Black Hawk Acquisition Corporation Units (BKHA)
Filed: 20 Mar 24, 4:06pm
As filed with the U.S. Securities and Exchange Commission on March 20, 2024.
Registration No. 333-276857
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
AMENDMENT NO. 3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BLACK HAWK ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Cayman Islands | 6770 | N/A | ||
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
4125 Blackhawk Plaza Circle, Suite 166
Danville, CA 94506
Telephone: (925) 217-4482
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)
Kent Louis Kaufman
4125 Blackhawk Plaza Circle, Suite 166
Danville, CA 94506
Telephone: (925) 217-4482
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Cassiopeia Olson, Esq. (718) 463-2555 — Facsimile | Arila Zhou, Esq. Ze’-ev D. Eiger, Esq. 666 Third Avenue, 20th floor (212) 451-2999 — Facsimile |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed by Black Hawk Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333- 276857), initially filed by the Registrant on February 5, 2024, as amended.
This Registration Statement covers the registration of an additional 1,035,000 of the Registrant’s units, including 135,000 units that may be purchased by the underwriters to cover over-allotments, if any, with each additional unit consisting of one Class A ordinary share and one-fifth (1/5) of one right entitling the holder thereof to receive one Class A ordinary share, redeemable upon the consummation of the initial business combination.
The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith.
The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the prior registration statement.
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CERTIFICATION
The Registrant hereby certifies to the Securities and Exchange Commission that (1) it has instructed its bank to pay the filing fee set forth on Exhibit 107 to this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of March 21, 2024), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than March 21, 2024.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in DANVILLE, State of CALIFORNIA, on the 20th day of March, 2024.
| Black Hawk Acquisition Corporation | ||
| By: | /s/ Kent Louis Kaufman | |
| Name: | Mr. Kent Louis Kaufman | |
| Title: | Chief Executive Officer and Chairman | |
| (Principal Executive Officer and Principal Accounting and Financial Officer) | ||
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Kent Louis Kaufman his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Kent Louis Kaufman | Chief Executive Officer and Chairman | March 20, 2024 | ||
| Mr. Kent Louis Kaufman | (Principal Executive Officer and Principal Accounting and Financial Officer) |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement or amendment thereto in Danville, California, on March 20, 2024.
| Authorized U.S. Representative | |||
| By: | /s/ Kent Louis Kaufman | ||
| Name: | Kent Louis Kaufman | ||
| Title: | Chief Executive Officer and Chairman | ||
| (Principal Executive Officer and Principal Accounting and Financial Officer) | |||
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