BKHA · Black Hawk Acquisition Corporation

Administrative Amendment and Financial Impact

This Form 10-K/A serves a strictly administrative function, filed on April 28, 2026, to correct a procedural omission in the original Annual Report filed on March 6, 2026. The sole purpose of the amendment is to include the Company's Incentive Compensation Recovery (Clawback) Policy as Exhibit 97.1. Investors should note that this filing does not reflect any changes to the financial statements, results of operations, or cash flows for the fiscal year ended November 30, 2025. The original filing remains the authoritative source for all financial data, and no error corrections or restatements were required.

Governance and Clawback Policy Implementation

The inclusion of the Incentive Compensation Recovery Policy brings the Company into compliance with SEC Rule 10D-1 and corresponding Nasdaq listing standards. Effective since March 12, 2024, the policy provides a framework for the recovery of erroneously awarded incentive-based compensation from executive officers in the event of an accounting restatement. This governance enhancement reflects standard regulatory compliance for public companies and does not indicate any specific concerns regarding prior compensation awards or financial reporting accuracy.

Operational Status and Strategic Outlook

Black Hawk Acquisition Corporation continues to operate as a shell company, maintaining its status as a Cayman Islands-formed special purpose acquisition company (SPAC). The primary business objective remains the identification and consummation of an initial business combination. With the fiscal year ending November 30, 2025, the Company faces a defined timeline to complete a transaction, with a deadline extending to November 2025 as specified in its governing documents. The administrative nature of this amendment suggests management's focus remains on regulatory compliance while pursuing a target acquisition. No operational changes or strategic pivots were disclosed in this filing.