Nuburu Inc-A美股招股说明书(2026-05-12版)

Up to 60 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 60 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 $11.6 million aggregate gross proceeds, based on the closing sale priceof our Common Stock on the NYSE American as of April 20, 2026, from sales of Common Stock we may elect to make to theSelling Stockholder pursuant to the SEPA on or after the date of this prospectus. See “The Standby Equity Purchase Agreement”for a description 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 11 of this prospectus. Our Common Stock is traded on the NYSE American under the symbol “BURU.” On April 20, 2026, the last quoted sale price forour Common Stock as reported on the NYSE American was $0.2000 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 8 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 May 12, 2026. TABLE OF CONTENTS About This ProspectusCautionary Note Regarding Forward-Looking StatementsThe CompanyThe OfferingRisk FactorsThe Standby Equity Purchase AgreementUse of ProceedsSelling StockholderPlan of DistributionDescription of Securities We Are OfferingLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information By Reference ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and ExchangeCommission (the “SEC”). The registration statement we filed with the SEC includes exhibits that provide more detail of the mattersdiscussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC before making yourinvestment decision. You should rely only on the information provided in this prospectus. In addition, this prospectus containssummaries of certain provisions contained in some of the documents described herein, but reference is made to the actualdocuments for complete information. This prospectus includes important information about us, the securities being offered and other information you shouldknow before investing in our securities. You should not assume that the information contained in this prospectus is accurate on anydate subsequent to the date set forth on the front cover of this prospectus, even though this prospectus is delivered or securities aresold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectuswhen making your investment decision. All of the summaries in this prospectus are qualified in their entirety by the actualdocuments. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference asexhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as describedbelow unde