Business Context and Reporting Period
Company: Black Hawk Acquisition Corp (BKHA)
Filing Type: Form 8-K (Current Report)
Date of Report: February 19, 2026
Reporting Period: The filing reports on a material definitive agreement entered into on February 12, 2026. The Company is a Cayman Islands exempted company and an emerging growth company.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, or operating margins as it is a current report regarding a specific transaction rather than a periodic financial statement.
- New Debt Obligation: Up to $300,000 principal amount.
- Interest Rate: 10% per annum.
- Liquidity Impact: Proceeds are intended for working capital expenses.
- Debt Maturity: Due upon the closing of an initial business combination (DeSPAC Transaction) or liquidation.
Material Changes
The primary material change is the issuance of a convertible promissory note to the Company's Sponsor, Black Hawk Management LLC, on February 12, 2026. This creates a direct financial obligation and a potential future equity issuance.
- Repayment Terms: In the event of liquidation, the note must be repaid in cash. In the event of a DeSPAC Transaction, the Sponsor may elect cash repayment or conversion into ordinary shares.
- Conversion Terms: If converted, shares are issued at a price of $1.00 per share. The number of shares is calculated by dividing the principal by $1.00, rounded up to the nearest whole share.
- Registration Rights: Conversion shares will be entitled to registration rights consistent with the Company's existing agreements.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future performance, or specific risk factors beyond the terms of the note.
- Unusual Items: The note issuance relies on the Section 4(a)(2) exemption from registration under the Securities Act of 1933.
- Contingencies: The obligation to repay or convert is contingent upon the occurrence of a DeSPAC Transaction or liquidation.
Investor Verification Checklist
- Verify the exact principal amount drawn under the $300,000 note facility as of the filing date.
- Confirm the Sponsor's election regarding cash repayment versus conversion upon a future DeSPAC Transaction.
- Review the attached Exhibit 10.1 (Promissory Note) for any additional covenants or default provisions not summarized in the text.
- Monitor the Company's progress toward an initial business combination to determine the note's maturity trigger.