of $420,863, related

party administrative fees of $53,945, offset by interest income of $1,638,810.

Change in Fair Value of Derivative Liability

For the nine months ended August 31, 2025, the

Company recognized a non-cash gain of $1,104 related to the change in fair value of the derivative liability associated with the Sponsor’s

Convertible Note.

The derivative liability represents the fair value of the embedded conversion feature, which was measured using the

Binomial-Tree model under ASC 820, Fair Value Measurement.

The change in fair value primarily reflects the

passage of time and updated valuation inputs, including risk-free interest rate and expected volatility assumptions, rather than any

change in the underlying terms of the instrument.

Because this item is non-cash in nature, it does not impact the Company’s liquidity,

cash flows, or ability to fund ongoing operations.

Future changes in market conditions or volatility assumptions could result in additional

non-cash gains or losses through earnings until the Convertible Note is either converted or settled.

Liquidity and Capital Resources

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Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of May 31, 2025, we had cash of $72,914

As of August 31, 2025, we had cash of $15,000

and a working capital deficit of $901,638.

The Company’s liquidity needs prior to the consummation of the IPO had been

satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from

the Sponsor of $250,000.

Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to

satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust

Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due

diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire,

and structuring, negotiating and consummating the Initial Business Combination.

Although certain of the Company’s initial

shareholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time,

in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such

The Company’s liquidity needs prior to the consummation of the IPO had been satisfied

through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor

Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity

needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing

accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target

businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and

consummating the Initial Business Combination.

Although certain of the Company’s initial shareholders, officers and directors or

their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in

their sole discretion, there is no guarantee that the Company will receive such funds.

The Company will use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

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As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern.

The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of May 31, 2025.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of August 31, 2025.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

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Quarterly Results

As of May 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

As of August 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

On April 5, 2012, the JOBS Act was signed into law.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements