Nuburu, Inc.

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. 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 Annual Report on Form 10-K include, but are not limited to, statements about:

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our ability to obtain required financing;

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our ability to maintain the listing of our common stock, par value of $0.0001 per share (the "Common Stock") on a securities exchange;

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our ability to successfully obtain required approvals for, close, implement and integrate key acquisitions;

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our public securities’ potential liquidity and trading;

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our ability to implement our announced business plan, including diversifying our assets and expanding with international operations;

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our ability to repay debt obligations;

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

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

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existing regulations and regulatory developments in the United States and other jurisdictions, including related to tariff policies and trade restrictions;

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

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our business, operations and financial performance, including:

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

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

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future business plans and growth opportunities;

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expectations regarding product development and pipeline;

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expectations regarding research and development efforts;

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expectations regarding market size;

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expectations regarding the competitive landscape;

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

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other statements detailed under the section entitled “Risk Factors” and in other sections of this Annual Report on Form 10-K.

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. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this Annual Report on Form 10-K, could affect our future results, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this Annual Report on Form 10-K:

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our ability to obtain financing;

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our ability to regain compliance with NYSE American’s continued listing standards;

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our ability to protect our intellectual property;

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whether the market embraces our products and investments;

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whether we achieve commercialization in a timely manner;

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our ability to achieve effective internal control over financial reporting, including our ability to remediate identified material weaknesses in internal control over financial reporting successfully and expediently;

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our ability to retain or recruit key employees;

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costs related to being a public company;

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changes in applicable laws or regulations;

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

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

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other risks and uncertainties set forth in the section titled “Risk Factors” and in other sections of this Annual Report on Form 10-K.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Annual Report on Form 10-K are more fully described under the heading “Risk Factors” and elsewhere in this Annual Report on Form 10-K. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this Annual Report on Form 10-K describe additional factors that could adversely affect our business, financial condition, or results of operations. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect our beliefs and opinions, as applicable, on the relevant subject. These statements are based upon information available to us, as applicable, as of the date of this Annual Report on Form 10-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.