NUBURU Signs Tekne SPA and Initiates Golden Power Filing Process for Majority Acquisition

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NUBURU, Inc., the next-generation dual-use Defense & Security integrated platform company focused on non-kinetic effects and directed-energy technologies, electronic warfare and defense mobility programs, software-orchestrated defense systems, and advanced manufacturing, announced that, on May 26, 2026, NUBURU, NUBURU Defense LLC, Tekne S.p.A. and Tekne’s historical shareholders signed a binding definitive Share Purchase and Investment Agreement (SPA), formalizing NUBURU’s planned acquisition of a controlling 70% ownership stake in Tekne, subject to authorization under Italy’s Golden Power framework.

The signing of the SPA represents a significant milestone in NUBURU’s strategic transformation into an integrated defense and security platform serving modern defense and security, critical infrastructure, and digital-resilience markets. Under the SPA, NUBURU Defense is expected to reach 70% ownership of Tekne through a capital increase, conversion of existing shareholder financing and the purchase of additional shares from Tekne’s historical shareholders, subject to completion of the Golden Power process and other transaction steps contemplated by the SPA. The SPA also includes a revenue-based earn-out component payable to Tekne’s historical shareholders, as summarized below.

NUBURU has already provided approximately €16.692 million of shareholder financing to Tekne, including €13 million funded in January 2026 and an incremental €3.692 million funded in March 2026. Under the SPA, NUBURU Defense has also agreed to provide an additional €1.0 million within two business days after signing and may provide further interim shareholder financing, subject to agreed financial planning, to support Tekne’s operational continuity, industrial execution and turnaround path while the Golden Power process advances.

NUBURU is preparing the Golden Power notification and expects to submit it to the Italian Government within 10 days of the May 26, 2026 signing. NUBURU and Tekne have conducted extensive, constructive discussions with representatives of the Italian Government in advance of filing, with the objective of anticipating national-interest considerations, aligning the industrial plan with Italy’s strategic priorities and reducing regulatory execution risk, while the authorization remains subject to Government review.

Based on Tekne’s business, prepared under applicable Italian domestic GAAP, Tekne projects cumulative 2026-2030 revenue of approximately US$655 million, including a ramp from approximately US$58 million in 2026 to approximately US$231 million in 2030; at NUBURU’s expected 70% ownership, this would represent approximately US$459 million on a pro rata economic ownership basis, subject to closing, Golden Power authorization and Tekne’s achievement of the plan.

Signed SPA Establishes Binding Path Toward Majority Control of Tekne

The signed SPA establishes a structured path for NUBURU to acquire majority ownership and control of Tekne based on a fixed €52 million pre-money valuation of Tekne and a transaction structure comprising:

• Conversion of approximately €17.692 million of shareholder financing into equity, including the existing €16.692 million financing and the €1.0 million advance contemplated by the SPA;
• A cash contribution of up to €12.0 million as part of a €29.692 million capital increase designed to support industrial expansion, operating continuity and long-term platform growth;
• A €5.2 million purchase of additional shares from Tekne’s historical shareholders; and
• A revenue-based earn-out payable to Tekne’s historical shareholders equal to 5% of Tekne annual revenues, as determined under US GAAP, generated from fiscal years 2027 through 2036, capped at €29.692 million.

Taken together, the SPA provides for aggregate potential transaction consideration and investment commitments of up to approximately €64.6 million. Additional details of the SPA, including the full terms and conditions of the earn-out, closing mechanics and other transaction terms, are expected to be described in NUBURU’s Current Report on Form 8-K to be filed with the SEC.

Upon completion of the transaction, NUBURU is expected to hold 70% of Tekne, enabling majority ownership and potential consolidation of Tekne within NUBURU’s expanding Defense & Security platform.

Golden Power Process Advanced Through Pre-Filing Government Engagement

The transaction remains subject to authorization under Italy’s Golden Power framework for strategic defense and national-interest assets. Following the signing of the SPA, NUBURU is advancing the notification package and related industrial plan for submission within 10 days of the May 26, 2026 signing of the SPA.

The filing is expected to be supported by a comprehensive industrial and strategic development plan focused on:

• Preserving and expanding Tekne’s Italian industrial footprint;
• Protecting strategic defense technologies and intellectual property;
• Supporting employment growth and technical capability development in Italy;
• Supporting Tekne’s 2026-2030 business plan, which projects cumulative revenue of approximately US$655 million over the period (Italian domestic GAAP), representing approximately US$459 million on a 70% pro rata economic ownership basis;
• Strengthening Tekne’s role within NATO and allied defense ecosystems; and
• Expanding integrated capabilities across mobility, electronic warfare, counter-drone systems and non-kinetic defense technologies.

Tekne Expected to Become Foundational Asset Within NUBURU Defense Platform

Upon completion, NUBURU expects Tekne to serve as a cornerstone industrial and electronic warfare platform within the Company’s dual-use integrated Defense & Security strategy across NATO-aligned markets.

The combined platform is designed to integrate:

• Electronic Warfare and CEMA capabilities;
• Counter-UAS and counter-drone technologies;
• Tactical mobility and specialized military vehicle systems;
• Directed-energy and non-kinetic defense technologies; and
• AI-driven operational resilience and software orchestration capabilities.
• Platform Scale Expected to Accelerate Revenue Expansion and Industrial Growth

Based on Tekne’s business plan, prepared under Italian domestic GAAP, Tekne projects cumulative 2026-2030 revenue of approximately US$655 million, including a ramp from approximately US$58 million in 2026 to approximately US$231 million in 2030. At NUBURU’s expected 70% ownership, this would represent approximately US$459 million on a pro rata economic ownership basis, subject to closing, Golden Power authorization and Tekne’s achievement of the plan.

The transaction is expected to accelerate NUBURU’s transformation into an integrated operating defense and security platform at scale with enhanced and expanding exposure and access to high-growth defense and security markets.

Key anticipated growth drivers include:

• Expansion of military mobility and special vehicle programs;
• Scaling of electronic warfare and CEMA systems;
• Development of non-kinetic defense applications leveraging NUBURU’s directed-energy technologies;
• Expansion opportunities across NATO and allied markets; and
• Integration with NUBURU’s broader defense ecosystem, including Lyocon, Orbit and the Maddox Defense joint venture.