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TwoGoodToDie

Simply pointing out epic dilution ahead and why Nuburu isn’t a great long term investment just like RTOP and SYME.

TwoGoodToDie

You are right that the S1 approval is good news for Nuburu but it’s only for 20 million shares raising around $6 million gross and less after Yorkville fee. This means further S1 approvals will be required to fund cash element of Tekne deal, pay SYME $1.7 million by 30 July, repay investors $1.25 million who lent it $1 million on 30 June 2025 secured on Yorkville deal and also pay down $38 million of legacy debt as agreed with Regulator.

There is another S1 for 40 million shares which won’t raise a dollar for Nuburu but lets recent lenders to Nuburu either sell the restricted shares they have or convert more debt into shares and then sell.

Let’s see how strong the share price is once these shares hit the market.

No doubt Nuburu will keep pumping out news to give traders and naive reasons investors to buy the shares.

Yorkville S1 now approved so Nuburu can start issuing 20 million to Yorkville

The S1 to register 47 million shares issuable to various convertible loan note parties like Indigo also approved.

The Yorkville S1 may allow Nuburu to pay Supply some of the outstanding loans.

So a positive for Nuburu the company and Supply.

Not necessarily so good for Nuburu share price.

Nuburu Press Release announced delay in Golden Power approval and set out plan to remediate $38 million deficit in shareholders equity.

The Tekne acquisition date is kicked down the road and Nuburu admits that it needs to settle historic preference share liability and other debts via equity issuances to fill in $38 million deficit in its balance sheet

Nuburu needs to get S1s approved so it can start raising some cash.

TwoGoodToDie

You should google Tingo

A US listed company valued at billions at its peak.

After a major short seller report and SEC investigation it was exposed as a work of complete fiction I.e a major fraud.

Akzazoo.was another fraud reversed into a SPAC

So frauds do happe n even on US listed companies

TwoGoodToDie

RegTech was actually a main market listed company not AIM, just like Supply

You don’t seem to know the difference.

AZ ‘s other main market company RegTech Open Project Plc which came to market valued at £60 million after it acquired the business from AZ company based in Italy has now been dissolved without ever publishing audited accounts.

The good news for AZ is that Nuburu will be buying the Orbit platform which was the platform for Reg Tech from 1AF2 srl another Italian company owned by AZ.

We should find out in due course how much Nuburu shareholders will be paying for the Orbit business.

Yet TwoGoodToDie naively believes that AZ will reward shareholders for their loyalty. LOL

Nuburu has taken out yet more convertible loan note borrowing to keep company alive.

Raises mere $307,000.

More shareholder dilution when loans convert into shares at 80% and 75% VWAP basis albeit there is a waiting period unless a registration statement is filed.

The Diagonal loan has a stated 10% interest rate plus 10% has been added to cash received versus face value of debt and with term of 10 months that is an effective interest rate over 20% even before you factor in 25% VWAP discount on conversion into shares.

No doubt our resident AZ fan boy will try and spin this as a positive.

Nuburu wasn’t able to trade profitably in the blue lasers business in the past when it undertook its own RTO.

Now bulls believe the Tekne deal will reinvigorate that business although it has since lost its former board, most of the employees, all of its patents, its manufacturing plant and premises and written off its inventory.

They also don’t know just how many shares Nuburu will have to issue to buy Tekne, sort out historic debts and fund Supply but assure us it’s going to be a great investment or more like a ramp target with usual memes.

TwoGoodToDie naively believes that Supply will magically get the funding it couldn’t find since March 2020 and start its IM operations once Tekne deal closes.

TwoGoodToDie says loss makers can become successful like Amazon and Tesla but they had Bezos and Musk and he has Zamboni.

Versarien said its cash runs out by August in interim results.

It’s leaving the fund raising to last minute, just over 7 trading days left to announce something positive.

TwoGoodToDie

If it happens, it will be on a Form 8K .

A Form S8 is for employee benefits.

A simple typo or perhaps you just don’t know what you are talking about?

TwoGoodToDie

TESLA had Elon Musk a proven Entrepreneur who had already made many millions via business he created and sold.

Nuburu has AZ whose track record includes Reg Tech and SYME both not growing.

Loss making business can become very valuable if you are able to grow them into profitable ones.

I don’t see AZ doing that.

Nuburu’s a live business. LOL

Nuburu had no revenue in Q1 2025 down from $152,000 for the whole of 2024 which was down on the $2,085,532 in earned in 2023 when it lost £20.7 million.

It has no patents they were all sold in auction when lender foreclosed.

No inventory, no fixed assets like property, or plant & machinery, no right of use assets.

When it was trading it racked up ten of millions of dollars of losses.

What a great business.

You have been drinking too much of the AZ cool aid

TwoGoodToDie

Most reverse shells aren’t insolvent like Nuburu.

As an example Abal which Supply reversed into was solvent, it had a little cash.

TwoGoodToDie

Nuburu has borrowed from a host of different debt providers in recent months. They’re taking a punt that Nuburu will stay afloat long enough to get repaid. One of them even has a priority charge over fist proceeds received from the Yorkville facility.

The convertible loans have restrictions over their sale of the shares if converted unless they are registered because this is an SEC requirement.

Nuburu has filed an S1 to register 40 million such shares, meaning shares can be dumped by the convertible loans note issuers when S1 is approved.

Due to Nuburu’s current technically insolvent state the terms of the debt and convertible debt Nuburu is taking on are very expensive. One tranche of the Indigo debt converts at a 33% VWAP basis.

As for institutional alignment the biggest institutional holder is a Fidelity all share tracker fund with $111,000 out of market cap of $18.5 million.

TwoGoodToDie

You do come out with some odd statements

Non dilutive structures?

Nuburu has more than trebled its share count since start of year from 20.2 million to 73.5 million and it hasn’t issued shares to buy Tekne yet

Wait until Yorkville S1 is effective

TwoGoodToDie

I don't believe that Supply’s structure enables clients to achieve True Sale under IFRS 15 because as Supply have stated the clients can continue to market the goods they have sold to the Stock Companies under bill and hold arrangements to existing clients. That prevents a True Sale. It’s that simple.

TwoGoodToDie

If Supply was the principal it would be recognising the transactions in its accounts.

It’s doesn’t because it’s an agent, not the principal.

Having reviewed a number of securitisation structures during the GFC, I understand them well enough thanks.

TwoGoodToDie

Supply merely acts an agent.

From its clients perspective it has to make a sale to remove the inventory from its balance sheet and record a sale with a corresponding debtor which is then paid by the stock company. Unless the sale qualifies as a True Sale under IFRS 15 then any cash received is merely a loan or cash advance against the inventory not a sale.

Unless it’s a True Sale and a Debtor arises there is no financial asset to derecognise by Supply’s customer.

By the way if there is a formal agreement to repurchase the inventory then it won’t be a True Sale under- Trafigura cited this very point in its audited accounts on such a True Sale transaction.

I suspect you won’t agree but the FRC who had seen Supply accounting advice said they didn’t think Supply’s True Sale was effective.