0001209191-23-006161.txt : 20230202 0001209191-23-006161.hdr.sgml : 20230202 20230202151216 ACCESSION NUMBER: 0001209191-23-006161 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230131 FILED AS OF DATE: 20230202 DATE AS OF CHANGE: 20230202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Herman Debrah CENTRAL INDEX KEY: 0001959913 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39489 FILM NUMBER: 23580405 MAIL ADDRESS: STREET 1: 12610 RACE TRACK ROAD STREET 2: SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Haring-Smith Whitney CENTRAL INDEX KEY: 0001846535 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39489 FILM NUMBER: 23580406 MAIL ADDRESS: STREET 1: 12610 RACE TRACT ROAD, SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Anzu Nuburu V LLC CENTRAL INDEX KEY: 0001959879 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39489 FILM NUMBER: 23580410 BUSINESS ADDRESS: STREET 1: 12610 RACE TRACK ROAD STREET 2: SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 BUSINESS PHONE: 813-814-9898 MAIL ADDRESS: STREET 1: 12610 RACE TRACK ROAD STREET 2: SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Anzu Nuburu LLC CENTRAL INDEX KEY: 0001959884 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39489 FILM NUMBER: 23580412 BUSINESS ADDRESS: STREET 1: 12610 RACE TRACK ROAD STREET 2: SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 BUSINESS PHONE: 813-814-9898 MAIL ADDRESS: STREET 1: 12610 RACE TRACK ROAD STREET 2: SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Seldin David CENTRAL INDEX KEY: 0001959900 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39489 FILM NUMBER: 23580414 MAIL ADDRESS: STREET 1: 12610 RACE TRACK ROAD STREET 2: SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: David & Jennifer Michael Family Ltd Partnership CENTRAL INDEX KEY: 0001960188 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39489 FILM NUMBER: 23580407 BUSINESS ADDRESS: STREET 1: 6835 PASEO LAREDO CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 813-814-9898 MAIL ADDRESS: STREET 1: 6835 PASEO LAREDO CITY: LA JOLLA STATE: CA ZIP: 92037 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Anzu Partners LLC CENTRAL INDEX KEY: 0001959972 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39489 FILM NUMBER: 23580413 BUSINESS ADDRESS: STREET 1: 12610 RACE TRACK ROAD STREET 2: SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 BUSINESS PHONE: 813-814-9898 MAIL ADDRESS: STREET 1: 12610 RACE TRACK ROAD STREET 2: SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Anzu Nuburu II LLC CENTRAL INDEX KEY: 0001959974 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39489 FILM NUMBER: 23580411 BUSINESS ADDRESS: STREET 1: 12610 RACE TRACK ROAD STREET 2: SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 BUSINESS PHONE: 813-814-9898 MAIL ADDRESS: STREET 1: 12610 RACE TRACK ROAD STREET 2: SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Anzu Nuburu III LLC CENTRAL INDEX KEY: 0001960024 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39489 FILM NUMBER: 23580409 BUSINESS ADDRESS: STREET 1: 12610 RACE TRACK ROAD STREET 2: SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 BUSINESS PHONE: 813-814-9898 MAIL ADDRESS: STREET 1: 12610 RACE TRACK ROAD STREET 2: SUITE 250 CITY: TAMPA STATE: FL ZIP: 33626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CST Global LLC CENTRAL INDEX KEY: 0001960132 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39489 FILM NUMBER: 23580408 BUSINESS ADDRESS: STREET 1: 6835 PASEO LAREDO CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 813-814-9898 MAIL ADDRESS: STREET 1: 6835 PASEO LAREDO CITY: LA JOLLA STATE: CA ZIP: 92037 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nuburu, Inc. CENTRAL INDEX KEY: 0001814215 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7442 S TUSCON WAY STREET 2: SUITE 130 CITY: CENTENNIAL STATE: CO ZIP: 80112 BUSINESS PHONE: (720) 767-1400 MAIL ADDRESS: STREET 1: 7442 S TUSCON WAY STREET 2: SUITE 130 CITY: CENTENNIAL STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: Tailwind Acquisition Corp. DATE OF NAME CHANGE: 20200604 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-01-31 0 0001814215 Nuburu, Inc. BURU 0001959900 Seldin David 12610 RACE TRACK ROAD, SUITE 250 TAMPA FL 33626 1 0 1 0 0001959972 Anzu Partners LLC 12610 RACE TRACK ROAD, SUITE 250 TAMPA FL 33626 1 0 1 0 0001959884 Anzu Nuburu LLC 12610 RACE TRACK ROAD, SUITE 250 TAMPA FL 33626 1 0 1 0 0001959974 Anzu Nuburu II LLC 12610 RACE TRACK ROAD, SUITE 250 TAMPA FL 33626 1 0 1 0 0001959879 Anzu Nuburu V LLC 12610 RACE TRACK ROAD, SUITE 250 TAMPA FL 33626 1 0 1 0 0001960024 Anzu Nuburu III LLC 12610 RACE TRACK ROAD, SUITE 250 TAMPA FL 33626 1 0 1 0 0001960132 CST Global LLC 12610 RACE TRACK ROAD, SUITE 250 TAMPA FL 33626 1 0 1 0 0001960188 David & Jennifer Michael Family Ltd Partnership 12610 RACE TRACK ROAD, SUITE 250 TAMPA FL 33626 1 0 1 0 0001846535 Haring-Smith Whitney 12610 RACE TRACK ROAD, SUITE 250 TAMPA FL 33626 1 0 1 0 0001959913 Herman Debrah 12610 RACE TRACK ROAD, SUITE 250 TAMPA FL 33626 1 0 1 0 Common Stock 2023-01-31 4 A 0 121411 A 121411 D Common Stock 2023-01-31 4 A 0 381730 A 503141 D Common Stock 2023-01-31 4 A 0 147697 A 147697 D Common Stock 2023-01-31 4 A 0 30305 A 178002 D Common Stock 2023-01-31 4 A 0 4024512 A 4024512 D Common Stock 2023-01-31 4 A 0 1851063 A 1851063 D Common Stock 2023-01-31 4 A 0 1521036 A 1521036 D Common Stock 2023-01-31 4 A 0 10127833 A 10127833 D Common Stock 2023-01-31 4 A 0 24282 A 24282 D Common Stock 2023-01-31 4 A 0 103101 A 103101 D Common Stock 2023-01-31 4 A 0 12141 A 12141 D Series A Preferred Stock 5.00 2023-01-31 4 A 0 121411 A 2023-01-31 Common Stock 242822 121411 D Series A Preferred Stock 5.00 2023-01-31 4 A 0 500000 A 2023-01-31 Common Stock 1000000 500000 D Series A Preferred Stock 5.00 2023-01-31 4 A 0 97409 A 2023-01-31 Common Stock 194818 97409 D Series A Preferred Stock 5.00 2023-01-31 4 A 0 44767 A 2023-01-31 Common Stock 89534 44767 D Series A Preferred Stock 5.00 2023-01-31 4 A 0 36937 A 2023-01-31 Common Stock 73874 36937 D Series A Preferred Stock 5.00 2023-01-31 4 A 0 244414 A 2023-01-31 Common Stock 488828 244414 D Series A Preferred Stock 5.00 2023-01-31 4 A 0 24282 A 2023-01-31 Common Stock 48564 24282 D Series A Preferred Stock 5.00 2023-01-31 4 A 0 12141 A 2023-01-31 Common Stock 24282 12141 D Reflects securities acquried in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Tailwind Acquisition Corp. ("Tailwind"), Compass Merger Sub, Inc., a wholly owned subsidiary of Tailwind ("Merger Sub"), and Nuburu, Inc. ("Nuburu"), pursuant to which, among other things, (i) Nuburu changed its name to "Nuburu Subsidiary, Inc."; (ii) Merger Sub merged with and into Nuburu, with Nuburu as the surviving company and continuing as a wholly owned subsidiary of Tailwind (the "Business Combination") and (iii) Tailwind changed its name to "Nuburu, Inc." (the "Issuer"). These securities are owned directly by David Seldin, who may be deemed a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with each of the other Reporting Persons and Daniel Hirsch. Reflects shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") issued upon consummation of the Business Combination as a result of conversion of the outstanding principal amount and all accrued and unpaid interest on (the "Conversion Amount") certain convertible promissory notes issued by Nuburu (the "Company Notes") that, immediately prior to the consummation of the Business Combination, automatically converted into a number of shares of common stock, par value $0.0001 per share, of Nuburu ("Nuburu Common Stock") that would, upon consummation of the Business Combination pursuant to the Business Combination Agreement, receive a number of shares of Common Stock equal to (x) the Conversion Amount divided by (y) $8.50. Reflects shares of Common Stock issued upon consummation of the Business Combination as a result of net exercise of certain outstanding warrants to purchase Nuburu Common Stock ("Nuburu Warrants"). These securities are owned directly by Anzu Partners LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. Reflects shares of Common Stock issued at the effective time of the Business Combination pursuant to the Business Combination Agreement in exchange for certain outstanding shares of Nuburu Common Stock and preferred stock, par value $0.0001 per share, of Nuburu ("Nuburu Preferred Stock" and, together with Nuburu Common Stock, "Nuburu Equity Securities") pursuant to the Common Stock Exchange Ratio and the Preferred Stock Exchange Ratio (each, as defined in the Business Combination Agreement), respectively. These securities are owned directly by Anzu Nuburu LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. These securities are owned directly by Anzu Nuburu II LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. These securities are owned directly by Anzu Nuburu III LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. These securities are owned directly by Anzu Nuburu V LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. These securities are owned directly by CST Global LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. These securities are owned directly by David & Jennifer Michael Family Ltd Partnership, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. These securities are owned directly by Whitney Haring-Smith, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). The Preferred Stock has no expiration date. Pursuant to the Certificate of Designation and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock. Reflects shares of Preferred Stock that were issued to certain holders of record of Nuburu Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock. Reflects shares of Preferred Stock issued to Anzu Partners LLC upon exercise in full of a warrant issued by Nuburu to Anzu Partners (the "Anzu Partners Warrant"). The Anzu Partners Warrant had a strike price of $0.01 per share of Preferred Stock, became exercisable upon issuance and had an expiration date of December 31, 2024. The Reporting Persons may be deemed members of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. Mr. Seldin and Mr. Haring-Smith are managing partners of Anzu Partners LLC and share voting and dispositive power with respect to the securities held directly by Anzu Partners LLC. Mr. Seldin, Mr. Hirsch and Ms. Herman are managers of each of Anzu Nuburu LLC, Anzu Nuburu II LLC, Anzu Nuburu III LLC and Anzu Nuburu V LLC (collectively, the "Anzu SPVs") and share voting and dispositive power with respect to the securities held directly by the Anzu SPVs. Mr. Hirsch is a director of the Issuer. Each of the Reporting Persons may be deemed a director by deputization of the Issuer. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. /s/ Debrah Herman, attorney-in-fact for each of the Reporting Persons 2023-02-02