$BURU Restructured Transaction (JO:NTUJ) Economics
Under renegotiated terms, NUBURU capped the total performance earn-out at €20 million—a €9.692 million (32.6%) reduction from the previous €29.692 million cap.
Crucially, the updated deal structure eliminates all stock-based earn-out considerations, ensuring future payments are fulfilled entirely in cash to protect shareholders from stock dilution.
Fixed Ownership Cost: NUBURU acquired the additional 67.1% equity stake for a fixed price of €5.2 million (€1.2 million paid at signing, with €4 million deferred in equal installments through March 2027).
Earn-Out Structure: Calculated at 5% of Tekne's annual U.S. GAAP revenues from 2027 to 2036, with a guaranteed annual minimum cash floor of €2 million until reaching the €20 million maximum.
Equity Recapitalization: NUBURU irrevocably waived approximately €29.7 million in shareholder loans and receivables, converting those funds directly into permanent capital on Tekne's balance sheet.
Note Conversion: A $1.74 million convertible note issued during the initial 2.9% stake acquisition will convert into 34,870 shares of NUBURU common stock at a fixed conversion price equivalent to $49.90 per share.
Under renegotiated terms, NUBURU capped the total performance earn-out at €20 million—a €9.692 million (32.6%) reduction from the previous €29.692 million cap.
Crucially, the updated deal structure eliminates all stock-based earn-out considerations, ensuring future payments are fulfilled entirely in cash to protect shareholders from stock dilution.
Fixed Ownership Cost: NUBURU acquired the additional 67.1% equity stake for a fixed price of €5.2 million (€1.2 million paid at signing, with €4 million deferred in equal installments through March 2027).
Earn-Out Structure: Calculated at 5% of Tekne's annual U.S. GAAP revenues from 2027 to 2036, with a guaranteed annual minimum cash floor of €2 million until reaching the €20 million maximum.
Equity Recapitalization: NUBURU irrevocably waived approximately €29.7 million in shareholder loans and receivables, converting those funds directly into permanent capital on Tekne's balance sheet.
Note Conversion: A $1.74 million convertible note issued during the initial 2.9% stake acquisition will convert into 34,870 shares of NUBURU common stock at a fixed conversion price equivalent to $49.90 per share.
