9 August 2022
NUBURU to go public via Tailwind Acquisition
High-power industrial blue laser technology firm NUBURU Inc (which was founded in 2015) and special-purpose acquisition company TWND Corp have announced a definitive agreement that puts NUBURU on the path to becoming a publicly listed company. The combined company named NUBURU Inc will continue to be based in Centennial, CO, USA, led by CEO, co-founder & president Dr Mark Zediker and other key executive leadership, and expects to be traded under the ticker symbol ‘BURU’.
In 2017, NUBURU introduced what it claimed was the first industrial blue laser, starting with the standard AO laser and the extreme-brightness AI laser, which enable gains in speed and quality for metal processing across e-mobility and automotive, energy storage, aerospace and additive manufacturing.
In many industrial applications, critical materials such as copper, gold and aluminium do not absorb much of the infrared wavelengths transmitted by traditional industrial lasers, which leads to lower-quality joints than by using NUBURU’s industrial blue lasers, which leverage a fundamental physical advantage to produce defect-free welds that are up to eight times faster than the traditional approaches — all with the flexibility inherent to laser processing. NUBURU’s blue lasers also address complex situations such as the joining of dissimilar metals.
“As electrification and advances in manufacturing drive growth in our target markets, this capital infusion is intended to provide continued momentum for NUBURU,” says CEO, co-founder & president Dr Mark Zediker. “Looking ahead, we are focused on growing our customer base, expanding our distribution channels, accelerating development of our ultra-high-brightness product family and scaling our manufacturing operations to meet demand globally. Our partnership with TWND is expected to accelerate our expansion plans to allow us to benefit from a position of strength in the public markets,” he adds.
“Our goal at TWND is to partner with a founder-led company that has a large addressable market and is positioned for rapid and sustainable long-term growth based on its technology, innovation and industry leadership,” says TWND’s CEO Chris Hollod. NUBURU’s solutions for metal processing are critical to 3D printing, aerospace, consumer electronics and e-mobility, he adds.
The business combination values NUBURU at a pre-money enterprise value of about $350m, at a price of $10 per common share. The boards of directors of TWND and NUBURU have each unanimously approved the proposed transaction, which is expected to be completed in early 2023, subject to, among other things, the approval by NUBURU’s stockholders and TWND’s stockholders, expiration of certain diligence periods without termination by TWND or Lincoln Park Capital and satisfaction or waiver of other customary closing conditions.
The transaction will result in gross proceeds of up to about $334m to NUBURU (assuming no redemptions from the trust account by the TWND public stockholders and prior to the payment of transaction expenses), together with access to additional financing to help fund its growth initiatives through a funding agreement with Lincoln Park Capital for up to $100m, subject to the closing of the transaction and other conditions set forth in the purchase agreement entered into between TWND, NUBURU and Lincoln Park Capital.
Each holder of Class A common stock of TWND will receive one unlisted share of Series A Preferred Stock of the surviving company upon the closing for each share of TWND Class A common stock held immediately following the closing. The preferred stock is a senior security with a $10 per share liquidation preference, and the preferred shares, at the option of each holder, can be sold to the company for its liquidation value following the second anniversary of the closing. Holders of Class A common stock who elect to redeem their shares will receive $10 plus any applicable interest per share at the closing, but will not receive any Preferred Shares.
“We thoughtfully designed this innovative preferred share structure so that holders of Class A common stock – whether individual or institutional – would be treated equally and would benefit from the ability to receive this additional consideration, rather than making the preferred share available only via a private placement that is not typically accessed by individual investors,” says Hollod.