Nuburu, Inc.

To the Stockholders and Board of Directors of

Nuburu, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Nuburu, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, consolidated statements of changes in convertible preferred stock and stockholders’ deficit, and consolidated statements of cash flows for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has sustained recurring operating losses and negative cash flows from operating activities. The Company anticipates that it will incur net losses for the foreseeable future and there is no assurance that the Company can raise additional debt or equity financing to support its future operations. All of the aforementioned factors raise substantial doubt about the Company's ability to continue as a going concern. Management's evaluation of the events and conditions and management's plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Equity Method Investment – Initial Measurement and Valuation

Critical Audit Matter Description

As described in Note 4 of the financial statements, the Company entered into an agreement to purchase the ownership interest in Orbit in tranches. Orbit was wholly owned by the Company’s Chief Executive Officer, and therefore the transaction constituted a related‑party transaction under U.S. GAAP. Although the Company’s initial investment represented only a 10.7% ownership interest, the arrangement provided the Company with significant influence over Orbit based on rights and other terms as defined in the purchase agreement. As a result, the investment was accounted for under equity method of accounting.

Accounting for this transaction required management to estimate the fair value of Orbit, as well as the fair value of the consideration transferred, a significant portion of which was in the form of the Company’s preferred stock. The fair value of Orbit was determined using an income approach, while the fair value of the preferred stock obligation was determined using a discounted cash flow methodology. We identified the initial measurement and valuation of the equity method investment as a critical audit matter because the determination of the fair values involved significant judgment and estimation uncertainty, particularly with respect to future cash flow projections, discount rates, and other valuation assumptions. These assumptions are inherently subjective and sensitive to changes in economic and market conditions, and small changes in such assumptions could result in materially different fair‑value measurements.

How We Addressed the Matter in Our Audit

The primary procedures we performed to address the critical audit matter included:

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Obtaining and evaluating the sale, purchase, and investment agreement to understand the terms of the transaction and the Company’s rights and obligations.

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Agreeing the terms of the purchase agreement to underlying supporting documentation, including accounting memoranda and valuation reports prepared by management.

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Utilizing the knowledge, experience and expertise of our internal valuation specialists to execute the planned audit procedures related to the valuations by assessing the reasonableness of the methodologies employed to value Orbit and the Company’s preferred stock.

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Evaluating the reasonableness of management’s assumptions used in projecting future cash flows, including projected revenue, operating margins, and other significant operating assumptions, by comparing them to historical results, approved forecasts, and relevant industry and economic trends.

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Evaluating the adequacy of the related disclosures in the financial statements.

/s/WithumSmith+Brown, PC

We have served as the Company's auditor since 2021.

Irvine, California

March 31, 2026

PCAOB ID Number 100