Nuburu Inc-A 2026年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒As of May 15, 2026, the registrant had 179,020,628 shares of common stock, $0.0001 par value per share, outstanding. TABLE OF CONTENTS PART I – FINANCIAL INFORMATIONCautionary Note Regarding Forward-Looking Statements1Item 1.Unaudited Condensed Consolidated Financial StatementsCondensed Consolidated Balance Sheets3Condensed Consolidated Statements of Operations and Comprehensive Loss4Condensed Consolidated Statements of Convertible Preferred Stock, Tekne Subordinated Convertible Note andStockholders’ Equity (Deficit)5Condensed Consolidated Statements of Cash Flows6Notes to Condensed Consolidated Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations51Item 3.Quantitative and Qualitative Disclosures about Market Risk59Item 4.Controls and Procedures59PART II – OTHER INFORMATION60Item 1.Legal Proceedings60Item 1A.Risk Factors60Item 2.Unregistered Sales of Equity Securities and Use of Proceeds60Item 3.Defaults Upon Senior Securities60Item 4.Mine Safety Disclosures60Item 5.Other Information60Item 6.Exhibits61SIGNATURES63 CAUTIONARY NOTE 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,”“potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, orintentions. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about: •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 obtain required approvals for, close, implement and integrate key acquisitions;•our success in retaining or recruiting, or changes required in, our officers, key employees, or directors;•our public securities’ potential liquidity and trading;•our ability to implement our announced business plan, including diversifying our assets and expanding with international operations;•our ability to repay debt obligations;•the fact that we have not achieved full commercialization and our ability to achieve full commercialization in the future;•the outcome of any legal proceedings that may be instituted against us related to our business or the Business Combination;•existing regulations and regulatory developments in the United States and other jurisdictions, including related to tariff policies andtrade restrictions;•the need to hire additional personnel and our ability to attract and retain such personnel;•our plans and ability to obtain, maintain, enforce, or protect intellectual property rights;•our business, operations and financial performance, including:•expectations with respect to financial