Nuburu delays Q1 2026 10-Q amid multiple transactions

Nuburu, Inc. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and will use the five-calendar-day extension provided by Rule 12b-25.

Rhea-AI Filing Summary

Nuburu, Inc. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and will use the five-calendar-day extension provided by Rule 12b-25. The delay reflects the consummation and complexity of multiple transactions during Q1 2026, including acquisitions, equity and debt arrangements, a public offering and related integrations that have required significant accounting and audit resources.

The company states the Q1 2026 Form 10-Q will reflect these Transactions and that results of operations for the quarter will be significantly positively impacted versus the prior-year quarter; however, Nuburu did not provide a quantitative estimate in this notice.

Insights

Corporate Finance

Delay tied to multiple cross-border acquisitions and financings.

The registrant completed several complex transactions in Q1 2026 — acquisitions of Lyocon S., a controlling interest in Orbit S., investments in Tekne including a €16,692,000 convertible receivable, and a public offering with specified share and warrant counts — which introduce consolidation, valuation and disclosure work for accounting and audit teams.

These items require reconciliations across entities and instruments; subsequent filings should disclose exact contributions to revenue, goodwill, and any purchase-price allocations when the Form 10-Q is filed within the five-day extension.

Accounting & Audit

Audit review workload explains reliance on Rule 12b-25 extension.

Preparing interim financials after acquisitions, convertible instruments, exchanged preferred stock and a best-efforts offering typically requires adjustments for business combinations, fair-value measurement, and technical accounting for convertible receivables and warrants.

Audit procedures and management disclosures (purchase-price allocation, related-party terms, and equity/derivative accounting) appear to be the proximate cause of the extension; expect detailed notes when the 10-Q is filed.

Key Figures

Convertible receivable facility: €16,692,000 Supply@ME bond subscription: €5,250,000 Heckler & Koch AG shares acquired: 295,000 shares +5 more

8 metrics

Convertible receivable facility €16,692,000 Provisioned to Tekne S.p.A. in Q1 2026

Supply@ME bond subscription €5,250,000 Agreement to subscribe and pay for bonds in nominal value

Heckler & Koch AG shares acquired 295,000 shares Purchased in exchange for a subordinated convertible note

Public offering — common stock 11,699,226 shares Best-efforts public offering aggregate amount

Public offering — pre-funded warrants 10,162,680 pre-funded warrants Offered as part of best-efforts public offering

Public offering — purchase warrants 32,792,859 warrants Offered as part of best-efforts public offering

Series A Preferred transferred 844,938 shares Pre-funded warrants issued to Indigo in exchange for Series A Preferred

Initial Tekne stake disclosed 2.9% interest Initial interest in Tekne S.p.A. acquired in Q1 2026

Key Terms

convertible receivable facility, pre-funded warrants, best efforts public offering, Form 12b-25

4 terms

convertible receivable facility financial

"the provision of a €16,692,000 convertible receivable facility to Tekne"

pre-funded warrants market

"pre-funded warrants to purchase up to 10,162,680 shares of Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

best efforts public offering regulatory

"a best efforts public offering of an aggregate of (i) 11,699,226 shares"

A best efforts public offering is a way a company sells new shares or bonds where the broker or bank agrees to try to sell as many securities as possible but does not promise to buy any unsold portion. Think of it like a salesperson taking items on consignment: they will work to sell them, but the seller bears the risk if some remain unsold. For investors, this matters because it can signal weaker demand and greater uncertainty about how many securities will actually be placed and how the price may move.

Form 12b-25 regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Nuburu (BURU) file a Rule 12b-25 notice for Q1 2026?

The company cited the consummation of multiple complex transactions and integration work that required significant accounting and audit resources. These included acquisitions, equity investments, a convertible receivable, a bond subscription, and a public offering, which delayed auditor review.

When does Nuburu expect to file the Q1 2026 Form 10-Q?

Nuburu expects to file the Q1 2026 Form 10-Q within the five-calendar-day extension provided by Rule 12b-25. The notice states the company will use that extension to complete the required audit review and disclosures.

Which material transactions affected Nuburu's ability to file on time?

Transactions listed include acquisitions of Lyocon S. and a controlling interest in Orbit S., an initial 2.9% Tekne stake plus a €16,692,000 convertible receivable, purchase of 295,000 Heckler & Koch AG shares, a bond subscription of €5,250,000, and a public offering with share and warrant components.

Will the Q1 2026 results materially differ from Q1 2025?

The company anticipates significant positive changes in results for Q1 2026 versus Q1 2025 due to the Transactions. Nuburu did not provide quantitative estimates in the notice and said it cannot accurately estimate results before completing the filing.

Does the notice indicate any missed prior filings?

The notice answers affirmatively that all other required periodic reports have been filed for the preceding 12 months. No prior delinquent periodic reports are identified in this Form 12b-25 filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 05:10 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One)		☐  Form 10-K ☐  Form 20-F ☐  Form 11-K ☒  Form 10-Q
		☐  Form 10-D ☐  Form N-CEN ☐  Form N-CSR
		For Period Ended: March 31, 2026
		☐  Transition Report on Form 10-K
		☐  Transition Report on Form 20-F
		☐  Transition Report on Form 11-K
		☐  Transition Report on Form 10-Q
		☐  Transition Report on Form N-SAR
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Nuburu, Inc.

(Full Name of Registrant)

Tailwind Acquisition Corp.

(Former Name if Applicable)

44 Cook Street, Suite 100

(Address of Principal Executive Office (Street and Number))

Denver, CO 80206

(City, State and Zip Code)

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Nuburu, Inc. (the “Company”) has determined that it will not be able to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Q1 2026 Form 10-Q”) within the prescribed time period for such filing without unreasonable effort or expense.

As previously reported by the Company, during the quarter ended March 31, 2026, the Company consummated, among others: (1) the acquisition of all the ownership interests of Lyocon S.r.l. an Italian company; (2) the acquisition of a controlling interest in Orbit S.r.l., an Italian company; (3) the acquisition of an initial 2.9% interest in Tekne S.p.A (“Tekne”), an Italian company, the provision of a €16,692,000 convertible receivable facility to Tekne, which would represent a 32.1% interest in Tekne, and agreements to acquire another 35% interest in Tekne; (4) the acquisition of 295,000 shares of Heckler & Koch AG, which was purchased in exchange for a subordinated convertible note issued to Brick Lane Capital Management Limited; (5) the completion of a contractual joint venture with Maddox Defense Incorporated; (6) an agreement to subscribe and pay for bonds issued by Supply@ME Stock Company 3 S.r.l. in the nominal value of €5,250,000; (7) a best efforts public offering of an aggregate of (i) 11,699,226 shares of common stock of the Company (“Common Stock”), (ii) pre-funded warrants to purchase up to 10,162,680 shares of Common Stock, and (iii) warrants to purchase up to 32,792,859 shares of Common Stock; and (8) the issuance of pre-funded warrants to Indigo Capital LLC (“Indigo”) in exchange for the transfer of 844,938 shares of the Company’s Series A Preferred Stock held by Indigo (collectively, the “Transactions”).

The consummation and complexity of the Transactions and the integration of the businesses acquired required significant resources by the Company and/or its independent registered accounting firm, which has impacted the Company’s ability to compile and prepare all the information necessary for its auditors to timely complete their review of the Q1 2026 Form 10-Q.

The Company expects to file the Q1 2026 Form 10-Q within the 5-calendar day extension period provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Alessandro Zamboni		N/A		(303) 780-7389
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒  Yes ☐  No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒  Yes ☐  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company anticipates that its results of operations for the quarter ended March 31, 2026 will be significantly impacted by the Transactions, resulting in significant positive changes in its results of operations from the quarter ended March 31, 2025. The Q1 2026 Form 10-Q will reflect the Transactions, while the prior period does not. Given the complexity of the Transactions and the Company’s limited staff, the Company is not able to provide an accurate estimate of results at this time, but intends to file its report within the 5-calendar day extension period.

Nuburu, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date		May 18, 2026		By		/s/ Alessandro Zamboni
						Alessandro Zamboni
						Executive Chairman and Co-Chief Executive Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).