Nuburu, Inc. ownership disclosure: Highbridge Capital Management, LLC reports beneficial ownership of 34,919,466 shares of Common Stock, representing 9.9% based on 154,588,426 shares outstanding as of March 26, 2026. The reported position reflects shares issuable upon exercise of warrants (the Reported Warrants), but exercises are subject to a 9.99% Blocker that prevents Highbridge from exercising warrants that would raise its ownership above 9.99%. The filing states Highbridge cannot currently exercise all Reported Warrants due to that blocker.
Positive
None.
Negative
None.
Insights
Highbridge discloses a near-10% economic stake via exercisable warrants.
Highbridge reports 34,919,466 shares attributable on exercise of warrants, equating to 9.9% of 154,588,426 shares outstanding as of March 26, 2026. The filing clarifies the position is tied to warrants and subject to a 9.99% Blocker, which limits immediate conversion.
Cash‑flow treatment and timing of any exercises are not described; holder actions and the Blocker determine future share conversion. Subsequent disclosures would state if and when exercises occur.
Schedule 13G format signals passive reporting of beneficial ownership tied to warrants.
The statement is filed on behalf of Highbridge Funds and notes the shares are issuable upon exercise of the Reported Warrants. The filing includes the CUSIP 67021W400 and cites the 10‑K outstanding share count used for percentage calculation.
The 9.99% Blocker is a binding contractual qualifier referenced verbatim; it constrains exercise rights and the effective beneficial ownership percentage reported.
Key Figures
Beneficially attributable shares:34,919,466 sharesPercent of class:9.9%Shares outstanding used:154,588,426 shares+2 more
5 metrics
Beneficially attributable shares34,919,466 sharesAmount shown on cover page as issuable upon exercise of Reported Warrants
Percent of class9.9%Calculated based on 154,588,426 shares outstanding as of March 26, 2026
Shares outstanding used154,588,426 sharesOutstanding share count from Form 10-K for year ended December 31, 2025
CUSIP67021W400Common Stock CUSIP disclosed on cover page
Blocker threshold9.99%Exercise limitation described as the 9.99% Blocker
Key Terms
Reported Warrants, 9.99% Blocker, Schedule 13G
3 terms
Reported Warrantsfinancial
"The information required by Item 4(a) is set forth in Row 9 ... assumes the exercise of the warrants (the "Reported Warrants")"
9.99% Blockerregulatory
"Pursuant to the terms of the Reported Warrants, the Reporting Person cannot exercise any of the Reported Warrants to the extent the Reporting Person would beneficially own ... more than 9.99% (the "9.99% Blocker")"
Schedule 13Gregulatory
"This statement is filed by Highbridge Capital Management, LLC ... with respect to the common stock ... issuable upon exercise of warrants"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Nuburu, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
67021W400
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
67021W400
1
Names of Reporting Persons
HIGHBRIDGE CAPITAL MANAGEMENT LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
34,919,466.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
34,919,466.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
34,919,466.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Reflects shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of the Reported Warrants (as defined in Item 4(a)). As more fully described in Item 4, the Reported Warrants are subject to the 9.99% Blocker (as defined in Item 4(a)) and the percentage set forth on row (11) gives effect to the 9.99% Blocker. However, rows (5), (7) and (9) show the number of shares of Common Stock that would be issuable upon the full exercise of the Reported Warrants and does not give effect to the 9.99% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the 9.99% Blocker, is less than the number of securities reported on rows (5), (7) and (9).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Nuburu, Inc.
(b)
Address of issuer's principal executive offices:
44 Cook Street, Suite 100, Denver, CO 80206
Item 2.
(a)
Name of person filing:
This statement is filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the common stock, par value $0.0001 per share ("Common Stock"), of Nuburu Inc, a Delaware corporation (the "Issuer") issuable upon exercise of warrants, directly held by the Highbridge Funds;
The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of the Reporting Person is 390 Madison Avenue, 28th Floor, New York, NY 10017.
(c)
Citizenship:
Highbridge is a Delaware limited liability company.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
67021W400
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 154,588,426 shares of Common Stock outstanding as of March 26, 2026, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 31, 2026, and assumes the exercise of the warrants (the "Reported Warrants") held by the Highbridge Funds, subject to the 9.99% Blocker.
Pursuant to the terms of the Reported Warrants, the Reporting Person cannot exercise any of the Reported Warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the "9.99% Blocker") and the percentage set forth in Row (11) of the cover page for the Reporting Person gives effect to the 9.99% Blocker. Consequently, at this time, the Reporting Person is not able to exercise all of such Reported Warrants due to the 9.99% Blocker.
(b)
Percent of class:
9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein. Highbridge Tactical Credit Master Fund, L.P., a Highbridge Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the outstanding Common Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Highbridge report in Nuburu (BURU)?
Highbridge reports beneficial ownership of 34,919,466 shares, equal to 9.9%. This percentage is calculated using 154,588,426 shares outstanding as of March 26, 2026 and assumes exercise of the Reported Warrants subject to the 9.99% Blocker.
Are the reported shares from direct ownership or warrants?
The reported shares are issuable upon exercise of warrants held by Highbridge Funds. The filing states these are the Reported Warrants and that the exercise rights are subject to a 9.99% Blocker, which limits conversion above that threshold.
What is the 9.99% Blocker and how does it affect Highbridge?
The 9.99% Blocker prevents Highbridge from exercising warrants to the extent exercising would increase its beneficial ownership above 9.99%. As a result, Highbridge cannot currently exercise all Reported Warrants and actual ownership after the Blocker is lower than full exercise totals.
Which Highbridge fund holds more than 5% of Nuburu's stock?
Highbridge Tactical Credit Master Fund, L.P. is identified as having the right to receive dividends or proceeds and holds more than 5% of the outstanding Common Stock as reported in the filing.
What outstanding share count was used to compute the percentage?
The percentage uses an aggregate of 154,588,426 shares outstanding as of March 26, 2026, sourced from Nuburu's Annual Report on Form 10‑K for the year ended December 31, 2025, filed March 31, 2026.
