NUBURU announced that it has signed a definitive Share Purchase and Investment Agreement (SPA) with Tekne S.p.A. and its historical shareholders, formalizing a path to acquire a controlling 70% ownership stake in the Italian defense and security company, subject to approval under Italy’s Golden Power regulatory framework.
The agreement marks a major step in NUBURU’s transformation into an integrated defense and security platform focused on directed-energy technologies, electronic warfare, defense mobility programs, software-orchestrated defense systems, and advanced manufacturing capabilities. Through the acquisition, NUBURU aims to strengthen its position across defense, critical infrastructure, and digital resilience markets.
Under the terms of the agreement, NUBURU Defense LLC is expected to obtain a 70% ownership stake in Tekne through a combination of capital increases, conversion of existing shareholder financing, and the purchase of shares from Tekne’s historical shareholders. The transaction remains contingent upon Golden Power authorization and other closing conditions.
NUBURU has already provided approximately €16.692 million in shareholder financing to Tekne, including €13 million in January 2026 and an additional €3.692 million in March 2026. Following the SPA signing, NUBURU Defense has committed to providing another €1 million in funding and may offer additional interim financing to support Tekne’s operations and strategic growth initiatives while regulatory approvals are pending.
The company expects to submit its Golden Power notification to the Italian government within 10 days of signing the agreement. NUBURU said it has engaged in extensive discussions with Italian government representatives ahead of the filing process in an effort to align the transaction with Italy’s strategic industrial and national security priorities.
According to Tekne’s business plan, prepared under Italian domestic GAAP standards, the company projects cumulative revenue of approximately $655 million between 2026 and 2030. At NUBURU’s anticipated 70% ownership level, that would equate to roughly $459 million in pro rata revenue exposure over the period, assuming successful completion of the transaction and achievement of Tekne’s growth projections.
The transaction is based on a fixed €52 million pre-money valuation for Tekne and includes several components:
- Conversion of approximately €17.692 million in shareholder financing into equity.
- A cash contribution of up to €12 million as part of a €29.692 million capital increase.
- A €5.2 million purchase of additional shares from existing shareholders.
- A revenue-based earn-out equal to 5% of Tekne’s annual revenues from fiscal years 2027 through 2036, capped at €29.692 million.
In total, the agreement provides for potential transaction consideration and investment commitments of up to approximately €64.6 million.
Upon completion, NUBURU expects Tekne to become a foundational asset within its defense platform strategy. The combined organization is intended to integrate capabilities spanning electronic warfare, cyber and electromagnetic activities (CEMA), counter-drone technologies, tactical military mobility systems, directed-energy applications, and AI-driven operational resilience platforms.
NUBURU said the acquisition is expected to support the expansion of military mobility programs, electronic warfare systems, non-kinetic defense technologies, and broader opportunities across NATO and allied markets. The company also plans to integrate Tekne with other strategic assets in its growing defense ecosystem, including Lyocon, Orbit, and the Maddox Defense joint venture.
Alessandro Zamboni, Executive Chairman and Co-CEO of NUBURU, emphasized the significance of the agreement, describing it as a transformational milestone that establishes a clear path toward majority ownership of Tekne and accelerates the company’s evolution into a scaled defense and security platform.
Dario Barisoni, Co-CEO of NUBURU and CEO of NUBURU Defense LLC, highlighted Tekne’s strategic value, noting that the company provides a strong industrial foundation across defense mobility, electronic warfare, and mission-critical systems integration while offering significant revenue growth potential based on its long-term business plan.
KEY QUOTES:
“The signing of the definitive SPA is a transformational milestone for NUBURU. We now have a binding agreement that sets out the path to majority control of Tekne, with a clear 70% ownership target, meaningful capital already committed and a defined Golden Power process. The transaction is expected to accelerate NUBURU’s transformation into an integrated operating defense and security platform at scale with enhanced and expanding exposure and access to high-growth defense and security markets.”
Alessandro Zamboni, Executive Chairman and Co-CEO, NUBURU
“Tekne provides NUBURU with a highly strategic industrial foundation spanning defense mobility, electronic warfare and mission-critical systems integration. Based on Tekne’s business plan, Tekne projects cumulative 2026-2030 revenue of approximately US$655 million, representing approximately US$459 million on a 70% pro rata economic ownership basis.”
Dario Barisoni, Co-CEO, NUBURU and CEO, NUBURU Defense LLC
