NUBURU, Inc. Announces Full Year 2022 Financial Results for Tailwind Acquisition Corp.
CENTENNIAL, Colo. – March 8, 2023 – NUBURU Inc. (“NUBURU” or the “Company”) (NYSE American: BURU), a leading innovator in high-power and high-brightness industrial blue laser technology, today announced the financial results for the fiscal year ended December 31, 2022 for the Company, which was then known as Tailwind Acquisition Corp. (“Tailwind”), a special purpose acquisition company.
As previously announced on January 31, 2023, Tailwind and the company then known as NUBURU, Inc. completed their business combination (the “Business Combination”). Following the Business Combination the combined company operates and will disclose its financial results under the “NUBURU, Inc.” name.
Full Year Financial Highlights (Unaudited)
- Net income of $11.1 million for the year ended December 31, 2022 compared to $17.8 million for the year ended December 31, 2021. The reduction in net income is primarily attributed to the year over year decline in fair value of warrant liabilities which was partially offset by the narrowed loss from operations.
- Cash and marketable securities held in Trust Account of $33.0 million as of December 31, 2022 compared to $334.4 million as of December 31, 2021. The reduction in cash and marketable securities held in Trust Account is due to the redemption of 30.2 million shares of Class A common stock for cash at a redemption price of approximately $10.03 per share during the year.
TAILWIND ACQUISITION CORP.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
|
|
|
December 31, |
|
|||||
|
|
|
2022 |
|
|
2021 |
|
||
|
ASSETS |
|
|
|
|
|
|
||
|
Current Assets |
|
|
|
|
|
|
||
|
Cash |
|
$ |
4,749 |
|
|
$ |
479,694 |
|
|
Prepaid
expenses |
|
|
80,875 |
|
|
|
111,667 |
|
|
Total Current
Assets |
|
|
85,624 |
|
|
|
591,361 |
|
|
|
|
|
|
|
|
|
||
|
Cash and
marketable securities held in Trust Account |
|
|
33,034,062 |
|
|
|
334,441,194 |
|
|
TOTAL ASSETS |
|
$ |
33,119,686 |
|
|
$ |
335,032,555 |
|
|
|
|
|
|
|
|
|
||
|
LIABILITIES, CLASS A STOCK SUBJECT TO POSSIBLE REDEMPTION AND
STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
||
|
Current
liabilities |
|
|
|
|
|
|
||
|
Accounts
payable and accrued expenses |
|
$ |
4,992,362 |
|
|
$ |
3,867,106 |
|
|
Accrued
offering costs |
|
― |
|
|
|
109,000 |
|
|
|
Income taxes
payable |
|
|
88,204 |
|
|
― |
|
|
|
Class A common
stock redemption payable |
|
|
29,554,443 |
|
|
― |
|
|
|
Total Current
Liabilities |
|
|
34,635,009 |
|
|
|
3,976,106 |
|
|
|
|
|
|
|
|
|
||
|
Convertible
note - related party |
|
|
600,000 |
|
|
― |
|
|
|
Warrant
liabilities |
|
|
1,848,755 |
|
|
|
13,733,608 |
|
|
Deferred
underwriting fee payable |
|
|
11,697,550 |
|
|
|
11,697,550 |
|
|
Total Liabilities |
|
|
48,781,314 |
|
|
|
29,407,264 |
|
|
|
|
|
|
|
|
|
||
|
Commitments and Contingencies |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
Class A common
stock subject to possible redemption; 500,000,000 shares authorized, 316,188
and 33,421,570 shares issued and outstanding at $10.13 and $10.00 per share
as of December 31, 2022 and 2021; 2,916,653 shares redeemed but unpaid as of
December 31, 2022 |
|
|
3,203,933 |
|
|
|
334,215,700 |
|
|
|
|
|
|
|
|
|
||
|
Stockholders’ Deficit |
|
|
|
|
|
|
||
|
Preferred
Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and
outstanding |
|
|
— |
|
|
|
— |
|
|
Class A common
stock, $0.0001 par value; 500,000,000 shares authorized; no shares issued and
outstanding (excluding 3,232,841 and 33,421,570 shares subject to possible
redemption) as of December 31, 2022 and 2021, respectively |
|
|
— |
|
|
|
— |
|
|
Class B common
stock, $0.0001 par value; 50,000,000 shares authorized; and 8,355,393 shares
issued and outstanding as of December 31, 2022 and 2021 |
|
|
836 |
|
|
|
836 |
|
|
Accumulated
deficit |
|
|
(18,866,397 |
) |
|
|
(28,591,245 |
) |
|
Total Stockholders’ Deficit |
|
|
(18,865,561 |
) |
|
|
(28,590,409 |
) |
|
TOTAL
LIABILITIES, CLASS A STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’
DEFICIT |
|
$ |
33,119,686 |
|
|
$ |
335,032,555 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
|
For the Year Ended
December 31, |
|
|
For the Period
from May 29, 2020 (inception) through December 31, |
|
||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Formation and
operational costs |
|
$ |
1,958,641 |
|
|
$ |
5,572,066 |
|
|
$ |
387,335 |
|
|
Loss from operations |
|
|
(1,958,641 |
) |
|
|
(5,572,066 |
) |
|
|
(387,335 |
) |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Other income
(expense): |
|
|
|
|
|
|
|
|
|
|||
|
Interest earned
on marketable securities held in Trust Account |
|
|
1,573,401 |
|
|
|
120,063 |
|
|
|
105,431 |
|
|
Transaction
costs associated with the Initial Public Offering |
|
|
— |
|
|
|
— |
|
|
|
(715,720 |
) |
|
Change in fair
value of warrant liabilities |
|
|
11,884,853 |
|
|
|
23,241,491 |
|
|
|
(16,902,902 |
) |
|
Total other
income (expense), net |
|
|
13,458,254 |
|
|
|
23,361,554 |
|
|
|
(17,513,191 |
) |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Income before
provision for income taxes |
|
|
11,499,613 |
|
|
|
17,789,488 |
|
|
|
(17,900,526 |
) |
|
Provision for
income taxes |
|
|
(358,204 |
) |
|
|
— |
|
|
|
— |
|
|
Net income (loss) |
|
$ |
11,141,409 |
|
|
$ |
17,789,488 |
|
|
$ |
(17,900,526 |
) |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Weighted
average shares outstanding, Class A common stock |
|
|
24,075,470 |
|
|
|
33,421,570 |
|
|
|
18,333,191 |
|
|
Basic and diluted income (loss) per share, Class A common stock |
|
$ |
0.34 |
|
|
$ |
0.43 |
|
|
$ |
(0.68 |
) |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Weighted
average shares outstanding, Class B common stock |
|
|
8,355,393 |
|
|
|
8,355,393 |
|
|
|
7,969,220 |
|
|
Basic
and diluted net income (loss) per share, Class B common stock |
|
$ |
0.34 |
|
|
$ |
0.43 |
|
|
$ |
(0.68 |
) |
About Nuburu
Founded in 2015, NUBURU is a developer and manufacturer of industrial blue lasers that leverage fundamental physics and their high-brightness, high-power design to produce a faster, higher quality laser than currently available alternatives in materials processing, including laser welding and additive manufacturing of copper, gold, aluminum and other industrially important metals. NUBURU’s industrial blue lasers produce minimal to defect-free welds that are up to eight times faster than the traditional approaches — all with the flexibility inherent to laser processing.
Learn more at NUBURU.net.
Contacts
NUBURU – Media Contact
Brian Knaley
ir@nuburu.net
NUBURU – Investor Relations Contact
Maria Hocut
Maria@blueshirtgroup.com
