--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-020462" form_type: "8-K" ticker: "BURU" cik: "0001814215" company_name: "Nuburu, Inc." filed_at: "2023-01-31T23:59:59+00:00" generated_at: "2026-06-20T05:37:37.691375+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Nuburu completes SPAC merger with Tailwind; shares to trade as BURU on NYSE American ## Summary - Business combination closed Jan 31; Nuburu becomes public company; stock starts trading Feb 1 under BURU, warrants under BURU WS. - 2,916,653 Tailwind shares redeemed at ~$10.24 each, totaling ~$29.9M from trust. - Legacy Nuburu issued $4.1M in convertible notes pre-closing (total $11.4M); notes converted into equity at close. - Final exchange ratios: common 0.515; Series A 0.566, A-1 0.599, B 0.831, B-1 0.515, C 1.146. - Unveiled new BL-series compact blue lasers (BL-125, BL-250) at Photonics West. ## SEC filing metadata - accession: 0001193125-23-020462 - form_type: 8-K - ticker: BURU - cik: 0001814215 - company_name: Nuburu, Inc. - filed_at: 2023-01-31T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1814215/000119312523020462/0001193125-23-020462-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1814215/000119312523020462/d317355d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-020462 - JSON: https://secwatch.observer/filing/0001193125-23-020462.json - Plain text: https://secwatch.observer/filing/0001193125-23-020462.txt ## Key facts - Material Agreements Nuburu, Inc. entered into Share Transfer Agreement with Tailwind Sponsor LLC and unaffiliated third party (Purchasing Party) valued at 100,000 shares of Class A common stock acquired; 150,000 shares of common stock transferred as consi (effective 2023-01-25). - Action: entry - Agreement: equity purchase - Counterparty: Tailwind Sponsor LLC and unaffiliated third party (Purchasing Party) - Value: 100,000 shares of Class A common stock acquired; 150,000 shares of common stock transferred as consi - Effective: 2023-01-25 source text: On January 25, 2023, Tailwind Sponsor LLC (the “Sponsor”), the sponsor of Tailwind, entered into an agreement (the “Share Transfer Agreement”) with an unaffiliated third party (the “Purchasing Party”) whereby the Purchasing Party agreed to use commercially reasonable efforts to seek to acquire 100,000 shares of Class A common stock, par value $0.0001 per share, of Tailwind (the “Acquired Shares”) from a third party which had previously submitted an election to redeem for the purposes of the Purchasing Party reversing such election to redeem on or following the date of the agreement. In exchange for the foregoing commitment to acquire and reverse the redemption of the Acquired Shares, the Sponsor agreed to transfer to the Purchasing Party an aggregate of 150,000 shares of common stock of the Company held by the Sponsor immediately following the consummation of the Business Combination (the “Transferred Founder Shares”) if the Purchasing Party continued to hold such Acquired Shares throu evidence_url: https://www.sec.gov/Archives/edgar/data/1814215/000119312523020462/0001193125-23-020462-index.htm - Material Agreements Nuburu, Inc. amended Amended and Restated Sponsor Support and Forfeiture Agreement with Tailwind, Nuburu, and Sponsor (Tailwind Sponsor LLC) valued at Reduction of preferred shares issued to Sponsor from 1,000,000 to 650,000; reduction of common share (effective 2023-01-31). - Action: amendment - Counterparty: Tailwind, Nuburu, and Sponsor (Tailwind Sponsor LLC) - Value: Reduction of preferred shares issued to Sponsor from 1,000,000 to 650,000; reduction of common share - Effective: 2023-01-31 source text: On January 31, 2023, Tailwind, Nuburu and the Sponsor amended and restated that certain Sponsor Support and Forfeiture Agreement, dated August 5, 2022, by and between Tailwind, Nuburu and the Sponsor, as amended by the Amendment to the Sponsor Support and Forfeiture Agreement, dated November 22, 2022 (the “Sponsor Support and Forfeiture Agreement”) (as so amended and restated, the “Amended and Restated Sponsor Support and Forfeiture Agreement”). The Amended and Restated Sponsor Support and Forfeiture Agreement amends the Sponsor Support and Forfeiture Agreement to, among other things, (a) reduce the amount of preferred shares of the Company that are being issued to the Sponsor pursuant to the Preferred Stock Issuance, from 1,000,000 to 650,000 shares and (b) reduce the amount of common shares of the Company that are being retained by the Sponsor in connection with the consummation of the Business Combination from 1,500,000 to 1,000,000. The Amended and Restated Sponsor Support and Forf evidence_url: https://www.sec.gov/Archives/edgar/data/1814215/000119312523020462/0001193125-23-020462-index.htm - Material Agreements Nuburu, Inc. amended Second Amendment to Registration Rights and Lock-Up Agreement with Tailwind and certain other parties (Holders) valued at Amendments to Registration Rights and Lock-Up Agreement including changes to lock-up period for Tran (effective 2023-01-31). - Action: amendment - Counterparty: Tailwind and certain other parties (Holders) - Value: Amendments to Registration Rights and Lock-Up Agreement including changes to lock-up period for Tran - Effective: 2023-01-31 source text: On January 31, 2023, Tailwind and certain other parties entered into an amendment (the “Second Amendment to Registration Rights and Lock-Up Agreement”) to that certain Amended and Restated Registration Rights and Lock-Up Agreement, dated August 5, 2022, by and among Tailwind and the Holders (as defined therein), as previously amended on November 22, 2022 (the “Registration Rights and Lock-Up Agreement”). The Second Amendment to Registration Rights and Lock-Up Agreement amends the original Registration Rights and Lock-Up Agreement to, among other things, (a) amend the parties to the Registration Rights and Lock-Up Agreement, (b) amend the defined term “Lock-Up Period” to specify the lock-up period applicable to the Transferred Founder Shares held by the Purchasing Party, which lasts until the earlier of September 30, 2023 or such date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having evidence_url: https://www.sec.gov/Archives/edgar/data/1814215/000119312523020462/0001193125-23-020462-index.htm - Material Agreements Nuburu, Inc. amended Amended and Restated Letter Agreement with Tailwind, Sponsor, and Insiders (officers and directors) valued at Amendment to lock-up restrictions to permit transfers at price no less than VWAP, with aggregate net (effective 2023-01-31). - Action: amendment - Counterparty: Tailwind, Sponsor, and Insiders (officers and directors) - Value: Amendment to lock-up restrictions to permit transfers at price no less than VWAP, with aggregate net - Effective: 2023-01-31 source text: Tailwind, on the one hand, and the Sponsor and Tailwind’s officers and directors (the “Insiders”), on the other hand, are parties to that certain Letter Agreement, dated as of September 3, 2020, filed as Exhibit 10.4 to Tailwind’s Current Report on Form 8-K filed with the SEC on September 9, 2020, as amended by the Amendment to the Letter Agreement, dated November 22, 2022 (the “Letter Agreement”). In connection with the Business Combination, a form of an amendment to the Letter Agreement to be entered into concurrently with the closing of the Business Combination was agreed upon (the “Form Amendment”). On January 31, 2023, the parties to the Letter Agreement amended and restated the Letter Agreement (the “Amended and Restated Letter Agreement”), which supersedes the Form Amendment. The Amended and Restated Letter Agreement, as compared to the Form Amendment, among other things, amends the specified exceptions to the lock-up restrictions under the Letter Agreement to permit transfers o evidence_url: https://www.sec.gov/Archives/edgar/data/1814215/000119312523020462/0001193125-23-020462-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.