Nuburu Inc-A美股招股说明书(2026-01-06版)

Up to 130 Million Shares of Common Stock This prospectus of Nuburu, Inc., a Delaware corporation (the “Company” or “Nuburu”), relates to the resale by YA II PN, LTD.(the "Selling Stockholder") of up to 130 million shares (“Offered Shares”) of our common stock, par value $0.0001 per share(“Common Stock”). The shares of Common Stock to which this prospectus relates have been or may be issued by us to the Selling Stockholder pursuantto the Standby Equity Purchase Agreement, dated as of May 30, 2025, by and between the Company and the Selling Stockholder(as amended, the “SEPA”). We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Stockby the Selling Stockholder. However, we may receive up to $28.5 million aggregate gross proceeds, based on the closing sale priceof our Common Stock on the NYSE American as of December 8, 2025, from sales of Common Stock we may elect to make to theSelling Stockholder pursuant to the SEPA prior to or after the date of this prospectus. See “The Standby Equity Facility” for adescription of the SEPA and “Selling Stockholder” for additional information regarding the Selling Stockholder. The Selling Stockholder may sell or otherwise dispose of the Common Stock described in this prospectus in a number of differentways and at varying prices. See “Plan of Distribution” for more information about how the Selling Stockholder may sell orotherwise dispose of the Common Stock pursuant to this prospectus. The Selling Stockholder is considered an “underwriter” withinthe meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of Common Stock towhich this prospectus relates by the Selling Stockholder, including legal and accounting fees. See section titled “Plan ofDistribution” beginning on page 85 of 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 December 8, 2025, the last quoted sale pricefor our Common Stock as reported on the NYSE American was $0.2262 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 page 9 of 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 January 6, 2026. TABLE OF CONTENTS PageAbout This ProspectusiiMarket and Industry DataiiTrademarksiiBasis of Presentation and GlossaryiiiCautionary Note Regarding Forward-Looking Statements1Prospectus Summary3The Offering8Risk Factors9The Standby Equity Purchase Agreement27Use of Proceeds32Determination of Offering Price32Market for Common Stock and Dividend Policy32Our Business32Management’s Discussion and Analysis of Financial Condition and Results of Operations41Selling Stockholder61Description of Securities to Be Registered62Properties65Legal Proceedings65Executive Officers, Directors and Director Independence65Executive Compensation68Director Compensation71Security Ownership of Certain Beneficial Owners and Management73Certain Relationships and Related Party Transactions75Plan of Distribution85Legal Matters86Experts86Where You Can Find More Information86Incorporation of Certain Information by Reference86Index 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 Commission(the “SEC”). Under this registration process, the Selling Stockholder may, from time to time, sell the securities described in thisprospectus. We will not receive any proceeds from the sale by the Selling Stockholder of the securities offered in this prospectus. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus formsa part that may contain material information relating to this offering. The prospectus supplement or post-effective amendment mayalso add, update or change information contained in this prospectus. If there is any