Member Info for MickJ76

We may obtain funding through public or private equity offerings, private investment in public equity (“PIPE”), offerings, debt financings, joint ventures, partnerships, collaborations, and licensing arrangements, through obtaining credit from financial institutions or other sources. If we raise additional funds through future issuances of equity or convertible debt securities, our then existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Common Stock. If we raise additional funds through issuances of debt, we may be subject to restrictions on our operating activities. However, if we are unable to raise capital when needed or on acceptable terms, that could have a material adverse effect on our continued growth and development and/or we may be forced to cease operations. In addition, if adequate capital is not available to us, it may create substantial doubt among third parties, including

10

suppliers and potential customers. Such doubt could adversely impact our business, reputation, prospects, and our financial statements. The report from our auditors for our financial statements for the year ended December 31, 2024 included a qualification expressing substantial doubt about our ability to continue as a going concern. The inclusion of a going concern qualification could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise.

Risk Relating to Intellectual Property

We may be unable to protect, defend, maintain, or enforce our intellectual property rights for the intellectual property on which our business depends, including against existing or future competitors. Failure to protect defend, maintain and enforce that intellectual property could result in our competitors offering similar products, potentially adversely affecting our growth and success.

Risks Relating to Our Business and Operations

We are an early-stage company with a history of losses. We have not been profitable historically and may not be able to achieve profitability in the future.

Our financial statements as of and for the year ended December 31, 2024 included in this prospectus have been prepared assuming we will continue as a going concern. If we are unable to generate sufficient cash flow to sustain our operations or raise additional capital in the form of debt or equity financing, this could affect our ability to continue as a going concern in the future. Since our inception in 2015, we have incurred significant net losses and have used significant cash in our business. As of December 31, 2024, we had an accumulated deficit of approximately $131.8 million, and for the year ended December 31, 2024, we had a net loss of approximately $34.5 million. As of June 30, 2025, we had an accumulated deficit of $150.2 million, and for the six months ended June 30, 2025, we had a net loss of $28.8 million. We anticipate that we will incur net losses for the foreseeable future and, even if we generate revenues, there is no guarantee that we will ever become profitable. Our ability to achieve profitability in the future will depend on a number of factors, many of which are beyond our control.

Even if we do achieve profitability, we may be unable to sustain or increase our profitability in the long term. Our business may be disrupted at any time due to numerous factors outside of our control, including changes in the general macroeconomic outlook, local and regional volatility, global trade disputes, political instability, expropriation or nationalization of property, public health emergencies, and related government policies and restrictions designed to mitigate the effects of such emergencies, civil strife, strikes, insurrections, acts of terrorism, hostilities or the perception that hostilities may be imminent, military conflict, acts of war, including sanctions or other restrictive actions, by the United States or other countries, and natural disasters.

We will require additional capital to finance our operations and implement our business plan and strategy and if we are unable to raise such capital when needed, or on acceptable terms, that could have a material adverse effect on our ability to meet our financial obligations and support continued growth and development.

Consummating and implementing strategic acquisitions and commercializing products and services will require a significant amount of capital. As a result, we expect for some time to continue to incur substantial operating expenses without generating sufficient revenues to cover expenditures. In addition, changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate, and we may need to seek additional funds sooner than planned.

We may obtain funding through public or private e

More confetti lol.

THE OFFERING

Issuer

Nuburu, Inc.

Common Stock offered by the Selling Stockholder

Up to 25,938,157 shares (the “Resale Shares”) of Common Stock, including (i) up to 20,055,588 shares (the Indigo Shares) of Common Stock issuable to Indigo Capital upon conversion of promissory notes; (ii) up to 672,881 shares (the Brick Lane Shares) of Common Stock issuable to Brick Lane upon conversion of promissory notes; (iii) up to 1,562,500 shares (the Bomore Shares) of Common Stock issuable to Bomore upon conversion of promissory notes; (iv) up to 781,250 shares (the Torcross Shares) of Common Stock issuable to Torcross upon conversion of promissory notes; (v) up to 2,405,044 shares (the Diagonal Shares) of Common Stock issuable to Diagonal upon conversion of promissory notes; and (vi) up to 460,894 shares (the Boot Shares) of Common Stock issuable to Boot upon conversion of promissory notes.

Common Stock outstanding (as of August 20, 2025)

99,829,078

Selling Stockholders

All of the shares of our Common Stock are being offered by the Selling Stockholders. See “Selling Stockholders” beginning on page 57 for additional information on the Selling Stockholders.

Terms of the Offering

Each Selling Stockholder will determine when and how it sells the shares of Common Stock offered pursuant to this prospectus.

Use of Proceeds

We will not receive any proceeds from the resale of shares of Common Stock included in this prospectus by the Selling Stockholders.

Risk Factors

You should carefully read the “Risk Factors” beginning on page 9 and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our Common Stock.

NYSE American Symbol

“BURU” for our Common Stock.

Unless otherwise noted, the number of our shares of Common Stock outstanding excludes:

• 42,680 shares issuable upon the exercise or vesting of compensatory equity awards;

• 109,445 shares issuable upon conversion of Preferred Stock;

• 1,632,187 shares issuable upon exercise of outstanding warrants;

• 38,276,895 shares issuable upon conversion of outstanding convertible notes assuming the conversion prices in effect as of August 20, 2025;

• 6,086,957 shares issuable in connection with the Financial Support and Acknowledgement Agreement between the Company, Alessandro Zamboni and S.F.E. Equity Investments SARL (“SFE EI”);

• 5,090,959 shares issuable in connection with the settlement of the Liqueous Note - as defined under the description of Liqueous under "Our Business – Recent Developments – 2025 Funding Agreements" below; and

• 193,385 shares issuable to Phoenix MGMT Consulting LLC (“Phoenix”) in connection with the required quarterly issuances of Common Stock valued at $25,000 per quarter.

Gilmartin’s baws should be well and truly blootered by ii and indeed large shareholders as this is F-up on a massive scale

EGM you mean

so we are being advised they have overseen a monumental cover up of the 2022, 2023 and possibly even the 2024 accounts.

what a total ****show.

Views of the Board of Wood

The Board of Wood has explored a range of alternative refinancing options. Having carefully considered the viability of these options together with Wood's financial advisers, the Board of Wood believes the Acquisition of Wood by Bidco on the terms set out in this Announcement represents the best option for its shareholders, creditors and wider stakeholders.

Notwithstanding recent financial challenges, Wood believes the additional proposed $450 million capital injection by Sidara, together with the Amendment and Extension, the Interim Facility, the New Money Facility and the Existing Guarantee Facility, and ownership by a global group that is privately owned with long-term investment capabilities, will create the best foundations for growth.

Further, the Wood Directors consider that there are significant benefits in proceeding with a Rule 2.7 announcement which contains the Exceptional Conditions as it allows Wood access to some immediate liquidity and, in addition, enables the fastest possible timetable to the Wood Meetings and receipt of the initial $250 million cash injection from Sidara (described above).

Therefore, the Wood Directors intend to recommend unanimously that Wood Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting. Further details of the Wood Board's recommendation are set out below.

Sidara has received support for the Acquisition from the Wood Directors in respect of their own legal and beneficial shareholdings, currently representing 0.209 per cent. of Wood's share capital, in the form of irrevocable undertakings. Further details are set out below.

The Acquisition is expected to complete in the first half of 2026.

This is a strange one.

ii) the Audit Opinion not being the subject of any Modified Opinion in relation to the FY24 Balance Sheet;

I had noticed this previously from your article though Sandshare.

Options being assessed include moving to a buy-in insured basis and eventual buyout with a third party as soon as is reasonably practical, or to continue to run the WPP on for a limited number of years to potentially generate further surplus.

First post Sandman. Posting a 2023 outdated article 😂

From the February business update.

Updated 2025 outlook

• Continue to expect good growth in 2025 supported by cost actions

o We expect double-digit adjusted EBITDA and adjusted EBIT growth (excluding the impact

of disposals)4 in 2025

o This remains in line with market expectations, though our pathway to this now includes

taking additional cost reduction measures as outlined above

• Now expect negative free cash flow of $(150) million to $(200) million in 2025, including:

o (i) The impact of weaker trading

▪ Lower expected underlying EBITDA growth in 2025, with incremental cost

reduction actions to underpin growth (exceptional cash costs of c.$30 million)

▪ One-off working capital unwind in 2025 as a result of actively managing working

capital at the 2024 year end (c.$70 million)

o (ii) Impacts related to the Review

▪ Deferral of expectation to realise cash inflow from pension surplus (c.$50 million)

▪ Professional costs relating to the Review and implementing enhancements

(estimated to be c.$10 million)

o (iii) Legacy claims liabilities

▪ Quantum and timing of potential cash payments (c.$50 million)

• Targeting proceeds from disposals in 2025 of $150 million to $200 million to offset the

negative free cash outflow in 2025 and maintain debt levels at 2024 levels

• Average net debt in 2025 expected to be in line with 2024 levels of around $1.1 billion (before

disposals)

• Estimated total cash costs of legacy claims liabilities remain around $150 million5

, which we

expect to pay and extinguish over the next three years

• We had previously expected to broadly offset these payments with cash inflows associated with

our pension surplus over the next three years. However, the current uncertainty around the Review

has deferred our expectation of realising cash from this pension surplus

Actions in 2025 will underpin positive free cash flow in 2026

• Positive free cash flow expected in 2026 (before disposals) reflecting:

o Continued improvements in operating cash flow6, which has improved from $(66) million

in FY22 to c.$275 million in FY24, helped by working capital improvements, including the

absence of the 2025 working capital unwind (c.$70 million)

o Growth in adjusted EBITDA and adjusted EBIT from underlying business growth

o Incremental benefit of cost savings in FY26 (c.$25 million)

o Reduction in cash exceptionals from c.$100 million in FY25 (consisting of asbestos,

restructuring costs and advisor fees) to c.$40 million in FY26 (only asbestos)

• Note that legacy claims cash payments are expected to be broadly similar in FY25 and FY26 and

will be reported separately to exceptional cash costs

Sure we will see a current business update with amended and improved figures following the 3 big disposals and the huge contract wins Wood gained so far this year ?

Wood Group (john) Plc us what we are invested into (which now has a charge over debt registered.

Why is there a John Wood Group Ltd and Wood Group UK Ltd also on companies house ?

Https://s3.eu-west-2.amazonaws.com/document-api-images-live.ch.gov.uk/docs/5YANrF_xiYPvRMF-ZpLl7POjd1eww04KGnxwSpX49xM/application-pdf?X-Amz-Algorithm=AWS4-HMAC-SHA256&X-Amz-Credential=ASIAWRGBDBV3I64OUAPV%2F20250828%2Feu-west-2%2Fs3%2Faws4_request&X-Amz-Date=20250828T172810Z&X-Amz-Expires=60&X-Amz-Security-Token=IQoJb3JpZ2luX2VjEFAaCWV1LXdlc3QtMiJHMEUCIBqddB6gUSdk5s4gsO7MJ30XGy7BkDBO6IfYj8mzC1AOAiEAh7yUuGQHi8%2BaonSlwIGCayJtuIYcMNgcnsyLVw6FvF4qxAUIqf%2F%2F%2F%2F%2F%2F%2F%2F%2F%2FARAFGgw0NDkyMjkwMzI4MjIiDBuCeQ8aoBLCubKT2iqYBSJu04fOia2mzK%2FUbXvcSAA%2FURgHzK%2F6IFh6gB5dGRExbJRrXBp%2F4G8VAD4LE6H2Kb9KHsWdZnETnhSuptajals205%2FU36OZdSMRZRkkr6HGWiy8cgtI%2FQ6vu0tEpAfuuLnjrG6UhwN9yAxjghp4tO2G4%2BBrMWvR2Yx0tjHiJmu8ZGVbCknmRyshxSCePGZdpUAhSXh%2BR400LaoWZENA7OIxZNBywx0u%2B8rEr21w7rIyq73FU4%2BWqi79gOY5vpwc86itwCEzJ8tpoH40pEdM%2FQggtxDMBJaFs4gff7SjsG8fXlCwf8xthwVwoAy8fU0BEyaIlLhXdMudh%2FmbJlaMpBliM2b3KLTBs2%2Fm9Q%2FK2oMwph%2BNk0jwyvhJwIGvVuaGlX11laytd8M9aUQM48xpjR%2BiLgKfvJdmnUf%2Fu2VVQ5dw9yWWQTIGZm22H95lYMYl7xjCj%2FyiSEMeS1LfbrjjEsNzaQDygUxGtlKUim3dimYLbdkPTQmqJZs70xWZEBarA%2BOJnUbmMOqRGV%2FkxLwiEJVG5Tuq%2FOvR%2FczpKF934CCf2IsqkAeYBOyOzO9CAm%2BsJPFYyIjdGkDabCX3fhNsdCB8Fsg6eQxUgUPlnm4vcbgQykU7OnXaihynCXkE%2Bs%2BxuOtVnytX5IZOOoQ%2BTwTL8WQ0HERChW8aKxfNRKcULiUkUJJCFeZN4wxOB9SuOR%2F8fS94WZB%2BMDSQl09FJXd%2FeTSYyMOfg0IQhnFppIQ%2B6HBPh3jQIIkO%2FIF2RvCnIcTz18dlaAnAOsJyQF0jyQ2t4eXsdE3m%2B%2FHYyC2B0RbHsHwd0GILQxdvyy1z%2FQU4XK4twPmKfyTlCZT0beCYbB6ksuvm25XL9cZb7X5eAkFXka1UrXhb2MPRIk4w6ezBxQY6sQHpzRw4TtvSkZW8bX%2FWQR8I%2Faa5st1ZpM%2BlPpyQN91JBVpHbFXK2%2F2aFt4mbEduqumxIKenlzGU7zrozGLBx9W98K%2BI%2FLXP7N9%2FWTcZQtLi%2BVmLv5YW5tboFc94ffm3OvsLyFpKpeMw%2FVpWjm2CAjt0e5gXACoNEUy2ia8Bh1vsDZNLiGswS9%2FDWxNAyuLFAI%2B%2FBio8H6kGBwnlK5dzFgjf6PPC6qJJpY%2B8KbEoVf6pNJ8%3D&X-Amz-SignedHeaders=host&response-content-disposition=inline%3Bfilename%3D%22SC036219_mr01_2025-08-27.pdf%22&X-Amz-Signature=6cfb4d1a331307290f54347dae88288047f34bbaaba84546f5a2eeefff8ecaca

Yes the third party who happened to be Syme’s ex Chairman.

TAG are in liquidation so let’s not forget this.

So as entirely expected TAG now forced into liquidation by the courts.

- the entrepreneur is in a state of insolvency pursuant to art. 121 CCII.

On this point, it should be noted, albeit briefly, that the state of insolvency is the financial situation of the debtor who is no longer able to regularly satisfy his obligations, that is, who is not able to pay its debtors at the due dates and by normal means in relation to the ordinary exercise of the business.

TAG SPA, since the appeal pursuant to art. 44 co. 1 CCII, has acknowledged that it is unable to honour its debts at the agreed due dates and with normal means of payment, reiterating this impossibility by filing then the plan and the proposal.

All planned and as he’s as devious as they come.

He’s not that clever though as he’ll find out in due course lol.

Icey appears to be bang on the money here. Let’s hope this supposed deal is kicked into touch and no formal offer is actually made tomorrow.

Just get the f ucking accounts issued and stop f ucking about.

FFS. Bunch of f ucking arseholes

The Board of Wood has therefore requested, and the Panel has consented to, an extension to the date by which Sidara is required either to announce a firm intention to make an offer for Wood in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement would be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00pm on Friday 29 August 2025. This deadline can be further extended with the agreement of the Board of Wood and the consent of the Panel in accordance with Rule 2.6(c) of the Code.

Further announcements will be made in due course. In the meantime, shareholders are not required to take any action in relation to the Possible Offer.

There continues to be no certainty that an offer will be made by Sidara even if the pre-conditions to the Possible Offer are satisfied or waived. This announcement is being made with the consent of Sidara.

This matters because of this.

In addition to the New On-Demand Facility, on 18 March 2025 the Company has also entered into a heads of terms agreement with BURU (the "Heads of Terms") whereby the following actions are legally binding by the Company:

·    The Company has agreed to release TAG from its obligations under the Top-Up Shareholder Loan Agreement once BURU has provided the full US$5,150,000 of funding to the Company under the New On-Demand Facility. The release of these obligations includes the Company's right to receive any amounts drawn down and any late payment interest amounts, arising as a result of the non-performance by TAG under the Top-Up Shareholder Loan Agreement;

·    For a period from the date of receipt by the Company of the total amount of US$5,150,000 funding until the date falling six months following the full repayment of the New On-Demand Facility, the Company has agreed that:

-     Alessandro Zamboni will remain as Chief Executive Officer of the Company, a director of the Company's Italian subsidiaries or in another such role as the Company and BURU may agree; and

-     TAG, or another entity designated by Alessandro Zamboni and approved by the Company, will continue to provide certain corporate support activities to the Company on the terms in force at the date of the Heads of Terms. These terms maybe subject to review and approval by the Company as to the continuing supply of these services being in the best interests of the Company and the supply of those services being in line with the agreed contractual terms.

The entry by the Company into the New On-Demand Facility and the Heads of Terms constitutes a material related party transaction for the purpose of DTR 7.3 and was, accordingly, voted upon by the independent Directors (excluding Alessandro Zamboni, who, constituted a "related party" (as such term is defined in IFRS). The independent Directors consider the material related party transaction in respect of the New On-Demand Facility and the Heads of Terms to be fair and reasonable from the perspective of the Company and its Shareholders who are not a related party or otherwise interested in BURU.

Alessandro Zamboni, the Chief Executive Officer of the Company, is a related party in connection with the proposals noted above due to the fact that he is also the Executive Chairman of BURU and is the ultimate beneficial owner and director of TAG.

After hours RNS incoming. You can just about read the script here. Their plan is back-firing and blowing up in their faces. (Well that’s my thoughts).

Plan B I hope is the way forward from a shareholders’ perspective.

1AF2 is TAG Merged remember !

Lots of interesting info available on this merge 👊