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NUBURU Signs Tekne SPA and Initiates Golden Power Filing Process for Majority Acquisition
NUBURU Signs Tekne SPA and Initiates Golden Power Filing Process for Majority
About this update from Nuburu, Inc.
NUBURU, Inc. (NYSE American: BURU), the next-generation dual-use Defense & Security integrated platform company focused on non-kinetic effects and directed-energy technologies, electronic warfare and defense mobility programs, software-orchestrated defense systems, and advanced manufacturing, today announced that, on May 26, 2026, NUBURU, NUBURU Defense LLC, Tekne S.p.A. (“Tekne”) and Tekne’s historical shareholders signed a binding definitive Share Purchase and Investment Agreement (“SPA”), formalizing NUBURU’s planned acquisition of a controlling 70% ownership stake in Tekne, subject to authorization under Italy’s Golden Power framework. The signing of the SPA represents a significant milestone in NUBURU’s strategic transformation into an integrated defense and security platform serving modern defense and security, critical infrastructure, and digital-resilience markets. Under the SPA, NUBURU Defense is expected to reach 70% ownership of Tekne through a capital increase, conversion of existing shareholder financing and the purchase of additional shares from Tekne’s historical shareholders, subject to completion of the Golden Power process and other transaction steps contemplated by the SPA. The SPA also includes a revenue-based earn-out component payable to Tekne’s historical shareholders, as summarized below. NUBURU has already provided approximately €16.692 million of shareholder financing to Tekne, including €13 million funded in January 2026 and an incremental €3.692 million funded in March 2026. Under the SPA, NUBURU Defense has also agreed to provide an additional €1.0 million within two business days after signing and may provide further interim shareholder financing, subject to agreed financial planning, to support Tekne’s operational continuity, industrial execution and turnaround path while the Golden Power process advances. NUBURU is preparing the Golden Power notification and expects to submit it to the Italian Government within 10 days of the May 26, 2026 signing. NUBURU and Tekne have conducted extensive, constructive discussions with representatives of the Italian Government in advance of filing, with the objective of anticipating national-interest considerations, aligning the industrial plan with Italy’s strategic priorities and reducing regulatory execution risk, while the authorization remains subject to Government review. Based on...