NUBURU Files Golden Power Notification for Majority Acquisition of Tekne, Launching Formal Review by the Italian Government
DENVER--( BUSINESS WIRE)--NUBURU, Inc. (NYSE American: BURU), 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, today announced that NUBURU and NUBURU Defense LLC have submitted the Golden Power notification to the Italian Government in connection with NUBURU's planned acquisition of a controlling 70% ownership stake in Tekne S.p.A. ("Tekne").
The filing represents a major execution milestone for NUBURU’s transformation into a next-generation Defense & Security platform company, formally advancing the proposed majority acquisition of Tekne and initiating the Italian Government review process required to complete one of the Company’s most significant strategic transactions to date.
Under the ordinary Golden Power review timetable, the Italian Government generally has a 45-day review period from receipt of a completed notification. The review period and outcome remain subject to the applicable statutory process, including potential information requests, requests for clarifications, suspensions, prescriptions, conditions, commitments or other actions by the competent authorities. Completion of the Tekne transaction remains subject to Golden Power authorization and the other closing steps contemplated by the SPA.
The Golden Power notification filing package includes the definitive SPA, supporting transaction materials and Tekne's 2026-2030 industrial and business plan. NUBURU believes the filing package demonstrates the strategic importance of the transaction for Italian industrial continuity, defense readiness, employment growth, technological development and NATO-aligned security capabilities.
Golden Power Filing Formally Launches Review by the Italian Government of the Planned Acquisition by NUBURU of a Controlling 70% Ownership Stake in Tekne
The notification covers the proposed acquisition by NUBURU Defense LLC, potentially through a newly incorporated Italian acquisition vehicle controlled directly or indirectly by NUBURU, of a 70% ownership stake in Tekne.
As previously announced, the SPA establishes a structured path for NUBURU to acquire majority ownership and control 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.
NUBURU and Tekne have conducted extensive and constructive pre-filing discussions with representatives of the Italian Government, 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 Italian Government review.
Business Plan Deposited with Notification Filing Highlights Scale, Turnaround and Italian Growth
The business plan deposited with the Golden Power notification filing projects Tekne cumulative 2026-2030 revenue/value of production of approximately EUR564.7 million, or approximately US$655 million at an indicative EUR/USD rate of 1.16. At NUBURU's expected 70% ownership, this would represent approximately US$459 million on a pro rata economic ownership basis, subject to Golden Power authorization, transaction completion and Tekne's achievement of the plan.
The plan projects a ramp in Tekne revenue/value of production from approximately EUR49.6 million in 2026 to approximately EUR198.8 million in 2030, driven by existing customer backlog, new order intake, defense electronics, international defense expansion and the expected support of the NUBURU platform.
The deposited business plan also outlines significant employment and technical-capability expansion in Italy to support the targeted ramp in Tekne revenue/value of production, with Tekne’s average workforce projected to increase to approximately 536 full-time employees (FTE) by 2030, supported by production expansion in Abruzzo and Emilia-Romagna and the development of the Centro Tecnologico di Ortona (CTO).
The business plan has been prepared based on Tekne management information and applicable Italian domestic accounting principles. The projected figures may be subject to review or adjustment if presented, reconciled or reported under US GAAP or other accounting standards, and actual results may differ materially from the projections.
Filing Package Designed to Address Italy’s National-Interest Priorities
The notification and the deposited business plan filing clearly demonstrate NUBURU's commitment to preserving Tekne as an Italian strategic industrial asset, avoiding delocalization and strengthening the Company's role as a defense and security platform serving NATO, U.S. and allied markets.
The filing package highlights a comprehensive industrial and strategic development plan focused on:
Tekne Expected to Become Cornerstone Asset Within NUBURU Defense & Security Platform
Upon completion of the transaction, 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:
Transaction Recap
As previously announced, the signed SPA establishes a binding path for NUBURU to acquire majority ownership and control of Tekne based on a fixed EUR52 million pre-money valuation of Tekne and a transaction structure comprising:
Taken together, the SPA provides for aggregate potential transaction consideration and investment commitments of up to approximately EUR64.6 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.
Management Commentary
Alessandro Zamboni, Executive Chairman and Co-CEO of NUBURU, commented:
"The filing of the Golden Power notification is a critical milestone in our path to majority ownership control of Tekne. We have moved from signing the definitive SPA to formally initiating the Italian Government review process, supported by a detailed industrial and strategic plan that is designed to preserve and expand Tekne's Italian footprint, protect strategic technologies and accelerate the expansion of NUBURU’s next-generation Defense & Security platform."
Dario Barisoni, Co-CEO of NUBURU and CEO of NUBURU Defense LLC, added:
"The business plan submitted as part of the filing of the Golden Power notification highlights the scale of the opportunity we see in Tekne. The plan projects approximately US$655 million of cumulative 2026-2030 revenue/value of production, representing approximately US$459 million on a 70% pro rata economic ownership basis, while supporting employment growth, technical capability development and the expansion of strategic defense capabilities in Italy."
About Nuburu, Inc
NUBURU, Inc. (NYSE American: BURU) is the next-generation dual-use Defense and Security integrated platform company. NUBURU delivers advanced and deployable software-orchestrated, hardware-enabled protection for modern defense and security, critical infrastructure, and digital-resilience markets. NUBURU operates as an integrated platform of modular capabilities, each delivering standalone operational and financial value while collectively transforming into a comprehensive defense and security capability, which includes:
NUBURU is focused on the commercial rollout of its leading products and systems and on creating significant value for its shareholders and key stakeholders. NUBURU aims to achieve this by continuing to further strengthen its business and converting its growing opportunity pipeline into contractual orders, with sustained revenue growth and scaling throughout 2026 and over the longer term.
For more information, please visit our website www.nuburu.net and follow us on X https://x.com/nuburulasers.
About Nuburu Defense LLC
A subsidiary of NUBURU, Nuburu Defense delivers advanced deployable solutions, systems and products for defense and security, critical-infrastructure and digital resilience markets, supporting NUBURU’s Defense & Security platform strategy.
For more information on our Acquisitions and Joint Ventures:
About Nuburu Subsidiary, Inc
A subsidiary of NUBURU, Nuburu Subsidiary, Inc. fully owns Lyocon S.r.l. (“Lyocon”), an Italian laser-technology company specializing in the design, manufacturing, and integration of high-power blue-laser systems for industrial applications. Home Page - Lyocon.
Lyocon operates as a fully consolidated operating subsidiary within the NUBURU group and represents the core industrial platform for NUBURU’s reactivated and expanded blue-laser business, while simultaneously positioning the technology for dual-use industrial and defense applications. Lyocon has expanded and enhanced NUBURU’s in-house engineering, assembly, testing, and demonstration capabilities for laser-based and directed-energy systems applicable to both defense and civilian security use cases.
Forward-Looking Statements
This press release contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release may be forward-looking statements, identified by words such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "plan," "seek," "targets," "projects," "could," "would," "continue," "forecast," or their negatives or variations. Forward-looking statements in this press release include, without limitation, statements regarding the proposed Tekne transaction; the filed Golden Power notification and the expected timing, process and outcome of the Italian Government review; potential information requests, clarifications, suspensions, prescriptions, conditions, commitments or other actions by the competent authorities; anticipated ownership, control, potential consolidation and accounting treatment of Tekne; expected transaction economics, capital deployment, earn-out terms and timing; Tekne's business plan, projected 2026-2030 value of production, revenue and related accounting-basis assumptions, NUBURU's estimated 70% pro rata economic ownership exposure to such projected amounts, EBITDA, backlog, new orders, customer demand, production ramp, working-capital needs, financing assumptions and growth drivers; the anticipated industrial plan, integration, strategic benefits and expansion of NUBURU's Defense & Security platform; and the expected filing of a Current Report on Form 8-K describing additional SPA terms. These statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially, including but not limited to: (1) the ability to obtain Golden Power authorization on acceptable terms or at all; (2) the possibility that the Golden Power review may be delayed, suspended, conditioned, subject to prescriptions or not approved; (3) the ability to satisfy the other conditions to closing and complete the proposed Tekne transaction on expected terms or timing; (4) the ability to integrate Tekne, realize anticipated benefits and consolidate operations and financial results as expected; (5) the risk that Tekne's business plan, projected value of production, revenue, including accounting-basis assumptions and potential adjustments if presented or reconciled under US GAAP, projected EBITDA, customer demand, backlog, new order intake, working-capital assumptions, financing assumptions and growth drivers may not be realized or may differ materially from actual results; (6) the risk that assumptions regarding consolidation, accounting treatment and NUBURU's pro rata ownership exposure may differ from final accounting treatment or actual results; (7) the ability to maintain operational continuity, supplier support, customer contracts and financing arrangements at Tekne; (8) the ability to meet applicable securities exchange listing standards; (9) the impact of the loss of the Company's patent portfolio through foreclosure; (10) failure to achieve expectations regarding business development and acquisition strategies; (11) inability to access sufficient capital; (12) changes in applicable laws or regulations; (13) adverse economic, business, competitive, geopolitical or financial market conditions; and (14) other risks detailed in the Company's SEC filings, including its most recent Form 10-K and Form 10-Q. These filings address additional risks that could cause actual results to differ materially from those contemplated by such forward-looking statements. Readers should not place undue reliance on these statements, which speak only as of the date they are made. NUBURU undertakes no obligation to update or revise these statements, except as required by law.