Nuburu, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

Name of Person(s) Filing Proxy Statement, if other than the Registrant

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 9, 2025

To the Stockholders of Nuburu, Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Nuburu, Inc., a Delaware corporation (the “Company”), to be held at Thrive Workplace Cherry Creek, 201 Milwaukee Street, Unit 200, Denver, CO 80206 on July 9, 2025 at 9:00 a.m., Mountain Time, for the following purposes:

To elect Alessandro Zamboni as a Class III director to hold office until the annual meeting of stockholders to be held in 2028 and until his successor is duly elected and qualified;

To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 250,000,000 shares to 900,000,000 shares;

To authorize the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion;

To approve an amendment to the Company’s Certificate of Incorporation, and authorize the Company’s Board of Directors (the “Board”), to effect one or more reverse stock splits;

To approve, for purposes of complying with the NYSE American listing rules, the issuance of shares of common stock in excess of 19.99% of the Company’s outstanding common stock (the “Share Cap”) in connection with the issuance of convertible notes to Indigo Capital LP;

To approve, for purposes of complying with the NYSE American listing rules, the issuance of shares of common stock in excess of the Share Cap of up to $100 million of securities in connection with a standby equity purchase agreement;

To approve the issuance of up to $100 million of securities in one or more non-public offerings where the maximum discount at which securities may be offered may be equivalent to a discount of up to 30% to the market price of the Company’s common stock;

To approve the issuance of shares upon conversion of certain promissory notes held by an affiliate;

To ratify the selection, by the Audit Committee and the Board, of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

To approve the adjournment of the Annual Meeting from time to time, to a later date or dates, if necessary or appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing proposals, in the event the Company does not receive the requisite stockholder vote to approve such proposals or establish a quorum; and

To transact such other business as may properly come before the Annual Meeting.

The Board has fixed the close of business on June 9, 2025 (the “Record Date”) as the record date for determining the stockholders of the Company entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponements thereof. Please review in detail the proxy statement for a more complete statement of matters to be considered at the Annual Meeting.

We will mail proxy materials on or about June 10, 2025 to our stockholders of record as of the close of business on the Record Date. We are also providing access to our proxy materials over the Internet beginning on or about June 10, 2025.

It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting. You may vote on the internet, by telephone or by completing and mailing a proxy card or the form forwarded by your bank, broker or other holder of record. Voting over the internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. Please review the instructions on the proxy card or the information forwarded by your bank, broker or other holder of record regarding each of these voting options.

Our Board has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and its stockholders. For the reasons set forth in the proxy statement, our board of directors unanimously recommends a vote “FOR” the director nominee listed in Item 1 above and “FOR” each other matter to be considered.

By order of the Board,

/s/ Alessandro Zamboni

Alessandro Zamboni

Executive Chairperson

Denver, Colorado

June 10, 2025

You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, PLEASE VOTE YOUR SHARES IN ADVANCE. You may vote your shares in advance of the Annual Meeting via the internet, by telephone, or by mailing the completed proxy card. Voting instructions are printed on your proxy card.IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THEANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 9, 2025Our proxy statement for the Annual Meeting, Form 10-K and 10-K/A for the year ended December 31, 2024 and proxy card are also available free of charge at www.proxydocs.com/BURU

TABLE OF CONTENTS

7442 S. Tucson Way, Suite 130

Centennial, CO 80112