--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-025555" form_type: "8-K" ticker: "BURU" cik: "0001814215" company_name: "Nuburu, Inc." filed_at: "2023-02-06T23:59:59+00:00" generated_at: "2026-06-20T00:16:39.598623+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Nuburu completes SPAC merger with Legacy Nuburu; begins trading on NYSE American ## Summary - Merger closed Jan 31, 2023; Legacy Nuburu became wholly owned subsidiary of Nuburu (formerly Tailwind Acquisition Corp.). - Post-merger capitalization: 32,990,092 common shares, 2,843,453 Series A Preferred shares, 16,710,785 warrants at $11.50. - Common stock (BURU) and warrants (BURU WS) started trading on NYSE American on Feb 1, 2023. - Entered $100M equity purchase agreement with Lincoln Park Capital; Company can direct purchases over time. - Exchange ratios: Common 0.515; Series A 0.566; Series A-1 0.599; Series B 0.831; Series B-1 0.515; Series C 1.146. ## SEC filing metadata - accession: 0001193125-23-025555 - form_type: 8-K - ticker: BURU - cik: 0001814215 - company_name: Nuburu, Inc. - filed_at: 2023-02-06T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 3.02, 9.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.05, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1814215/000119312523025555/0001193125-23-025555-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1814215/000119312523025555/d399353d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-025555 - JSON: https://secwatch.observer/filing/0001193125-23-025555.json - Plain text: https://secwatch.observer/filing/0001193125-23-025555.txt ## Key facts - Governance Changes Nuburu, Inc.: Ceased to be a shell company as a result of the Merger. - Change: shell status source text: As a result of the Merger, which fulfilled the definition of a business combination as required by the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Closing, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1814215/000119312523025555/0001193125-23-025555-index.htm - Governance Changes Nuburu, Inc.: Adopted new Code of Business Conduct and Ethics effective January 31, 2023 (effective 2023-01-31). - Change: code of ethics - Effective: 2023-01-31 source text: Following the consummation of the Business Combination, on January 31, 2023, the Board approved and adopted a new Code of Business Conduct and Ethics (the “Code of Conduct”). The Code of Conduct applies to all of the Company’s employees, executive officers and directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1814215/000119312523025555/0001193125-23-025555-index.htm - Governance Changes Nuburu, Inc.: Amended and restated certificate of incorporation effective January 31, 2023 (effective 2023-01-31). - Change: charter amendment - Effective: 2023-01-31 source text: On the Closing Date, in connection with the consummation of the Business Combination, the Company’s certificate of incorporation was amended and restated (as amended, the “Amended and Restated Certificate of Incorporation”). The Amended and Restated Certificate of Incorporation became effective upon filing with the Secretary of State of the State of Delaware on January 31, 2023 and includes the amendments proposed by the Charter Proposals. evidence_url: https://www.sec.gov/Archives/edgar/data/1814215/000119312523025555/0001193125-23-025555-index.htm - M&A Transactions Nuburu, Inc. underwent a change of control involving Nuburu Subsidiary, Inc. f/k/a Nuburu, Inc. ("Legacy Nuburu") (closed 2023-01-31). - Action: change of control - Counterparty: Nuburu Subsidiary, Inc. f/k/a Nuburu, Inc. ("Legacy Nuburu") - Closing: 2023-01-31 source text: On January 31, 2023 (the “Closing Date”), Nuburu, Inc., a Delaware corporation f/k/a Tailwind Acquisition Corp. (“Nuburu,” the “Company,” “we,” “us” or “our”), consummated the previously announced business combination pursuant to that certain Business Combination Agreement, dated August 5, 2022 (the “Business Combination Agreement”), by and among Nuburu, Compass Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Nuburu Subsidiary, Inc., a Delaware corporation f/k/a Nuburu, Inc. (“Legacy Nuburu”), following approval thereof at a special meeting of the Company’s stockholders held on December 27, 2022 (the “Special Meeting”). evidence_url: https://www.sec.gov/Archives/edgar/data/1814215/000119312523025555/0001193125-23-025555-index.htm - Material Agreements Nuburu, Inc. amended Third Amendment to Registration Rights and Lock-Up Agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (effective 2023-01-31). - Action: amendment - Counterparty: Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC - Effective: 2023-01-31 source text: On January 31, 2023, Tailwind and certain other parties entered into an amendment (the “Third 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 the Company and the Holders (as defined therein), as amended by the Amendment to Amended and Restated Registration Rights and Lock-Up Agreement dated November 22, 2022 and the Second Amendment to Amended and Restated Registration Rights and Lock-Up Agreement dated January 31, 2023 (the “Registration Rights and Lock-Up Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/1814215/000119312523025555/0001193125-23-025555-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.