The signed SPA establishes a structured path for NUBURU to acquire majority ownership and control of Tekne based on a fixed €52 million pre-money valuation of Tekne and a transaction structure comprising:
Conversion of approximately €17.692 million of shareholder financing into equity, including the existing €16.692 million financing and the €1.0 million advance contemplated by the SPA;
A cash contribution of up to €12.0 million as part of a €29.692 million capital increase designed to support industrial expansion, operating continuity and long-term platform growth;
A €5.2 million purchase of additional shares from Tekne’s historical shareholders; and
A revenue-based earn-out payable to Tekne’s historical shareholders equal to 5% of Tekne annual revenues, as determined under US GAAP, generated from fiscal years 2027 through 2036, capped at €29.692 million.
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