UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
INTRODUCTORY NOTE
On January 31, 2023, Nuburu, Inc., a Delaware corporation f/k/a Tailwind Acquisition Corp. (the “Company”), consummated the previously announced business combination (the “Business Combination”) pursuant to that certain Business Combination Agreement, dated August 5, 2022, by and among the Company, Compass Merger Sub, Inc., and Nuburu Subsidiary, Inc., a Delaware corporation f/k/a Nuburu, Inc. (“Legacy Nuburu”), following approval thereof at a special meeting of Nuburu’s stockholders held on December 27, 2022.
Unless the context requires otherwise, references to “Tailwind” are to the Company prior to the Business Combination.
Item 2.02 Results of Operations and Financial Condition.
On March 8, 2023, the Company issued a press release announcing financial results for Tailwind for the year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8‑K and is incorporated herein by reference.
The information furnished in this Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Nuburu, Inc. |
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Date: |
March 8, 2023 |
By: |
/s/ Brian Knaley |
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Name: Title: |
Brian Knaley |
Exhibit 99.1
NUBURU, Inc. Announces Full Year 2022 Financial Results for Tailwind Acquisition Corp.
CENTENNIAL, Colo. – March 8, 2023 – NUBURU Inc. (“NUBURU” or the “Company”) (NYSE American: BURU), a leading innovator in high-power and high-brightness industrial blue laser technology, today announced the financial results for the fiscal year ended December 31, 2022 for the Company, which was then known as Tailwind Acquisition Corp. ("Tailwind"), a special purpose acquisition company.
As previously announced on January 31, 2023, Tailwind and the company then known as NUBURU, Inc. completed their business combination (the "Business Combination"). Following the Business Combination the combined company operates and will disclose its financial results under the "NUBURU, Inc." name.
Full Year Financial Highlights (Unaudited)
About NUBURU
Founded in 2015, NUBURU is a developer and manufacturer of industrial blue lasers that leverage fundamental physics and their high-brightness, high-power design to produce faster, higher quality welds and parts than current lasers can provide in laser welding and additive manufacturing of copper, gold, aluminum and other industrially important metals. NUBURU’s industrial blue lasers produce minimal to defect-free welds that are up to eight times faster than the traditional approaches — all with the flexibility inherent to laser processing.
TAILWIND ACQUISITION CORP.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
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December 31, |
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2022 |
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2021 |
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ASSETS |
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Current Assets |
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Cash |
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$ |
4,749 |
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$ |
479,694 |
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Prepaid expenses |
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80,875 |
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111,667 |
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Total Current Assets |
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85,624 |
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591,361 |
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Cash and marketable securities held in Trust Account |
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33,034,062 |
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334,441,194 |
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TOTAL ASSETS |
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$ |
33,119,686 |
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$ |
335,032,555 |
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LIABILITIES, CLASS A STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT |
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Current liabilities |
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Accounts payable and accrued expenses |
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$ |
4,992,362 |
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$ |
3,867,106 |
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Accrued offering costs |
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― |
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109,000 |
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Income taxes payable |
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88,204 |
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― |
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Class A common stock redemption payable |
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29,554,443 |
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― |
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Total Current Liabilities |
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34,635,009 |
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3,976,106 |
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Convertible note - related party |
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600,000 |
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Warrant liabilities |
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1,848,755 |
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13,733,608 |
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Deferred underwriting fee payable |
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11,697,550 |
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11,697,550 |
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Total Liabilities |
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48,781,314 |
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29,407,264 |
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Commitments and Contingencies |
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Class A common stock subject to possible redemption; 500,000,000 shares authorized, 316,188 and 33,421,570 shares issued and outstanding at $10.13 and $10.00 per share as of December 31, 2022 and 2021; 2,916,653 shares redeemed but unpaid as of December 31, 2022 |
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3,203,933 |
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334,215,700 |
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Stockholders’ Deficit |
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Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
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— |
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Class A common stock, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding (excluding 3,232,841 and 33,421,570 shares subject to possible redemption) as of December 31, 2022 and 2021, respectively |
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— |
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— |
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Class B common stock, $0.0001 par value; 50,000,000 shares authorized; and 8,355,393 shares issued and outstanding as of December 31, 2022 and 2021 |
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836 |
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836 |
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Accumulated deficit |
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(18,866,397 |
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(28,591,245 |
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Total Stockholders’ Deficit |
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(18,865,561 |
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(28,590,409 |
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TOTAL LIABILITIES, CLASS A STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT |
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$ |
33,119,686 |
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$ |
335,032,555 |
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TAILWIND ACQUISITION CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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For the Year Ended December 31, |
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For the Period from May 29, 2020 (inception) through December 31, |
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2022 |
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2021 |
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2020 |
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Formation and operational costs |
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$ |
1,958,641 |
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$ |
5,572,066 |
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$ |
387,335 |
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Loss from operations |
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(1,958,641 |
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(5,572,066 |
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(387,335 |
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Other income (expense): |
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Interest earned on marketable securities held in Trust Account |
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1,573,401 |
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120,063 |
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105,431 |
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Transaction costs associated with the Initial Public Offering |
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— |
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(715,720 |
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Change in fair value of warrant liabilities |
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11,884,853 |
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23,241,491 |
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(16,902,902 |
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Total other income (expense), net |
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13,458,254 |
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23,361,554 |
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(17,513,191 |
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Income before provision for income taxes |
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11,499,613 |
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17,789,488 |
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(17,900,526 |
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Provision for income taxes |
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(358,204 |
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— |
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Net income (loss) |
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$ |
11,141,409 |
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$ |
17,789,488 |
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$ |
(17,900,526 |
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Weighted average shares outstanding, Class A common stock |
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24,075,470 |
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33,421,570 |
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18,333,191 |
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Basic and diluted income (loss) per share, Class A common stock |
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$ |
0.34 |
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$ |
0.43 |
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$ |
(0.68 |
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Weighted average shares outstanding, Class B common stock |
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8,355,393 |
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8,355,393 |
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7,969,220 |
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Basic and diluted net income (loss) per share, Class B common stock |
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$ |
0.34 |
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$ |
0.43 |
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$ |
(0.68 |
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NUBURU - Media Contact
Brian Knaley
ir@nuburu.net
NUBURU - Investor Relations Contact
Maria Hocut
Maria@blueshirtgroup.com
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