| FORM 4 | 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940  | 
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
 
 
 (Street) 
 
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2. Issuer Name and Ticker or Trading Symbol
       Nuburu, Inc. [ BURU ]  | 
5. Relationship of Reporting Person(s) to Issuer
       (Check all applicable) 
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3. Date of Earliest Transaction
         (Month/Day/Year) 06/23/2023  | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
         (Month/Day/Year) | 
6. Individual or Joint/Group Filing (Check Applicable Line)
      
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)  | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 7% Convertible Promissory Note due 2026 | $0.688(1)(2) | 06/23/2023 | A(3) | $100,000 | 06/24/2023(1)(2) | 06/23/2026(1)(2) | Common Stock | 145,349(1)(2) | $100,000 | $100,000(1)(2) | D | ||||
| Warrant (right to buy) | $1.03(4) | 06/23/2023 | A(3) | 145,349 | 12/23/2023 | 06/23/2028 | Common Stock | 145,349 | (5) | 145,349 | D | ||||
| Explanation of Responses: | 
| 1. Convertible promissory notes in the aggregate principal amount of $100,000 ("Convertible Notes") were issued on June 23, 2023 pursuant to that certain Note and Warrant Purchase Agreement, dated as of June 12, 2023, by and among Nuburu, Inc. (the "Issuer") and the investors listed on Schedule I thereto (the "Purchase Agreement"). The Convertible Notes and any accrued interest thereon are convertible at the option of the holder at any time following June 23, 2023 prior to repayment of the Convertible Notes into shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") at a conversion price of $0.688 (subject to adjustment pursuant to the terms of the Convertible Notes). Interest accrues on the unpaid principal amount at a rate equal to 7% per annum, but it is not due and payable until the maturity date. | 
| 2. (Continued from Footnote 1) All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Convertible Notes, will be due and payable on the earlier of (i) June 23, 2026, or (ii) following the occurrence of an event of default. | 
| 3. This purchase was exempted pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). | 
| 4. Subject to adjustment pursuant to the terms of the warrants to purchase shares of Common Stock (the "Warrants") issued on June 23, 2023 pursuant to the Purchase Agreement. | 
| 5. The Warrants were issued pursuant to the Purchase Agreement in connection with the purchase of the Convertible Notes as partial consideration for the Convertible Notes. | 
| Remarks: | 
| The Reporting Person may be deemed a director by deputization of the Issuer. The Reporting Person may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act. The Reporting Person disclaims beneficial ownership of the shares of Common Stock owned by the other members of the Section 13(d) group except to the extent of its pecuniary interest therein. | 
| /s/ Debrah Herman, attorney-in-fact for the Reporting Person | 06/27/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||