UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 May 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41984 Black Hawk Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdicti ...

Financial Performance - For the three months ended February 28, 2025, the company reported a net income of $658,379, driven by interest income of $767,148, offset by general and administrative expenses of $78,769 and related party administrative fees of $30,000[94]. - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination[92]. IPO and Capital Raising - The company completed its IPO on March 22, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit, along with an additional $2,355,000 from the sale of 235,500 Private Placement Units[95]. - The company plans to use net proceeds from the IPO and private placement primarily for its initial business combination and related expenses[97]. - Upon closing a business combination, underwriters will receive a deferred fee of 3.5% of the IPO gross proceeds, amounting to $2,415,000[103]. Liquidity and Financial Position - As of February 28, 2025, the company had cash of $101,528 and working capital of $135,561, with liquidity needs previously satisfied through a $25,000 payment from the Sponsor and a $250,000 unsecured promissory note[98]. - The company has no off-balance sheet arrangements or contractual obligations as of February 28, 2025[101][108]. Business Combination Plans - The company has entered into a non-binding letter of intent with a target for a potential business combination, with a first deposit of $100,000 made to cover related costs[91]. - The company expects to incur significant expenses related to being a public company and due diligence costs in connection with identifying and completing a business combination[93]. Going Concern - Management has raised substantial doubt about the company's ability to continue as a going concern if a business combination is not completed within the specified period[100].

Incorporation and IPO - The company was incorporated in the Cayman Islands on September 28, 2023, for tax-neutrality and administrative flexibility[18]. - In October 2023, the company issued 17,250,000 shares of common stock at approximately $0.0145 per share, totaling $25,000[22]. - The company completed its IPO on March 20, 2024, selling 6,900,000 units at $10.00 per unit, generating total gross proceeds of $69,000,000[23]. - A total of $69,345,000 from the IPO and Private Placement was placed in a U.S.-based trust account for public shareholders[26]. - The company has granted underwriters a 45-day option to purchase an additional 1,035,000 units to cover over-allotments[23]. - The company generated gross proceeds of $69,000,000 from the IPO of 6,900,000 units at a price of $10.00 per unit[160]. - A total of $69,345,000 from the IPO and private placement was placed in a trust account for the benefit of public shareholders[146]. Financial Performance and Funding - The company currently has no revenue and has incurred losses since inception, relying on securities sales and loans for funding[28]. - The company incurred a net loss of $18,853 for the year ended November 30, 2023, due to formation and operating costs[159]. - For the year ended November 30, 2024, the company reported a net income of $1,915,703, primarily from interest income of $2,491,779[158]. - The company has incurred a loan of $250,000 from the Sponsor to satisfy liquidity needs prior to the IPO[164]. - The company expects to incur significant professional costs and transaction costs in pursuit of a Business Combination, raising substantial doubt about its ability to continue as a going concern[166]. - The company plans to use substantially all net proceeds from the IPO for its initial business combination and related expenses[163]. Business Strategy and Acquisition Plans - The management team aims to identify attractive acquisition opportunities across various industries and geographic locations[21]. - The company intends to focus on private companies with compelling economics and clear paths to positive operating cash flow for its initial business combination[41]. - The company aims to acquire businesses with significant revenue and earnings growth potential through new product development and increased production capacity[45]. - The company intends to structure its initial business combination so that the post-transaction entity will own or acquire at least 50% of the target business's voting securities[52]. - The company must ensure that the target business has an aggregate fair market value equal to at least 80% of the trust account balance at the time of signing a definitive agreement[50]. - The company intends to conduct thorough due diligence on prospective target businesses, including financial and operational reviews[78]. - The company has not selected a specific business combination target and has not initiated substantive discussions with any potential targets[154]. Management and Governance - The company has two officers and does not have any employees obligated to devote specific hours to its matters[130]. - The board of directors consists of four members, three of whom are independent under SEC and Nasdaq rules[201]. - The audit committee is composed of independent directors, with Mr. Miller serving as chairman, and is responsible for reviewing financial statements and monitoring auditor independence[209]. - The compensation committee, chaired by Mr. McCabe, oversees executive compensation and approves reimbursement of expenses incurred by management in identifying potential target businesses[213]. - The company has determined that Mr. Brandon Miller qualifies as an "audit committee financial expert" under SEC rules[212]. - The company has established an audit committee charter detailing its principal functions, including risk management and compliance monitoring[210]. - The compensation committee may retain external advisers and will consider their independence before engagement[215]. Shareholder Rights and Redemption - The redemption price for public shareholders upon completion of the initial business combination is expected to be approximately $10.00 per public share, potentially increasing by up to $0.10 if the sponsor extends the time to consummate the business combination[94]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, ensuring compliance with SEC regulations[104]. - Shareholder approval may be required for the initial business combination, depending on legal or stock exchange rules[85]. - The company plans to limit public shareholders from seeking redemption rights for more than 15% of the shares sold in the offering, to prevent a small group from blocking the business combination[105]. - The tender offer for redemptions will remain open for at least 20 business days, and the company will not complete the initial business combination until the expiration of this period[98]. - Shareholders must exercise their redemption rights to receive funds from the trust account, which will only be available upon completion of the business combination or other specified conditions[123]. Risks and Challenges - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[53]. - The company may face risks if it completes a business combination with financially unstable or early-stage companies[77]. - The company may not have the resources to diversify its operations, which could increase risks associated with a single line of business[80]. - Any claims against the trust account by creditors may reduce the amount available for shareholder redemption, potentially below the expected $10.05 per share[120]. - If bankruptcy occurs, the trust account proceeds may be subject to claims that could diminish the redemption amount for shareholders[122]. - The company has not identified any significant cybersecurity risks that could materially affect its business strategy or financial condition[133]. Compliance and Reporting - The company is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its ordinary shares held by non-affiliates exceeds $700 million[66]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements until certain thresholds are met[67]. - The company does not expect any material exposure to interest rate risk due to the short-term nature of its investments[175]. - The company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act as an emerging growth company[174]. - Management assessed that the internal control over financial reporting was not effective as of November 30, 2024, due to material weaknesses[183].

Financial Performance - For the three months ended August 31, 2024, the company reported a net income of $883,767, with interest income of $968,670 offsetting general and administrative expenses of $54,903 and related party administrative fees of $30,000[89]. - For the nine months ended August 31, 2024, the company had a net income of $1,164,002, driven by interest income of $1,638,810 against general and administrative expenses of $420,863 and related party administrative fees of $53,945[89]. IPO and Fundraising - The company completed its IPO on March 22, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit, along with an additional $2,355,000 from the sale of 235,500 private placement units[90][91]. - The company plans to use substantially all net proceeds from the IPO and private placement for its initial business combination and related expenses, including a deferred underwriting fee of 3.5% of the total gross proceeds raised in the IPO[92][99]. Liquidity and Financial Position - As of August 31, 2024, the company had cash of $323,846 and working capital of $341,995, with liquidity needs previously satisfied through a $25,000 payment from the Sponsor and a $250,000 unsecured promissory note[93]. - The company has incurred significant professional costs to remain publicly traded and expects to continue incurring transaction costs in pursuit of a business combination, raising concerns about its ability to continue as a going concern[96]. - The company has no off-balance sheet arrangements or contractual obligations as of August 31, 2024, and has not entered into any off-balance sheet financing arrangements[97][102]. Administrative Agreements and Services - The company has entered into an Administrative Services Agreement with the Sponsor, agreeing to pay $10,000 per month for office space and administrative services[98]. Accounting Policies - The company has not identified any critical accounting policies and estimates that could materially affect its financial statements[101]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[103].

Financial Performance - The company had a net income of $310,936 for the three months ended May 31, 2024, with interest income of $670,140 offsetting general and administrative expenses of $335,259[88]. - For the six months ended May 31, 2024, the company reported a net income of $280,235, with total general and administrative expenses of $365,960[88]. IPO and Fundraising - The company completed its IPO on March 22, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[89]. - An additional $2,355,000 was raised through the sale of 235,500 Private Placement Units at $10.00 each, bringing total gross proceeds to $71,355,000[89]. Cash and Investments - As of May 31, 2024, the company had cash of $366,670 and working capital of $423,720[92]. - The company placed a total of $69,345,000 in a trust account, which will be invested in U.S. government treasury bills or money market funds[90]. Future Expenses and Agreements - The company expects to incur significant costs related to being a public company and for due diligence expenses in connection with identifying a target for a business combination[87]. - The company has entered into an Administrative Services Agreement to pay the Sponsor $10,000 per month for office space and administrative services[97]. - Upon closing a business combination, underwriters will receive a deferred fee of 3.5% of the gross proceeds from the IPO, totaling $2,415,000[98]. Business Operations - The company has not engaged in any operations or generated revenues to date, focusing solely on organizational activities and identifying a target for a business combination[85].

Financial Performance - The company had a net loss of $30,701 for the three months ended February 29, 2024, attributed to formation and operating costs[77]. - As of February 29, 2024, the company had cash of $59,402 and a working capital deficit of $159,616[81]. - Management has raised substantial doubt about the company's ability to continue as a going concern if a business combination is not completed within the specified period[82]. IPO and Fundraising - The company completed its IPO on March 22, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[78]. - An additional $2,355,000 was raised from the sale of 235,500 Private Placement Units at the same price, totaling gross proceeds of $71,355,000[78]. - The underwriters received a cash underwriting discount of 1.0% of the gross proceeds from the IPO, amounting to $690,000[88]. - A deferred fee of 3.5% of the gross proceeds from the IPO, totaling $2,415,000, will be paid upon the closing of a business combination[88]. Trust Account and Investments - The company placed $69,345,000 in a trust account, which will be invested in U.S. government treasury bills or money market funds[79]. Future Expenses - The company expects to incur significant expenses related to being a public company and for due diligence in connection with a business combination[76]. - The company has no off-balance sheet arrangements as of February 29, 2024[84].