Nuburu, Inc.

Item 1A. Risk Factors.

There have been no material changes from t following risk factors supplement the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended (the Amended Form 10-K). If any of the risks discussed in this Item 1A or in our Amended Form 10-K, are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. Defined terms used herein and not otherwise defined are as defined in Part I, Item 1 of this Quarterly Report.

There is no guarantee that our acquisitions of interests in Tekne, SYME or Orbit will close.

The Company has executed the risk factors disclTekne Letter, pursuant to which it intends to acquire a controlling interest in Tekne. The Company is currently negotiating definitive agreements relating to the Tekne acquisition and the Tekne acquisition requires, among other things, approvals by the Italian government and approval of the Companys stockholders prior to closing. There can be no assurance that the Tekne transaction will closed in our Annual Report on Form 10-K f in the expected timeframe or at all.

The Company has entered into a convertible facility with SYME to loan SYME up to $5.15 million in exchange for receiving a controlling interest in SYME. The acquisition of the ownership interest remains subject to receipt of approval from SYME stockholders and certain foreign regulatory approvals and there can be no assurance that the investment will close in the expected timeframe or tat all. 

On October 31, 2025, the year ended Company entered into the Orbit Agreement to purchase all of the ownership interests in Orbit owned by Vanguard in a transaction scheduled to close by December 31, 20246. The Company is required to obtain stockholder approval to issue preferred stock to Vanguard, as amended (the Amended Form 10-K). well as approval of certain preferred stock terms by the NYSE American. As a result, there is no guarantee that the acquisition of Orbit will close in the time frame expected or at all.

In connection with our planned acquisitions, we have made monetary contributions to targeted investment entities and may be unable to recoup those payments.

In connection with our planned acquisitions of ownership interests in certain strategic targets, as of the date of this quarterly report, we have made cash contributions of approximately $8.9 million. To the extent that such acquisitions do not close as anticipated, such entities are required to repay all or part of the funds that we have contributed to them. If any of the rsuch acquisition targets are unable or unwilling to repay such advanced funds, this would have a material adverse effect on our business, financial condition, results of operations and cash flows.

We face a number of risks discussed in our Amended Form 10-K, are realized, our business, financial condirelated to our strategic transactions.

Our Transformation Plan includes periodic acquisitions and divestitures of businesses and technologies. Strategic transactions of this nature involve numerous risks, including the following:

Competition for suitable acquisition or investment targets;

Inability to consummate deals on favorable or acceptable terms, or due to failure to obtain stockholder, government, regulatory or other necessary approvals or satisfy other closing conditions;

Diversion of managements attention from normal daily operations of the business;

Potential difficulties in completing projects associated with in-process research  development;

Difficulties in entering markets in which we have no or limited prior experience and where competitors have stronger market positions;

In the case of foreign acquisitions and investments, the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries;

Inability to successfully integrate the acquired technology, data assets and operations into our business and maintain uniform standards, controls, policies, and procedures;

Inability to realize synergies or anticipated benefits within the expected time frame or at all;

Unidentified issues not discovered in our due diligence process, including product or service quality issues, security policies, standards, and practices, intellectual property issues and legal contingencies;

Inability of an acquisition to further our business strategy as expected or overpay for, or otherwise not realize the expected return on, our investments;

Expected earn-outs may not be achieved in the time frame or at the level expected or at all;

Lack of ability to recognize or capitalize on expected growth, synergies or cost savings;

Insufficient net revenue to offset increased expenses associated with acquisitions;

Potential loss of key employees of the acquired companies;

Difficulty in forecasting revenues and margins;

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Inadequation, results of operatie internal control procedures and disclosure controls to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or poor integration of a target companys or business procedures and controls;

To the extent we use debt to fund acquisitions or for other purposes, our interest expense and leverage will increase significantly, and to the extent we issue equity securities as cons and prospects could be materially andideration in an acquisition, current shareholders percentage ownership and earnings per share will be diluted.

Assumption of unknown liabilities; and

Becoming subject to litigation related to the acquired businesses or assets.

An investment in our Common Stock carries a high degree of risk and stockholders may not be adequately compensated for the business and financial risks associated with an investment in our Common Stock.

A purchase of our Common Stock is subject to a high degree of risk. A purchase of our Common Stock is speculative and requires a long-term commitment, with no certainty of return. Returns generated from the Companys investments may be insufficient to compensate stockholders adversely affected.equately for the business and financial risks that must be assumed. There is no guarantee that the Companys performance will meet any stockholders targeted or projected return. The value of the Companys investments in new businesses may fall, as well as rise, and stockholders may not get back the amount they have invested. 

We may make acquisitions or form joint ventures that are unsuccessful.

Our ability to implement our Transformation Plan is partially dependent on our ability to successfully acquire interests in other companies, which creates substantial risk. In order to pursue a growth by acquisition strategy successfully, we must identify suitable candidates for these transactions; however, because of our limited funds, we may not be able to purchase those companies that we have identified as potential successful acquisition candidates. Additionally, we may have difficulty managing post-closing issues such as the integration into our corporate structure. Integration issues are complex, time consuming and expensive and, without proper planning and implementation, could significantly disrupt our business, including, but not limited to, the diversion of managements attention, the loss of key business and/or personnel from the acquired company, unanticipated events, and legal liabilities. As a result, the consummation of acquisitions or joint ventures may not be successful and, if an acquired business or investment does not perform as expected, it may have an adverse financial impact on the Company.

Related party investments include interests of members of our management that may differ from interests of other investors. 

Our Executive Director and Co-Chief Executive Officers have identified and negotiated investments, option rights, and other control relationships with respect to certain companies and businesses, in certain cases with the goal of allowing the Company to ultimately acquire controlling interests in such entities at the right time and on appropriate terms. The initial investment, option, or control relationship creates a conflict of interest when the Company then invests in such entity or business, as such executives may receive benefits (directly or indirectly) not shared by all stockholders. Notwithstanding these conflicts of interest, the Company believes that having access to strategic transactions sourced by our executives is critical to the Companys future success and anticipates similar transactions in the future. The Company has such related party transactions reviewed and approved by independent directors and the Audit Committee; however, such processes and procedures do not ensure that such investments will be successful or beneficial to stockholders.