Black Hawk Acquisition Corp 2025年度报告

FORM 10-K ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-41667 Black Hawk Acquisition Corporation(Exact name of registrant as specified in its charter) Securities registered pursuant to Section12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements 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 (Section232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe registrant 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: Accelerated filer☐Smaller reporting company☒Emerging growth company☒ 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. Yes☐No☒ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of May31, 2025, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant wasapproximately $73.9 million. As of March6, 2026, there were 4,153,577 ordinary shares, par value $0.0001 per share, issued and outstanding. Black Hawk Acquisition Corporation TABLE OF CONTENTS PART IItem 1.Business1Item 1A.Risk Factors23Item 1B.Unresolved Staff Comments23Item 1CCybersecurity23Item 2.Properties23Item 3.Legal Proceedings23Item 4.Mine Safety Disclosures23PART IIItem 5.Market for Registrant’s Common Equity, Related Shareholders Matters and Issuer Purchases of EquitySecurities24Item 6.Reserved25Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 7A.Quantitative and Qualitative Disclosures About Market Risk29Item 8.Financial Statements and Supplementary Data29Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure29Item 9A.Controls and Procedures29Item 9B.Other Information31Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections31PART IIIItem 10.Directors, Executive Officers and Corporate Governance32Item 11.Executive Compensation39Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters40Item 13.Certain Relationships and Related Transactions, and Director Independence41Item 14.Principal Accounting Fees and Services44PART IVItem 15.Exhibits, Financial Statement Schedules45Item 16.Form 10-K Summary45i CERTAIN TERMS References to the “Company,” “our Company,” “Black Hawk,” “our,” “us,” or “we” refer to Black Hawk Acquisition Corporation, ablank check company incorporated on September28, 2023, as a Cayman Islands exempted corporation and formed for the purpose ofeffecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or morebusinesses, which we refer to throughout this Annual Report on Form 10-K as our “target business.” References to our “Sponsor” referto Black Hawk Management LLC, a Delaware limited liability company, an aff