SEC Comment Letter 0000000000-24-002002 to Black Hawk Acquisition Corp (BKHA, BKHAR, BKHAU) (CIK 0002000775) (BKHA)
Black Hawk Acquisition Corp (BKHA, BKHAR, BKHAU) (CIK 0002000775)
Date: Feb. 21, 2024 · CIK: 0002000775 · Accession: 0000000000-24-002002
AI Filing Summary & Sentiment
File numbers found in text: 333-276857
Letter
United States securities and exchange commission logo February 21, 2024 Kent Louis Kaufman Chief Executive Officer Black Hawk Acquisition Corp 4125 Blackhawk Plaza Circle, Suite 166 Danville, CA 94506 Re:Black Hawk Acquisition Corp Registration Statement on Form S-1 Filed February 5, 2024 File No. 333-276857 Dear Kent Louis Kaufman: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 17, 2024 letter. Registration Statement on Form S-1 Risk Factors The excise tax included in the Inflation Reduction Act of 2022, page 47 1.Refer to prior comment 1. We note you deleted the statement that the proceeds held in the trust account could be subject to the Excise Tax and instead have included a statement that you are not permitted to use the proceeds placed in the trust account and the interests earned thereon to pay any excise taxes. Please clarify whether the proceeds held in the trust account could be subject to the Excise Tax. We note that Section 1(j) and Exhibit C of the Investment Management Trust Agreement provide for the withdrawal from the Trust Account of interest earned on the Property requested by the Company to cover certain tax obligations. It is also unclear whether the IRS could assess liability against the trust for excise taxes.
FirstName LastNameKent Louis Kaufman Comapany NameBlack Hawk Acquisition Corp February 21, 2024 Page 2 FirstName LastName Kent Louis Kaufman Black Hawk Acquisition Corp February 21, 2024 Page 2 Risks Relating to Our Securities If we are deemed to be an investment company..., page 60 2.Please disclose that if you are found to be operating as an unregistered investment company, you may be required to change your operations or wind down your operations. Also, include disclosure with respect to the consequences to investors if you are required to wind down your operations as a result of this status, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and any warrants, which would expire worthless. Please confirm that if your facts and circumstances change over time, you will update your disclosure to reflect how those changes impact the risk that you may be considered to be operating as an unregistered investment company. Please contact Catherine De Lorenzo at 202-551-3772 or Ruairi Regan at 202-551-3269 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Cassi Olson, Esq.
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United States securities and exchange commission logo
February 21, 2024
Kent Louis Kaufman
Chief Executive Officer
Black Hawk Acquisition Corp
4125 Blackhawk Plaza Circle, Suite 166
Danville, CA 94506
Re:Black Hawk Acquisition Corp
Registration Statement on Form S-1
Filed February 5, 2024
File No. 333-276857
Dear Kent Louis Kaufman:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 17, 2024 letter.
Registration Statement on Form S-1
Risk Factors
The excise tax included in the Inflation Reduction Act of 2022, page 47
1.Refer to prior comment 1. We note you deleted the statement that the proceeds held in the
trust account could be subject to the Excise Tax and instead have included a statement that
you are not permitted to use the proceeds placed in the trust account and the interests
earned thereon to pay any excise taxes. Please clarify whether the proceeds held in the
trust account could be subject to the Excise Tax. We note that Section 1(j) and Exhibit C
of the Investment Management Trust Agreement provide for the withdrawal from the
Trust Account of interest earned on the Property requested by the Company to cover
certain tax obligations. It is also unclear whether the IRS could assess liability against the
trust for excise taxes.
FirstName LastNameKent Louis Kaufman
Comapany NameBlack Hawk Acquisition Corp
February 21, 2024 Page 2
FirstName LastName
Kent Louis Kaufman
Black Hawk Acquisition Corp
February 21, 2024
Page 2
Risks Relating to Our Securities
If we are deemed to be an investment company..., page 60
2.Please disclose that if you are found to be operating as an unregistered investment
company, you may be required to change your operations or wind down your operations.
Also, include disclosure with respect to the consequences to investors if you are required
to wind down your operations as a result of this status, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company, and
any warrants, which would expire worthless. Please confirm that if your facts and
circumstances change over time, you will update your disclosure to reflect how
those changes impact the risk that you may be considered to be operating as an
unregistered investment company.
Please contact Catherine De Lorenzo at 202-551-3772 or Ruairi Regan at 202-551-3269
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Cassi Olson, Esq.