News: Optoelectronics
19 October 2026
NUBURU completes Tekne acquisition, adding $93m defense & dual-use program portfolio
NUBURU Inc of Centennial, CO, USA (a dual-use defense & security integrated platform company) has completed its acquisition of a 70% controlling interest in Tekne S.p.A. through its subsidiary NUBURU Defense LLC. The notarial closing was executed in Italy, following the Italian Government’s Golden Power authorization granted on 5 August. Tekne’s historical shareholders retain the remaining 30%.
NUBURU acquired the additional 67.1% interest for a fixed purchase price of €5.2m, consisting of €1.2m at signing and €4m deferred through March 2027. The transaction also provides for an earn-out capped at €20m, payable in cash beginning in 2028 and calculated at 5% of Tekne’s annual US GAAP revenues, with a guaranteed minimum annual payment of €2m regardless of revenue, within the €20m cap. The transaction also includes the €29.7m waiver of shareholder loans and other receivables, which now become permanent equity of Tekne. The original cash-or-shares option has been eliminated: no NUBURU shares will be issued to pay the earn-out.
In exchange, NUBURU takes control of a defense manufacturer founded in 1990, with about 185 staff across three facilities in Ortona, Poggiofiorito and Guastalla; about $93.1m (€80.6m) of remaining program value on its 14 September production schedule; proven capabilities in electronic warfare, special vehicles and defense mobility; and a customer base spanning defense, civil protection, public safety and industry.
The acquisition closes a 90-day sequence that has reset NUBURU’s foundation: about $16.75m of debt retired in full from the proceeds of the $38m public offering; a second consecutive quarter of positive stockholders’ equity with total assets of $69.12m at 30 June; the Italian Government’s Golden Power authorization on 5 August; the return of BURU to NYSE American on 14 September; and now ownership of the industrial base on which the firm’s Defense & Security platform will be built and delivered to Italian, US, NATO and allied customers.
“We set out to build a vertically integrated defense company, and today we own the stack: directed energy through Lyocon, electronic warfare and vehicles through Tekne, operational resilience software through Orbit, and the factories to build all of it in a NATO member state,” notes executive chairman & co-CEO Alessandro Zamboni. “We agreed to a fixed share purchase price of €5.2m for the additional 67.1% interest in a 36-year-old business with a $93m program portfolio, alongside the agreed recapitalization and cash earn-out. No NUBURU shares will be issued to pay the earn-out. That is the kind of capital allocation our shareholders should expect from us. Golden Power authorization from the Italian Government was a key milestone for this acquisition. Now we execute,” he adds.
“Tekne’s Tactical Bubble electronic warfare capability and its special-vehicle engineering are exactly the industrial layers our platform was designed around,” says Dario Barisoni, co-CEO of NUBURU and CEO of NUBURU Defense. “We can now take a requirement from a NATO or allied customer and answer it with our own laser source, our own vehicle, our own mission software and our own production line. Owning the full stack, inside Europe, is what customers are asking for and what very few suppliers can offer.”
Transaction terms
The revised agreement reduces the maximum aggregate earn-out payable to Tekne’s historical shareholders from €29.692m to €20m — a reduction of €9.692m, or about 32.6%. The earn-out remains calculated as 5% of Tekne’s annual US GAAP revenues for 2027–2036, with a guaranteed minimum annual payment of €2m and no further payments once the €20m cap is reached. Payments are made in cash by 30 June of each year beginning in 2028, replacing the original cash-or-shares option and eliminating earn-out-related share issuance. NUBURU and NUBURU Defense LLC are jointly and severally liable for the earn-out and fixed purchase price, and the earn-out is subject to contractual acceleration provisions.
The fixed purchase price for the additional 67.1% interest is €5.2m, consisting of €1.2m paid at signing and €4m deferred in four equal installments through March 2027. Separately, the holder of the $1.74m NUBURU convertible note issued as consideration for the initial 2.9% stake in Tekne will convert the note into 34,870 shares of NUBURU common stock under the originally agreed fixed-share terms, equivalent to a split-adjusted conversion price of $49.90 per share.
At closing, NUBURU, also on behalf of NUBURU Defense, irrevocably waived about €29.7m of existing shareholder loans and other receivables, converting them into a permanent, non-repayable contribution to Tekne’s equity. The waiver materially strengthens Tekne’s capital base from day one while preserving the 70%/30% ownership structure — NUBURU’s capital is already deployed inside the business rather than sitting as an intercompany receivable.
About $93.1m in remaining program value, with reactivation upside on top
Tekne’s management production schedule dated 14 September, records about $93.1m (€80.6m) of remaining portfolio value across defense, civil protection, public safety and industrial programs. This figure is a preliminary, unaudited management operating measure relating to 100% of Tekne; it includes entries subject to option, framework or activation requirements and is not closing-date signed backlog or a revenue forecast. The US dollar equivalent uses the 14 September ECB reference rate of €1 = $1.1551.
Beyond the recorded portfolio, NUBURU is moving immediately to pursue the reactivation of selected defense-vehicle and mobility programs, including previously withdrawn procurement procedures and terminated supply contracts. These contingent opportunities are excluded from the reported portfolio and are not current awards; any reactivation is subject to the relevant authorities’ decisions and definitive contractual arrangements.
Additional commercial priorities include follow-on special-vehicle programs, electronic warfare and counter-drone applications, and international defense-mobility opportunities, leveraging Tekne’s long-standing customer relationships together with the wider NUBURU group’s partner network.
Full-stack control: lasers, electronic warfare, vehicles and software under one platform
Tekne delivers the electronic warfare and vehicle layers of NUBURU’s modular platform, including its Tactical Bubble capabilities and special-vehicle engineering. NUBURU is combining these with Lyocon’s photonics and laser engineering, Orbit’s operational-resilience software and the group’s deployable-manufacturing initiatives to field mobile counter-drone and electronic warfare systems, command-support nodes and critical-infrastructure protection solutions. Orbit’s separate defense deconfliction module remains under development and institutional validation; integrated mission packages remain subject to technical qualification, customer requirements and applicable approvals.
The platform’s commercial model is built to extend every equipment delivery into multi-year maintenance, software, upgrade and lifecycle-support revenue, layering recurring business on top of new system sales.
Market opportunity and demand signals
MarketsandMarkets forecasts that the global electronic warfare market will grow from $32.35bn in 2026 to $64.66bn by 2031. Grand View Research forecasts that the global anti-drone market will rise from $4.1bn in 2026 to $19.8bn by 2033. These overlapping global market estimates provide context for the segments that NUBURU intends to address; they are not additive and are not forecasts of company revenue.
Demand for interoperable, sovereign and rapidly deployable capability is accelerating across NATO and the European Union, notes NUBURU. NATO’s October 2026 DiBaX26 experimentation is testing resilient communications and the connections between counter-drone sensors, data feeds and effectors. On 12 October, the EU Council gave final approval to the €115m AGILE defense-innovation program to accelerate development and testing. NUBURU believes that this focus on integration and deployment aligns directly with its strategy of combining Tekne’s industrial capabilities with software and photonics.
New leadership for Tekne
Tekne’s new governance structure provides for a three-member board of directors, with two directors designated by NUBURU Defense LLC and one by the historical shareholders, together with minority consent rights over specified reserved matters. General Pietro Serino, former chief of staff of the Italian Army, has been selected to be chairman; his formal appointment remains subject to the required corporate and regulatory approvals, including ANAC approval.
The selected CEO has more than 30 years of experience across Italian institutions and the defense industry, including senior leadership roles in electronic warfare, cyber and spectrum dominance, and mission systems, with international experience across the Middle East, North Africa and Asia-Pacific. The firm expects to announce the CEO’s identity shortly, following the necessary corporate approvals.
Regulatory and financial disclosures
Tekne will maintain its registered office and its defense & security industrial facilities in Italy, in accordance with the applicable Golden Power requirements.
NUBURU reinstated on NYSE American following reverse stock split
NUBURU expands directed-energy platform into law enforcement and public security across USA and NATO
NUBURU’s Tekne acquisition to close in first half of October
NUBURU closes public offering, raising gross proceeds of $38m
