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:

  • Preserving and expanding Tekne's Italian industrial footprint across Poggiofiorito, Ortona and Guastalla;
  • Supporting Tekne's exit from financial distress and ensuring its operational and financial continuity, execution of existing customer programs and sustainable growth over the long term;
  • Protecting strategic defense technologies, intellectual property and sensitive information;
  • Strengthening governance, security and compliance safeguards, including the potential use of an Italian acquisition vehicle and dedicated security oversight;
  • Supporting employment growth and technical capability development in Italy;
  • Strengthening Tekne's role within NATO and allied defense ecosystems; and
  • Expanding integrated capabilities across mobility, electronic warfare, CEMA, counter-drone systems, non-kinetic defense technologies and deployable advanced manufacturing.

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:

  • 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, software orchestration and deployable advanced manufacturing capabilities.

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:

  • Conversion of approximately EUR17.692 million of shareholder financing into equity, including the existing EUR16.692 million financing and the EUR1.0 million advance contemplated by the SPA;
  • A cash contribution of up to EUR12.0 million as part of a EUR29.692 million capital increase designed to support industrial expansion, operating continuity and long-term platform growth;
  • A EUR5.2 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 EUR29.692 million.

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.