Sec Form 13G Filing - Tailwind Sponsor LLC filing for NUBURU INC (BURU) - 2023-12-22

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934 

(Amendment No. 1)*

 

Nuburu, Inc.

(Name of Issuer)

 

Common stock, par value $0.0001 per share

(Title of Class of Securities)

 

67021W 103

(CUSIP Number)

 

January 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ¨ Rule 13d-1(b)
     
  ¨ Rule 13d-1(c)
     
  x Rule 13d-1(d)

 

  * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 67021W 103 13G Page 2

 

1.

Names of Reporting Persons

 

Tailwind Sponsor LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨ (b) ¨

3. SEC Use Only
   
4. Citizenship or Place of Organization
  Delaware
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
   
11.

Percent of Class Represented by Amount in Row (9)

 

0%

12.

Type of Reporting Person (See Instructions)

 

OO

       

 

 

 

CUSIP No. 67021W 103 13G Page 3

 

1.

Names of Reporting Persons

 

Philip Krim

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨ (b) ¨

3. SEC Use Only
   
4.

Citizenship or Place of Organization

 

United States

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
   
11.

Percent of Class Represented by Amount in Row (9)

 

0%

12.

Type of Reporting Person (See Instructions)

 

IN

       

 

 

 

CUSIP No. 67021W 103 13G Page 4

 

Explanatory Note:

 

This Amendment No. 1 to the Schedule 13G (“Amendment No. 1”) relating to Nuburu, Inc., a Delaware corporation formerly known as Tailwind Acquisition Corp. (the “Issuer”), is being filed on behalf of the undersigned to amend the Schedule 13G filed with the Securities and Exchange Commission on February 12, 2021, as amended (the “Schedule 13G”). This Amendment No. 1 is being filed to disclose that the Reporting Persons have ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock of the Issuer. This Amendment No. 1 is the final amendment to the Schedule 13G and constitutes an exit filing for the Reporting Persons.

 

Item 1(a). Name of Issuer
 
Nuburu, Inc.
   
Item 1(b).

Address of the Issuer’s Principal Executive Offices

7442 S Tucson Way, Suite 130

Centennial, CO 80112

   
Item 2(a).

Names of Persons Filing

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

(i) Tailwind Sponsor LLC
(ii) Philip Krim

   
Item 2(b).

Address of the Principal Business Office, or if none, Residence:

 

The address of each of the Reporting Persons is:

 

1545 Courtney Ave
Los Angeles, CA 900469

   
Item 2(c).

Citizenship

 

Tailwind Sponsor LLC is a limited liability company formed in the State of Delaware.

 

The citizenship of Philip Krim is the United States.

   
Item 2(d). Title of Class of Securities
 
Common Stock, par value $0.0001 per share  
   
Item 2(e).

CUSIP Number

 

67021W 103

 

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
  ¨ (a) Broker or dealer registered under Section 15 of the Exchange Act.
     
  ¨ (b) Bank as defined in Section 3(a)(b) or the Exchange Act.
     
  ¨ (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
  ¨ (d) Investment company registered under Section 8 of the Investment Company Act.
     
  ¨ (e) An investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
     
  ¨ (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
     
  ¨ (g) A parent holding company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
     
  ¨ (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     
  ¨ (i) A church plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.
     
  ¨ (j) A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
     
  ¨ (k) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
     
  ¨ Not applicable

 

 

 

 

CUSIP No. 67021W 103 13G Page 5

 

Item 4. Ownership
   
  The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
   
Item 5. Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
   
Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

   
Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

   
Item 8.

Identificatio n and Classification of Members of the Group

 

Not Applicable

   
Item 9.

Notice of Dissolution of Group

 

Not Applicable

   
Item 10.

Certification

 

Not Applicable

 

 

 

 

CUSIP No. 67021W 103 13G Page 6

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

DATE: December 22, 2023 Tailwind Sponsor LLC
   
  By: /s/ Philip Krim
    Name: Philip Krim
    Title: Authorized Signatory

 

  /s/ Philip Krim
  Philip Krim

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

 

 

 

CUSIP No. 67021W 103 13G Page 7

 

EXHIBIT LIST

 

Exhibit 99.1   Joint Filing Agreement, dated as of February 11, 2021, by and among Tailwind Sponsor LLC and Philip Krim (incorporated by reference to Exhibit 99.1 to that certain Schedule 13G filed on February 12, 2021 by the Reporting Persons with the Securities and Exchange Commission).