Nuburu Inc-A美股招股说明书(2025-07-31版)

NUBURU, INC. Up to 40,700,408 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling stockholders named in this prospectus (the “SellingStockholders”) of up to 40,700,408 shares of common stock, par value $0.0001 per share (“Common Stock”), of Nuburu, Inc. (the“Company”), which consist of: (i)up to 24,530,928 shares (the “Indigo Shares”) of Common Stock issued or issuable upon the conversion of promissorynotes (the “Indigo Notes”) to Indigo Capital LP (“Indigo Capital”), including (a) a promissory note in the aggregateprincipal amount of $1,578,495 issued on March 3, 2025, (b) a promissory note in the aggregate principal amount of$894,708 issued on March 3, 2025, (c) a promissory note in the aggregate principal amount of $1,421,053 issued onApril 22, 2025, and (d) a promissory note in the aggregate principal amount of $2,108,523 issued on April 22, 2025;(ii)up to 6,086,957 shares of Common Stock (the “SFE EI Shares”) issuable to S.F.E. Equity Investments S.a.r.l. (“SFEEI”);(iii)up to 1,000,000 shares of Common Stock issuable to Phoenix MGMT Consulting LLC (“Phoenix”);(iv)up to 994,917 shares of Common Stock issuable to 1800 Diagonal Lending LLC (“Diagonal”) upon conversion ofpromissory notes;(v)up to 480,636 shares of Common Stock issuable to Boot Capital LLC (“Boot”) upon conversion of promissory notes;and(vi)up to 7,606,970 shares of Common Stock issuable to Brick Lane Capital Management Limited (“Brick Lane”) uponconversion of promissory notes. We are filing the registration statement of which this prospectus is a part, in part, to fulfill contractual obligations to do so pursuantto agreements entered into with the selling stockholders. We will not receive any of the proceeds from the sale of the CommonStock by the selling stockholders. We will pay the expenses associated with the sale of securities pursuant to this prospectus. Thisprospectus covers any additional securities that may become issuable by reason of stock splits, stock dividends or other similartransactions. The selling stockholders and their transferees or other successors in interest may offer the shares of Common Stock from time totime in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at thetime of sale, at negotiated prices, or in trading markets for our Common Stock. Additional information on the selling stockholders,and the times and manner in which they may offer and sell shares of our Common Stock under this prospectus, is provided under“Selling Stockholders” and “Plan of Distribution” in this prospectus. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and are subject to reduced public companyreporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growthcompany.Our Common Stock is traded on the NYSE American under the symbol “BURU.” On July 10, 2025, the last quoted sale price for our Common Stock as reported on the NYSE American was $0.3250 per share. We have not listed, nor do we intend to list, ourpreferred stock on any securities exchange or nationally recognized trading system. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read thediscussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page9of thisprospectus. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto.Wehave not authorized anyone to provide you with different information.Neither the Securities and ExchangeCommission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July 31, 2025. TABLE OF CONTENTS PageAbout This ProspectusiiMarket and Industry DataiiTrademarksiiBasis of Presentation and GlossaryiiiCautionary Note Regarding Forward-Looking Statements1Prospectus Summary3The Offering8Risk Factors9Transactions with Selling Stockholders25Use of Proceeds26Determination of Offering Price26Market for Common Stock and Dividend Policy27Our Business27Management’s Discussion and Analysis of Financial Condition and Results of Operations35Selling Stockholders52Description of Securities to Be Registered53Properties55Legal Proceedings56Executive Officers, Directors and Director Independence56Executive Compensation57Director Compensation60Security Ownership of Certain Beneficial Owners and Management63Certain Relationships and Related Party Transactions65Plan of Distribution75Legal Matters77Experts77Where You Can Find More Information77Index to Financial StatementsF-1 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Comm