Nuburu, Inc. has completed the acquisition of an additional 67.1% interest in Tekne S.p.A., raising its total ownership to 70%. The deal, finalized on October 15, 2026, involves a fixed purchase price of €5,200,000 and a significant contingent earn-out structure tied to the Italian company's future revenues. Nuburu Defense, LLC, a wholly owned subsidiary of Nuburu, entered into the Tekne Implementation Agreement with Tekne and its existing shareholders, Ambrogio D’Arrezzo, Carlo Ulacco, and Andrea Lodi.
The fixed purchase price of €5,200,000 is payable in installments. €1,200,000 was paid on October 15, 2026, while the remaining €4,000,000 is deferred and payable in four equal installments of €1,000,000 by December 31, 2026, January 31, 2027, February 28, 2027, and March 31, 2027. Nuburu and Nuburu Defense are jointly and severally liable for this payment. As security for the deferred amount, Mr. D’Arrezzo continues to hold a bond with a nominal value equivalent to approximately US$4.2 million, which was originally transferred by S.F.E. Equity Investments SARL on behalf of Nuburu.
Beyond the fixed price, the agreement includes an earn-out of up to €20,000,000 in cash. This amount is calculated as 5% of Tekne’s annual revenues for fiscal years 2027 through 2036, based on financial statements prepared under U.S. generally accepted accounting principles. Payments are subject to a guaranteed annual minimum of €2,000,000, regardless of actual revenue. The earn-out is payable annually by June 30 of the following year, starting in 2028. If the guaranteed minimum is not paid by the deadline, Nuburu must pay it within an additional 60 days; failure to do so allows the existing shareholders to demand the entire remaining unpaid balance within a further 120 days.
This structure represents a reduction from a previously disclosed May 2026 investment agreement that had set the earn-out at €29,692,000. To reflect this change, Nuburu agreed to an irrevocable waiver of €29,694,958.28 payable by Tekne. This waiver includes a €27,693,000 convertible receivable owed to Nuburu by Tekne. The company treated this waiver as a capital contribution to Tekne without any right to repayment or additional shares. This recapitalization does not dilute the existing shareholders or alter the 70/30 ownership split.
The new articles of association for Tekne provide for a three-member board of directors: two directors designated by Nuburu Defense and one by the existing shareholders. The agreement also establishes a six-month consulting engagement for Mr. D’Arrezzo at an annual rate of €120,000, payable monthly at €10,000 per month. He will also receive a sales commission equal to 3% of the value of commercial contracts he originates. Until the earn-out is fully paid, Nuburu and Nuburu Defense are prohibited from outsourcing Tekne’s vehicle and RF frequency-interdiction business services to other group companies or third parties without specific written authorization from the existing shareholders.