Nuburu, Inc.

This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy, and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that are in some cases beyond our control and may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•

our ability to obtain required financing;

•

our ability to maintain the listing of our Common Stock on a securities exchange;

•

our ability to successfully implement key acquisitions;

•

our success in retaining or recruiting, or changes required in, our officers, key employees, or directors, including the transition to a new management team in the first half of 2025;

•

our public securities’ potential liquidity and trading;

•

our ability to implement our announced business plan, including diversifying our assets;

•

the fact that we have not achieved commercialization and our ability to achieve commercialization in the future;

•

the outcome of any legal proceedings that may be instituted against us related to our current operations or the Business Combination;

•

•

•

our plans and ability to obtain, maintain, enforce, or protect intellectual property rights;

•

our business, operations and financial performance, including:

•

expectations with respect to financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder;

•

expectations regarding future acquisitions, partnerships, or other relationships with third parties;

•

future business plans and growth opportunities;

•

expectations regarding product development and pipeline;

•

expectations regarding research and development efforts;

•

expectations regarding market size;

•

expectations regarding the competitive landscape; and

•

future capital requirements and sources and uses of cash, including the ability to obtain additional capital in the future.

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors under the heading "Risk Factors" in this prospectus, as well as the following important factors:

•

our ability to obtain financing;

•

our ability to meet NYSE American’s continued listing standards;

•

our ability to protect our intellectual property;

•

whether the market embraces our products and investments;

•

whether we achieve commercialization in a timely manner;

•

•

our ability to retain or recruit key employees;

•

costs related to being a public company;

•

changes in applicable laws or regulations;

•

the possibility that we may be adversely affected by economic, business, or competitive factors;

•

volatility in the markets caused by geopolitical and economic factors; and

•

other risks and uncertainties set forth under the heading “Risk Factors” and elsewhere in this prospectus.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.