Nuburu, Inc.

As filed with the Securities and Exchange Commission on August 29, 2025

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

(Exact name of Registrant as specified in its charter)

7442 S Tucson Way, Suite 130

Centennial, CO 80112

Telephone: (720) 767-1400

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Alessandro Zamboni

Executive Chairman

7442 S Tucson Way, Suite 130

Centennial, CO 80112

Telephone: (720) 767-1400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Amy Bowler

Holland & Hart LLP

555 17 th Street, Suite 3200

Denver, CO 80202-3921

Tel: (303) 295-8000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 29, 2025

PRELIMINARY PROSPECTUS

Up to 25,938,157 Shares of Common Stock

This prospectus relates to the offer and sale from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to 25,938,157 shares of common stock, par value $0.0001 per share (“Common Stock”), of Nuburu, Inc. (the “Company”), which consist of:

(i)

up to 20,055,588 shares (the “Indigo Shares”) of Common Stock issuable to Indigo Capital LP (“Indigo Capital”) upon conversion of promissory notes;

(ii)

up to 672,881 shares (the “Brick Lane Shares”) of Common Stock issuable to Brick Lane Capital Management Limited (“Brick Lane”) upon conversion of promissory notes;

(iii)

up to 1,562,500 shares (the “Bomore Shares”) of Common Stock issuable to Bomore Opportunity Group Ltd (“Bomore”) upon conversion of promissory notes;

(iv)

up to 781,250 shares (the “Torcross Shares”) of Common Stock issuable to Torcross Capital LLC (“Torcross”) upon conversion of promissory notes;

(v)

up to 2,405,044 shares (the “Diagonal Shares”) of Common Stock issuable to 1800 Diagonal Lending LLC (“Diagonal”) upon conversion of promissory notes; and

(vi)

up to 460,894 shares (the “Boot Shares”) of Common Stock issuable to Boot Capital LLC (“Boot”) upon conversion of promissory notes.

We are filing the registration statement of which this prospectus is a part, in part, to fulfill contractual obligations to do so pursuant to agreements entered into with the selling stockholders. We will not receive any of the proceeds from the sale of the Common Stock by the selling stockholders. We will pay the expenses associated with the sale of securities pursuant to this prospectus. This prospectus covers any additional securities that may become issuable by reason of stock splits, stock dividends or other similar transactions.

The selling stockholders and their transferees or other successors in interest may offer the shares of Common Stock from time to time in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, at negotiated prices, or in trading markets for our Common Stock. Additional information on the selling stockholders, and the times and manner in which they may offer and sell shares of our Common Stock under this prospectus, is provided under “Selling Stockholders” and “Plan of Distribution” in this prospectus.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Our Common Stock is traded on the NYSE American under the symbol “BURU.” On August 20, 2025, the last quoted sale price for our Common Stock as reported on the NYSE American was $0.1630 per share. We have not listed, nor do we intend to list, our preferred stock on any securities exchange or nationally recognized trading system.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 9 of this prospectus.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [______ ], 2025.

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