Nuburu Inc-2025年季度报告

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 PART I – INTERIM FINANCIAL INFORMATION CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), which statements involve substantial risk and uncertainties. Forward-looking statements generally relate to future events or our futurefinancial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,”“will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” •our ability to obtain required financing;•our ability to maintain the listing of our common stock, par value of $0.0001 per share (the "Common Stock") on a securitiesexchange;•our ability to successfully implement key acquisitions;•our success in retaining or recruiting, or changes required in, our officers, key employees, or directors, including the transition to anew management team in the first half of 2025;•our public securities’ potential liquidity and trading;•our ability to implement our announced business plan, including diversifying our assets;•the fact that we have not achieved commercialization and our ability to achieve commercialization in the future;•the outcome of any legal proceedings that may be instituted against us related to the Business Combination;•existing regulations and regulatory developments in the United States and other jurisdictions; Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of thedate hereof. The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerningfuture developments and their potential effects on our business. There can be no assurance that future developments affecting our business will bethose that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our •our ability to obtain financing; •our ability to meet NYSE American’s continued listing standards;•our ability to protect our intellectual property;•whether the market embraces our products and investments;•whether we achieve commercialization in a timely manner; Table of Contents •changes in applicable laws or regulations;•the possibility that we may be adversely affected by economic, business, or competitive factors;•volatility in the markets caused by geopolitical and economic factors; and Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary inmaterial respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward- NUBURU, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE1. BACKGROUND AND ORGANIZATION Nuburu, Inc. (“Nuburu” or the “Company”) was originally incorporated in Delaware on July 21, 2020 under the name Tailwind Acquisition Corp.(“Tailwind”) as a special purpose acquisition company, formed for the purpose of effecting an initial business combination with one or moretarget businesses. On September 9, 2020 (the “IPO Closing Date”), the Company consummated its initial public offering (the “IPO”). On January31, 2023 (the "Closing Date"), the Company consummated a business combination with Nuburu Subsidiary, Inc. f/k/a Nuburu, Inc. (“LegacyNuburu”), a privately held operating company which merged into the Company's subsidiary Compass Merger Sub, Inc. (the “Business Throughout the notes to the condensed consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similarterms refer to Legacy Nuburu prior to the consummation of the Business Combination, and Nuburu and its subsidiaries after the consummation of Going Concern and Liquidity From inception through March 31, 2025, the Company has incurred operating losses and negative cash flows from operating activities. For thethree months ended March 31, 2025 and 2024, the Company has incurred operating losses, including net losses of$14,020,050and$5,705,098,respectively, and the Company has an accumulated deficit of$135,428,605as of March 31, 2025. The operating loss for the three months endedMarch 31, 2025 included $10,398,050of non-cash interest expense recognized on remeasurement of preferred stock liability. For additionalinformation on this interest e