| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BURU | Common Stock | Award | +121K | 121K | Jan 31, 2023 | Direct | F1, F2, F3 | |||
| transaction | BURU | Common Stock | Award | +382K | +314.41% | 503K | Jan 31, 2023 | Direct | F1, F2, F4 | ||
| transaction | BURU | Common Stock | Award | +148K | 148K | Jan 31, 2023 | Direct | F1, F4, F5 | |||
| transaction | BURU | Common Stock | Award | +30.3K | +20.52% | 178K | Jan 31, 2023 | Direct | F1, F5, F6 | ||
| transaction | BURU | Common Stock | Award | +4.02M | 4.02M | Jan 31, 2023 | Direct | F1, F6, F7 | |||
| transaction | BURU | Common Stock | Award | +1.85M | 1.85M | Jan 31, 2023 | Direct | F1, F6, F8 | |||
| transaction | BURU | Common Stock | Award | +1.52M | 1.52M | Jan 31, 2023 | Direct | F1, F6, F9 | |||
| transaction | BURU | Common Stock | Award | +10.1M | 10.1M | Jan 31, 2023 | Direct | F1, F6, F10 | |||
| transaction | BURU | Common Stock | Award | +24.3K | 24.3K | Jan 31, 2023 | Direct | F1, F4, F11 | |||
| transaction | BURU | Common Stock | Award | +103K | 103K | Jan 31, 2023 | Direct | F1, F6, F12 | |||
| transaction | BURU | Common Stock | Award | +12.1K | 12.1K | Jan 31, 2023 | Direct | F1, F3, F13 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BURU | Series A Preferred Stock | Award | +121K | 121K | Jan 31, 2023 | Common Stock | 243K | $5.00 | Direct | F1, F2, F14, F15, F16 | |||
| transaction | BURU | Series A Preferred Stock | Award | +500K | 500K | Jan 31, 2023 | Common Stock | 1M | $5.00 | Direct | F1, F5, F14, F15, F17 | |||
| transaction | BURU | Series A Preferred Stock | Award | +97.4K | 97.4K | Jan 31, 2023 | Common Stock | 195K | $5.00 | Direct | F1, F7, F14, F15, F16 | |||
| transaction | BURU | Series A Preferred Stock | Award | +44.8K | 44.8K | Jan 31, 2023 | Common Stock | 89.5K | $5.00 | Direct | F1, F8, F14, F15, F16 | |||
| transaction | BURU | Series A Preferred Stock | Award | +36.9K | 36.9K | Jan 31, 2023 | Common Stock | 73.9K | $5.00 | Direct | F1, F9, F14, F15, F16 | |||
| transaction | BURU | Series A Preferred Stock | Award | +244K | 244K | Jan 31, 2023 | Common Stock | 489K | $5.00 | Direct | F1, F10, F14, F15, F16 | |||
| transaction | BURU | Series A Preferred Stock | Award | +24.3K | 24.3K | Jan 31, 2023 | Common Stock | 48.6K | $5.00 | Direct | F1, F11, F14, F15, F16 | |||
| transaction | BURU | Series A Preferred Stock | Award | +12.1K | 12.1K | Jan 31, 2023 | Common Stock | 24.3K | $5.00 | Direct | F1, F13, F14, F15, F16 |
| Id | Content |
|---|---|
| F1 | Reflects securities acquried in connection with the transactions consummated on January 31, 2023 pursuant to that certain Business Combination Agreement, dated August 5, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Tailwind Acquisition Corp. ("Tailwind"), Compass Merger Sub, Inc., a wholly owned subsidiary of Tailwind ("Merger Sub"), and Nuburu, Inc. ("Nuburu"), pursuant to which, among other things, (i) Nuburu changed its name to "Nuburu Subsidiary, Inc."; (ii) Merger Sub merged with and into Nuburu, with Nuburu as the surviving company and continuing as a wholly owned subsidiary of Tailwind (the "Business Combination") and (iii) Tailwind changed its name to "Nuburu, Inc." (the "Issuer"). |
| F2 | These securities are owned directly by David Seldin, who may be deemed a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with each of the other Reporting Persons and Daniel Hirsch. |
| F3 | Reflects shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") issued upon consummation of the Business Combination as a result of conversion of the outstanding principal amount and all accrued and unpaid interest on (the "Conversion Amount") certain convertible promissory notes issued by Nuburu (the "Company Notes") that, immediately prior to the consummation of the Business Combination, automatically converted into a number of shares of common stock, par value $0.0001 per share, of Nuburu ("Nuburu Common Stock") that would, upon consummation of the Business Combination pursuant to the Business Combination Agreement, receive a number of shares of Common Stock equal to (x) the Conversion Amount divided by (y) $8.50. |
| F4 | Reflects shares of Common Stock issued upon consummation of the Business Combination as a result of net exercise of certain outstanding warrants to purchase Nuburu Common Stock ("Nuburu Warrants"). |
| F5 | These securities are owned directly by Anzu Partners LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| F6 | Reflects shares of Common Stock issued at the effective time of the Business Combination pursuant to the Business Combination Agreement in exchange for certain outstanding shares of Nuburu Common Stock and preferred stock, par value $0.0001 per share, of Nuburu ("Nuburu Preferred Stock" and, together with Nuburu Common Stock, "Nuburu Equity Securities") pursuant to the Common Stock Exchange Ratio and the Preferred Stock Exchange Ratio (each, as defined in the Business Combination Agreement), respectively. |
| F7 | These securities are owned directly by Anzu Nuburu LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| F8 | These securities are owned directly by Anzu Nuburu II LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| F9 | These securities are owned directly by Anzu Nuburu III LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| F10 | These securities are owned directly by Anzu Nuburu V LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| F11 | These securities are owned directly by CST Global LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| F12 | These securities are owned directly by David & Jennifer Michael Family Ltd Partnership, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| F13 | These securities are owned directly by Whitney Haring-Smith, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| F14 | The Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") is convertible into shares of Common Stock at a conversion rate equal to $10.00 (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Preferred Stock outstanding) divided by the lesser of (i) $11.50 and (ii) the greater of (x) 115% of the lowest volume weighted average price per share of Common Stock as displayed under the heading Bloomberg VWAP for any consecutive ninety-trading day period prior to the calculation of such VWAP and (y) $5.00, in each case subject to adjustment as set forth in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"). |
| F15 | The Preferred Stock has no expiration date. Pursuant to the Certificate of Designation and subject to certain limitations detailed therein, on January 31, 2025, the Issuer is required to either redeem the Preferred Stock for cash or convert the Preferred Stock to shares of Common Stock. |
| F16 | Reflects shares of Preferred Stock that were issued to certain holders of record of Nuburu Common Stock as of the close of business on the closing date of the Business Combination, with one share of Preferred Stock issued in respect of each share of Common Stock. |
| F17 | Reflects shares of Preferred Stock issued to Anzu Partners LLC upon exercise in full of a warrant issued by Nuburu to Anzu Partners (the "Anzu Partners Warrant"). The Anzu Partners Warrant had a strike price of $0.01 per share of Preferred Stock, became exercisable upon issuance and had an expiration date of December 31, 2024. |
The Reporting Persons may be deemed members of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. Mr. Seldin and Mr. Haring-Smith are managing partners of Anzu Partners LLC and share voting and dispositive power with respect to the securities held directly by Anzu Partners LLC. Mr. Seldin, Mr. Hirsch and Ms. Herman are managers of each of Anzu Nuburu LLC, Anzu Nuburu II LLC, Anzu Nuburu III LLC and Anzu Nuburu V LLC (collectively, the "Anzu SPVs") and share voting and dispositive power with respect to the securities held directly by the Anzu SPVs. Mr. Hirsch is a director of the Issuer. Each of the Reporting Persons may be deemed a director by deputization of the Issuer. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.