10-K/A
 10-K/A

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 Amendment
No. 1

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended November 30, 2024

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 Commission File Number 001-41667

 Black Hawk Acquisition Corporation

 (Exact name of registrant as specified in its charter)

 Cayman Islands

 00-0000000 N/A

 (State or other jurisdiction of

 incorporation or organization)

 (IRS Employer

 Identification No.)

 125 Blackhawk Plaza Circle, Suite 166

 Danville, CA 94506

 (Address of principal executive offices and zip code)

 (915) 217-4482

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Units, each consisting of one ordinary share, $0.0001 par value, and one-fifth (1/5) of one right entitling the holder thereof to receive one Class A ordinary share upon the consummation of our initial business combination

 BKHAU

 The Nasdaq Global Market

 Ordinary shares, par value $0.0001 per share

 BKHA

 The Nasdaq Global Market

 Rights, each right entitling the holder to receive one Class A ordinary share upon the consummation of our initial business combination

 BKHAR

 The Nasdaq Global Market

 Securities registered pursuant to Section 12(g) of the Act: None.

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the 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 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 Exchange Act:

 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 13(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 effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes No

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the fi ling 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-based compensation 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 Rule 12b-2 of the Exchange Act). Yes No

 As of May 31, 2024, the aggregate market value of the Registrant's ordinary shares held by non-affiliates of the Registrant was approximately $70 million.

 As of April 10, 2025, there were 8,929,500 ordinary shares, par value $0.0001 per share, issued and outstanding.

 Explanatory
Note

 This Amendment No.1 (the "Amendment")
to the annual report on Form 10-K (File No. 001-41667), originally filed on April 10, 2025 (the "Original Filing"), is being
filed solely for the purpose of including Exhibit 99.3, a copy of the Company's Executive Compensation Recovery Policy (the
"Clawback Policy"), which was inadvertently omitted by the Company when originally filed. This Amendment contains only the
cover page, this explanatory note, the exhibit index, the signature page and the revised certifications.

 Except
for the foregoing, this Amendment does not alter or update any information contained in the Original Filing. The Original Filing continues
to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events
that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction
with the Original Filing, and the Company's filings made with the SEC subsequent to the filing of the Original Filing.

 Item 15. Exhibits, Financial Statement Schedules.

 1. The following documents are filed as part of this Annual Report:

 Financial Statements: See "Item 8. Financial Statements and Supplementary Data" herein and "Index to Financial Statements" and financial statements incorporated by reference therein commencing below.

 2. Exhibits: The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.

 Item 16. Form 10-K Summary.

 None.

 EXHIBIT INDEX

 Exhibit No.

 Description

 3.1*

 Second Amended and Restated Memorandum and Articles of Association

 4.1**

 Specimen Unit Certificate

 4.2**

 Specimen Ordinary Shares Certificate

 4.3**

 Specimen Rights Certificate

 4.4*

 Rights Agreement by and between Continental Stock Transfer & Trust Company and the Registrant

 5.1***

 Opinion of Celine and Partners, P.L.L.C.

 5.2***

 Opinion of Ogier

 10.1*

 Form of Letter Agreement among the Registrant and the Sponsor, Officers, and Directors

 10.2*

 Investment Management Trust Agreement by and between Continental Stock Transfer & Trust Company and the Registrant

 10.3*

 Registration Rights Agreement by and between the Registrant and Insiders

 10.4*

 Form of Indemnity Agreement

 10.5*

 Subscription Agreement, as amended, between the Registrant and Black Hawk Management LLC

 10.6***

 Administrative Services Agreement

 14.1***

 Code of Ethics

 31.1****

 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2****

 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1****

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2****

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 99.1***

 Audit Committee Charter

 99.2***

 Compensation Committee Charter

 99.3****

 Clawback Policy

 *

 Incorporated by reference to the Registrant's Current Report on Form 8-K filed on March 26, 2024.

 **

 Incorporated by reference to the Registrant's Registration Statement on Form S-1 filed on February 26, 2024.

 ***

 Incorporated by reference to the Registrant's Registration Statement on Form S-1 filed on February 5, 2024

 ****

 Filed herewith

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 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)

 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Kent Louis Kaufman

 Chief Executive Officer and Chairman

 April 10, 2025

 Mr. Kent Louis Kaufman

 (Principal Executive Officer and Principal

 Accounting and Financial Officer)


true FY 2024 0001527352

 2024-01-01
 2024-12-31

 NXL:CommonStockParValue0.001PerShareMember

 2024-01-01
 2024-12-31

 NXL:WarrantsExercisableForOneShareOfCommonStockMember

 2024-01-01
 2024-12-31

 2024-06-30

 2025-03-12

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON D.C. 20549

 FORM 10-K/A

 Amendment No. 1

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _______ to _______.

 Commission file number: 001-41507

 NEXALIN TECHNOLOGY, INC.

 (Exact name of Registrant as specified in its charter)

 Delaware

 27-5566468

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 1776 Yorktown, Suite 550

 Houston, TX

 77056

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area code: (832) 260-0222

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common stock, par value $0.001 per share

 NXL

 The Nasdaq Capital Market

 Warrants, exercisable for one share of Common Stock

 NXLIW

 The Nasdaq Capital Market

 Securities registered pursuant to Section 12(g) of the Securities Exchange Act: NONE

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the 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, 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 Exchange Act.

 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 accountant standards provided pursuant to Section 13(a) of the Exchange Act. Yes No

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes No

 Indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes No

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). Yes No

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As of June 30, 2024, the aggregate market value of the registrant's common stock held by non-affiliates of registrant was $ 10,228,303 based upon the closing sale price of the common stock as reported by The Nasdaq Capital Market. Solely for purposes of this calculation, all executive officers and directors of the registrant are considered affiliates.

 As of March 12, 2025 there were 13,303,523 shares of the Registrant's common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 List hereunder the following documents if incorporated by reference and the Part of the Form 10-K ( e.g., Part I, Part II, I) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (e) under the Securities Act of 1933.

 None.

 688 Marcum LLP New Jersey

 Explanatory Note

 Nexalin Technology, Inc.
 (the "Company") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to amend the
 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Original Filing"),
 which was originally filed with the U.S. Securities and Exchange Commission (the "SEC") on March 14, 2025 (the
 "Original Filing Date"). The sole purpose of this Amendment is to amend the Exhibits contained in Item 15 of Part IV of
 the Original Filing to include Exhibit 19.1, the Nexalin Technology, Inc. Insider Trading Policy, and Exhibit 97.1, the Nexalin
 Technology, Inc. Compensation Recoupment Policy, which were omitted in the Original Filing.

 This Amendment is an exhibit-only
filing. Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update
in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may
have occurred subsequent to the Original Filing Date. Accordingly, this Amendment should be read in conjunction with the Original Filing
and the Company's other filings with the SEC.

 Pursuant to Rule 12b-15 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), currently dated certifications are filed herewith as
exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. These certifications are attached to this
Amendment as Exhibit 31.1 under Item 15 of Part IV hereof. Because no financial statements are being filed with this Amendment and this
Amendment does not contain any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications
have been omitted. Similarly, because no financial statements are being filed with this Amendment, certifications pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 have been omitted.

 Item 15. Exhibits and Financial Statement Schedules

 The following financial statements of Nexalin Technology,
Inc. are included in this report:

 Consolidated Balance Sheets as of December 31,
2024 and 2023

 Consolidated Statements of Operations and Comprehensive
Loss for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Changes Stockholders'
Equity for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years
Ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 Report of Independent Registered Public Accounting
Firm (Marcum LLP PCAOB Firm ID 688)

 No other financial statement schedules are required
to be filed.

 (a)

 Exhibits.

 Exhibit Number

 Description of Document

 1.1**

 Underwriting Agreement dated as of September 15, 2022 between the Registrant and Maxim Group LLC

 3.1*

 Certificate of Incorporation, as amended and as currently in effect.

 3.2*

 Amended and Restated Bylaws.

 4.1*

 Form of Specimen stock certificate evidencing shares of common stock.

 4.2***

 Warrant Agreement between the Company and Continental Stock Transfer and Trust company as warrant agent dated as of September 16, 2022

 4.3***

 Form of Warrant Certificate (filed as part of Exhibit 4.2)

 5.1*

 Opinion of Warshaw Burstein, LLP as to legality of the shares.

 10.1*

 Potential Joint Venture Agreement between the Company and Wider Come Limited, and Supplement thereto, dated as of September 21, 2018, as supplemented by Supplement Number 1.

 10.2*

 Employment Agreement between the Company and Mark White dated as of February 15, 2021.

 10.3*

 Agreement between the Company and David Owens, M.D. dated as of February 15, 2021

 10.4*

 Quality Assurance Agreement between the Company and Apical Instruments dated December 31, 2020.

 10.5*

 Advisor Agreement with Leonard Osser dated as of December 22,2021.

 10.6*

 Advisor Agreement with Tucker Anderson dated as of December 24, 2021.

 10.7*

 Advisor Agreement with Gian Domenico Trombetta dated December 24, 2021.

 10.8*

 Employment Agreement between the Company and Marilyn Elson dated as of January 11, 2022

 10.9*

 Amendment and Deferral Agreement dated as of March 30, 2022 to Consulting Agreement between the Company and US Asian Consulting Group LLC

 10.10*

 Employment Agreement between the Company and Michael Nketiah dated as of July 1, 2023.

 10.11*

 Form of Lock-Up Agreement.

 10.12*

 Consulting Agreement dated as of May 9, 2018 as amended between the Company and US Asian Consulting Group, LLC, as amended on January 2, 2019 and March 4, 2021

 10.13*

 Promissory Note in favor Mark White dated as of November 1, 2021, as amended

 10.14*

 Distribution Authorization Agreement dated as of May 1, 2019 with Wider Come Limited.

 10.15******

 Form of Lock-Up Agreement

 10.16******

 Form of Securities Purchase Agreement

 10.17

 Placement Agency Agreement

 10.18

 Letter Agreement between the Company and Carolyn Shelton

 10.19

 Supplier Quality Agreement dated as of December 20, 2024 between the Company and Velentium

 19.1

 Nexalin Technology, Inc. Insider Trading Policy

 23.1

 Consent of Marcum LLP, independent registered public accounting firm.

 23.2*

 Consent of Warshaw Burstein, LLP (included in Exhibit 5.1).

 31.1

 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

 31.2

 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

 32.1

 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2

 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1

 Nexalin Technology, Inc. Compensation Recoupment Policy

 99.1*

 Code of Ethics

 99.2*

 Audit Committee Charter

 99.3*

 Compensation Committee Charter

 99.4*

 Nominating and Corporate Governance Committee Charter

 *

 Previously filed as an exhibit to Form S-1 as declared effective by the SEC on September 15, 2022 (SEC File Number 333-261989).

 **

 Previously filed as an exhibit to Form 8-K as filed with the SEC on September 20, 2022.

 ***

 Previously filed as an exhibit to Form 8-K/A as filed with the SEC on September 20, 2022

 ****

 Previously filed as an exhibit to Form 10-Q as filed with the SEC on May 10, 2023

 *****

 Previously filed as an exhibit to Form 10-Q as filed with the SEC on August 10, 2023

 ******

 Previously filed as an exhibit to Form S-1/A as declared effective by the SEC on June 27, 2024 (SEC File Number 333-279684)

 Previously filed as an exhibit to Form 8-K as filed with the SEC on July 3, 2024

 Previously filed as an exhibit to Form 8-K as filed with the SEC on September 19, 2024

 Previously filed as an exhibit to
 Form S-1/A as declared effective by the SEC on February 3, 2025 (SEC File Number 333-283960)

 Previously filed as an exhibit to Form 10-K as filed with the SEC on March 14, 2025

 Filed as an exhibit to this Form 10-K/A

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 NEXALIN TECHNOLOGY, INC.

 By:

 /s/ Mark White

 Mark White

 Chief Executive Officer and Chief Financial Officer

 (Principal Executive, Financial and Accounting Officer)

 Date:

 April 14, 2025