NUBURU Receives Italian Golden Power Clearance to Acquire 70% of Tekne S.p.A.

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Principal governmental authorization received; Tekne’s Business Plan prepared under the Investment Agreement framework and provided in connection with the Golden Power review contemplates approximately $648.0 million of cumulative planned 2026–2030 value of production under Italian domestic GAAP, while separate updated management materials indicate approximately $108.7 million of normalized residual signed-order value

DENVER--(BUSINESS WIRE)-- NUBURU, Inc. (OTC Pink: BURU), a next-generation dual-use Defense & Security integrated platform company, today announced that the Italian Government has authorized the proposed acquisition by NUBURU Defense LLC of a 70% controlling interest in Tekne S.p.A. ("Tekne") under Italy’s Golden Power framework.

Golden Power is the Italian Government’s authority to review, condition or block the acquisition of companies operating in sectors of national strategic interest, including defense and security. The authorization is the principal governmental clearance required under the binding Share Purchase and Investment Agreement signed on May 26, 2026 among NUBURU, NUBURU Defense LLC, Tekne and Tekne’s historical shareholders. It follows the Golden Power notification submitted on June 5, 2026 and a detailed review process that included supplemental information and engagement with the Italian authorities.

The agreement contemplates closing within 30 calendar days after the Golden Power condition precedent is confirmed as satisfied in accordance with the agreement, subject to the terms of the authorization and completion of the remaining corporate, funding, governance and closing actions contemplated by the agreement and the applicable review mechanisms thereunder. Upon closing, NUBURU expects to own 70% of Tekne, obtain majority control and, subject to final U.S. GAAP accounting assessment, consolidate Tekne’s financial results within the NUBURU group.

"Italy examined this transaction in detail and authorized it. That decision opens the path to majority control of an established defense-industrial company with more than 35 years of heritage, approximately 180 personnel across operations in Ortona, Poggiofiorito and Guastalla and an updated signed order portfolio with approximately $108.7 million of normalized residual value, subject to customary validation. We have raised the capital, retired approximately $16.75 million of principal obligations, continued supporting Tekne’s working capital and have now achieved the principal regulatory milestone. NUBURU moves from regulatory review to closing and integration execution. We believe our Italian industrial strategy can create significant long-term value for shareholders and other key stakeholders," said Alessandro Zamboni, Executive Chairman and Co-CEO of NUBURU.

The Final Path to Closing

NUBURU and the other parties will now progress the corporate resolutions, capital increase, share transfer, governance appointments and documentation required to complete the transaction, while implementing the terms, commitments and any prescriptions applicable under the authorization. NUBURU expects to announce completion of the acquisition separately following closing.

A Business Plan Required by the Investment Agreement and Provided for the Golden Power Review

The Investment Agreement requires Tekne’s 2026–2030 Business Plan to be prepared and approved in accordance with agreed guidelines in time for the Golden Power notification. The plan provided in connection with the Golden Power review is centered on preserving Tekne’s Italian production footprint, protecting strategic technologies and intellectual property, supporting employment and technical capability development, and establishing security and governance controls appropriate for a strategic defense-industrial company. Following closing, NUBURU intends to:

• preserve and expand Tekne’s Italian production footprint and strategic know-how;
• protect sensitive information, defense technologies and Italian intellectual property;
• support industrial continuity, working capital and execution of Tekne’s existing order portfolio;
• develop integrated mobility, electronic-warfare, counter-UAS and non-kinetic mission packages;
• strengthen governance, security, compliance and public-company reporting; and
• expand access to Italian, EU and NATO defense and security markets, in accordance with applicable Golden Power, procurement, qualification and export-control requirements.

"Tekne brings fielded systems, specialized manufacturing, electronic-warfare and CEMA capabilities, defense-mobility expertise and established customer relationships. We have a clear strategy to integrate those capabilities with NUBURU’s photonics, software orchestration and advanced deployable manufacturing to deliver integrated, governed mission solutions for Italian, EU and NATO defense and security markets, in accordance with applicable Golden Power, procurement, qualification, security and export-control requirements. We expect Tekne to become the industrial foundation of NUBURU’s Italy-centered Defense & Security platform. The authorization shifts our work from regulatory process to industrial execution and positions the combined platform to create significant long-term operational and strategic value," said Dario Barisoni, Co-CEO of NUBURU and CEO of NUBURU Defense LLC.

Tekne at a Glance: Established Scale and a Multi-Year Business Plan

Founded in 1990, Tekne is an Italian engineering and manufacturing company whose capabilities span special and military vehicles, defense mobility, electronic warfare and CEMA, tactical communications, counter-UAS applications and civil-security platforms. Unlike a pre-revenue technology concept, Tekne brings operating sites, personnel, customer relationships, fielded systems and an established order portfolio.

• Industrial base: approximately 180 personnel across Tekne’s operations in Ortona, Poggiofiorito and Guastalla, based on current Tekne management materials;
• Order portfolio: an updated signed order portfolio with approximately $108.7 million of normalized residual value, based on Tekne management materials and subject to customary validation, delivery conditions, modification and cancellation risk;
• Five-year scale: Tekne’s May 2026 Business Plan, prepared under the business-plan framework required by the Investment Agreement and provided in connection with the Golden Power review, contemplates approximately $648.0 million of cumulative planned value of production for 2026–2030 under Italian domestic GAAP;
• Strategic capability: more than 35 years of Italian engineering, production and systems-integration experience serving defense, government, emergency-response and industrial applications; and
• Margin profile: management believes the margin characteristics contemplated in Tekne’s plan are broadly in line with those observed across the defense sector; this qualitative comparison is not company-specific margin guidance and does not imply a numerical margin target.

If the acquisition closes and NUBURU obtains control, NUBURU expects, subject to its final accounting assessment, to consolidate Tekne’s results from the acquisition date and separately recognize the 30% non-controlling interest. Management believes this would create a step-change in NUBURU’s operating scale and industrial profile.

Basis of Presentation

The approximately $108.7 million normalized residual signed-order figure is derived from separate, updated and unaudited Tekne management materials. The approximately $648.0 million plan figure is derived from Tekne’s May 2026 Business Plan prepared under the Investment Agreement framework and provided in connection with the Golden Power review. It represents cumulative planned value of production under Italian domestic GAAP, a measure broader than revenue; it is not NUBURU financial guidance and has not been reconciled to U.S. GAAP. The Italian Government’s review and authorization should not be interpreted as validation of the plan or its projections. The qualitative statement regarding margin characteristics is not company-specific margin guidance and does not imply a numerical margin target. None of these statements constitutes historical, acquisition-date or pro forma financial information for NUBURU. Following closing, NUBURU expects to file Tekne’s historical financial statements and the pro forma financial information required by Item 9.01 of Form 8-K within the time permitted by applicable SEC rules. This release does not anticipate or provide those figures. Achievement of the plan remains subject to closing, liquidity and working-capital availability, restructuring, customer schedules, production execution, order changes or cancellations and accounting review. Actual results may differ materially.

Transaction Recap

The binding agreement establishes a structured path to 70% ownership based on a fixed euro-denominated pre-money valuation equivalent to approximately $59.7 million at the reference exchange rate described below. Its principal economic terms include:

• a euro-denominated capital increase equivalent to approximately $34.1 million for a 57.1% interest, funded through conversion of shareholder financing advanced by NUBURU and payment of the remaining cash component;
• NUBURU’s existing 2.9% interest, which together with the capital increase is expected to bring NUBURU’s ownership to 60%;
• a euro-denominated cash purchase equivalent to approximately $6.0 million for an additional 10% interest from Tekne’s historical shareholders, bringing expected ownership to 70%;
• a performance-linked earn-out equal to 5% of Tekne’s annual revenues, determined under U.S. GAAP, for fiscal years 2027 through 2036, capped at a euro-denominated amount equivalent to approximately $34.1 million and payable in cash or NUBURU common stock at NUBURU’s option, subject to the agreement’s terms.

As of July 30, 2026, NUBURU has provided approximately $23.7 million in aggregate shareholder loans to Tekne. The amount eligible for conversion and the remaining cash amount payable at closing will be determined under the agreement’s mechanics and final reconciliation. U.S. dollar translations are approximate, based on the European Central Bank’s July 30, 2026 reference rate of $1.1476 per euro; operative transaction amounts remain euro-denominated.

Capital Deployed and Execution Readiness

The regulatory milestone follows NUBURU’s July 2026 closing of a $38.0 million public offering, before placement-agent fees and offering expenses. Within days of that financing, NUBURU repaid in full approximately $15.5 million of remaining principal under its December 2025 debenture and $1.25 million of Lyocon acquisition notes, eliminating approximately $16.75 million of principal obligations. NUBURU has stated that remaining net proceeds are intended to support the Tekne transaction, acquisition and working-capital requirements and near-term execution of its integrated Defense & Security platform.

Tekne as the Industrial Foundation of NUBURU’s Defense & Security Platform

Following closing, Tekne is expected to become the industrial foundation of NUBURU’s Italy-centered Defense & Security platform, contributing defense mobility, EW/CEMA, industrial scale and defense systems-integration capabilities. Subject to applicable Golden Power prescriptions, approvals and formal implementation, its existing Network Contract with NUBURU Defense is expected to remain an operating framework for joint programs within the controlled group, connecting Tekne’s defense mobility, electronic warfare, CEMA and manufacturing with NUBURU’s photonics, non-kinetic effects, operational-resilience software and deployable manufacturing.

The Golden Power authorization is a regulatory determination under Italian law. It should not be interpreted as an endorsement by the Italian Government of NUBURU, Tekne, the transaction economics, the companies’ projections or any investment in NUBURU securities.

About NUBURU, Inc.

NUBURU, Inc. (OTC Pink: BURU) is a next-generation dual-use Defense & Security integrated platform company delivering software-orchestrated, hardware-enabled capabilities for defense and security, critical-infrastructure and digital-resilience markets. Its platform strategy includes directed-energy and non-kinetic effects, electronic warfare and CEMA, defense mobility, operational-resilience software and advanced deployable manufacturing.

NUBURU is focused on strengthening its capital structure, integrating strategic investments and converting its opportunity pipeline into contractual orders and sustained revenue growth. For more information, please visit www.nuburu.net/investor-relations and follow NUBURU on X at https://x.com/nuburulasers and on LinkedIn at https://www.linkedin.com/company/nuburu.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the interpretation of and compliance with the Golden Power authorization and any prescriptions; the timing and completion of the Tekne transaction; satisfaction of remaining closing steps; the expected ownership, control, consolidation and accounting treatment of Tekne; transaction consideration, shareholder-financing conversion and remaining funding requirements; Tekne’s order portfolio, cumulative value-of-production plan, qualitative margin characteristics, production ramp, customer demand and operating performance; the timing and content of post-closing historical and pro forma financial reporting; integration activities; anticipated strategic and financial benefits; Italian industrial investment, employment and production continuity; and the development, qualification, commercialization or deployment of defense, mobility, electronic-warfare, CEMA, counter-UAS, photonics, software and advanced-manufacturing solutions.

These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including the possibility that prescriptions or commitments under the Golden Power authorization may affect transaction implementation or future operations; failure to complete the transaction within the expected timeframe or at all; the need for additional capital; changes in transaction funding or consideration; differences between expected and final accounting treatment; Tekne’s restructuring, liquidity, working-capital and operational-continuity risks; the possibility that orders may be modified, delayed or cancelled and may not convert into recognized revenue; differences between projections and actual results; customer concentration, government-procurement and program-timing risks; integration and management risks; technical validation, qualification, cybersecurity, safety, export-control and regulatory requirements; OTC-market liquidity and capital-market risks; and other risks described in NUBURU’s filings with the SEC. Readers should not place undue reliance on forward-looking statements, which speak only as of their date. NUBURU undertakes no obligation to update any forward-looking statement except as required by law.

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Investor Relations ir@nuburu.net | Media press@nuburu.net | www.nuburu.net | Source: NUBURU, Inc.

Source: NUBURU, Inc.