Black Hawk Acquisition Corp
For the period ended Jun 20, 2025. Filed Jun 10, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 20, 2025 · Filed Jun 10, 2025
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Contents
PROXY STATEMENT
Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on June 20, 2025: This notice of Extraordinary General Meeting of Shareholders, the Proxy Statement, including your proxy card, and our Annual Report on Form 10-K for the fiscal year ended November 30, 2024 are available athttps://www.cstproxy.com/bhspac/2025.
Your proxy is solicited by the Board of Directors for our Extraordinary General Meeting of Shareholders (the “Extraordinary General Meeting”), to be held on June 20, 2025, at 12 p.m. Eastern Time. The Company’s principal executive office is located at 4125 Blackhawk Plaza Circle, Suite 166, Danville, CA 94506, and the telephone number is (925) 217-4482. Our Extraordinary General Meeting will be held via audio teleconference only using the following dial-in information below:
At the Extraordinary General Meeting, you will be asked to consider and vote upon the following matters:
| (1) | Extension Amendment Proposal—A proposal by special resolution to amend the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Existing Charter”) by adopting an amendment to the Existing Charter in the form set forth in Annex A to the Proxy Statement (the “Extension Amendment”) which reflects the extension of the date by which the Company must consummate a business combination (the “Combination Period”) up to eighteen (18) times from June 22, 2025 (the “Termination Date”) to December 22, 2026, each by an additional one (1) month (each an “Extension”) for a total of eighteen (18) months after the Termination Date (i.e., for a total of up to thirty-three (33) months after the consummation of its initial public offering (the “IPO”)), assuming a Business Combination has not occurred. The end date of each Extension shall be referred to herein as the “Extended Date.” We refer to this proposal as the “Extension Amendment Proposal”. |
| (2) | Trust Agreement Amendment Proposal—A proposal to further amend The Company’s investment management trust agreement, dated as of March 20, 2024, (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the Termination Date up to eighteen (18) times for an additional one (1) month each time from the Termination Date to December 22, 2026 (the “Trust Agreement Amendment”) by depositing into the trust account (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 Amendment Proposal for each one-month extended, up to $55,000 per one-month extension (the “Trust Agreement Amendment Proposal”). |
| (3) | Adjournment Proposal—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 Extension Amendment Proposal, the Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extension Amendment and Extension (the “Adjournment Proposal”). |
The Board has fixed the close of business on June 2, 2025 as the record date (the “Record Date”) for determination of Shareholders entitled to notice and to vote at the Extraordinary General Meeting and any adjournment thereof. Holders of our Class A ordinary shares are entitled to vote at the Extraordinary General Meeting.
Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, we will send our Shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2025 Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended November 30, 2024 online. Shareholders who have received the Notice will not be sent a printed copy of our proxy materials in the mail unless they request to receive a printed copy.
You will be able to attend the Extraordinary General Meeting via teleconference only using the above dial-in information on June 20, 2025, at 12 p.m. Eastern Time.
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