NUBURU, Inc. and HUMBL, Inc. Announce $2 Million Share Exchange Agreement and Strategic Partnership to Accelerate Growth and Shareholder Value
NUBURU, a leading innovator in high-power blue laser technology, and HUMBL, Inc. (OTC: HMBL), a strategic holding company with a growing focus in Brazil, have announced the execution of a $2 million Equity Swap Agreement. This agreement marks the beginning of a strategic partnership aimed at accelerating both companies’ growth strategies while delivering immediate value to their shareholders.
Through this partnership, the two companies plan to leverage each other’s strengths in technology, market presence, and strategic investments. NUBURU brings cutting-edge laser technology that has applications in advanced manufacturing, defense, and security, while HUMBL has positioned itself as a diversified holding company focused on high-growth markets, particularly in Latin America. This collaboration will allow both firms to tap into new revenue streams and create sustainable shareholder value over time.
Transaction Details
Under the terms of the Equity Swap Agreement:
- NUBURU will issue $2 million in common stock to HUMBL, subject to applicable exchange caps, stockholder approval, and registration requirements.
- HUMBL will issue an equivalent amount of Series C Preferred Stock to NUBURU.
Once all necessary stockholder and regulatory approvals are obtained, as well as completion of any applicable registration requirements, it is anticipated that 70% of NUBURU’s shares will be distributed to HUMBL stockholders as a dividend. This mechanism allows HUMBL investors to directly benefit from NUBURU’s growth trajectory while also maintaining HUMBL’s financial interests in NUBURU’s success.
The agreement’s completion is contingent upon meeting all regulatory and shareholder approval conditions, ensuring transparency and compliance with legal and financial regulations. This structure is designed to create a mutually beneficial relationship where both companies align their business strategies for long-term success.
Additionally, the companies have entered into a Master Distribution Agreement, appointing HUMBL as the exclusive distributor of NUBURU’s products in Brazil. This agreement extends to both NUBURU’s existing business operations and its newly launched Defense and Security Portfolio Companies. Furthermore, HUMBL has the potential to expand its exclusivity rights to the entire Latin American region upon achieving specific revenue and market penetration milestones.
This distribution agreement is a critical component of the partnership, as it not only expands NUBURU’s market reach but also strengthens HUMBL’s position in Latin America as a key player in advanced technology distribution.
Strategic Alignment for Accelerated Growth
The partnership is built upon the strategic alignment of two companies undergoing transformation and restructuring to maximize their growth potential. By bringing together expertise in technology, regional market knowledge, and financial structuring, the companies aim to unlock new opportunities that would have been difficult to achieve independently.
According to Thiago Moura, CEO of HUMBL, Inc., “This partnership represents the convergence of two companies with newly transformed business models and leadership teams. NUBURU, under its new management team, is expanding its business within its Defense and Security portfolio into new markets. HUMBL, having divested its Web3 assets and transformed into a Berkshire-inspired holding company in partnership with Ybyra Capital, is now executing a shareholder-centric strategy focused on cross-border strategic partnerships and value creation.”
This statement underscores HUMBL’s shift away from its previous Web3-focused initiatives and toward a more diversified, long-term investment approach. The partnership with NUBURU aligns well with this vision, as it allows HUMBL to leverage its distribution networks and capital investment capabilities to drive growth in Brazil and, potentially, the broader Latin American market.
Similarly, Alessandro Zamboni, Executive Chairman of NUBURU, Inc., emphasized the dual benefits this collaboration provides for NUBURU’s shareholders: “This partnership with HUMBL provides NUBURU shareholders with dual benefits – exclusive distribution in Brazil’s robust market with potential for all of Latin America, and exposure to HUMBL and Ybyra Capital’s extensive regional network. Our entirely new management team is focused on rapid expansion, and this partnership enables us to leverage HUMBL and Ybyra’s established presence in Brazil to accelerate the deployment of our Defense and Security portfolio.”
With this strategic alignment, NUBURU can focus on advancing its high-power blue laser technology while expanding its footprint into Latin America through HUMBL’s established distribution and investment channels.
The Role of Ybyra Capital and Market Expansion
A critical aspect of this partnership is HUMBL’s relationship with Ybyra Capital, a financial firm with a strong presence in Brazil and Latin America. Ybyra Capital brings valuable expertise in market expansion, investment strategies, and regional partnerships, which can significantly enhance the effectiveness of this collaboration.
With Brazil being the largest economy in Latin America and a major player in industrial development, the opportunities for NUBURU’s laser technology in advanced manufacturing, defense applications, and precision engineering are substantial. The alliance builds on NUBURU’s established track record of technological excellence and HUMBL’s revitalized presence in emerging markets, supported by Ybyra Capital’s financial backing and market insights.
Implications for Shareholders and Market Participants
For shareholders, this agreement offers several potential benefits:
- Increased Market Exposure: The partnership provides HUMBL shareholders with direct exposure to NUBURU’s cutting-edge technology, while NUBURU shareholders gain access to the rapidly growing Latin American market.
- Enhanced Value Creation: By leveraging each other’s strengths, both companies can accelerate revenue growth and drive sustainable long-term value.
- Diversified Investment Opportunity: The share exchange agreement diversifies investment risk by creating a bridge between advanced technology innovation and emerging market expansion.
- Dividend Distribution: HUMBL shareholders will receive 70% of the issued NUBURU shares, providing them with an immediate stake in a high-tech, high-growth industry.
Given these factors, the agreement stands as a significant step forward for both companies in their pursuit of strategic growth and global market expansion.
Important Information and Where to Find It
This press release relates to a proposed transaction and does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities. No securities will be sold in any jurisdiction where such actions would be unlawful before completing necessary registration or qualification procedures.
In connection with the transaction, the Company intends to file relevant materials with the Securities and Exchange Commission (SEC), including a proxy statement. This proxy statement will be distributed to all stockholders, who are strongly encouraged to review the document before making any voting or investment decisions.
Stockholders will be able to obtain free copies of the proxy statement and all other related documents filed with the SEC through the SEC’s official website at www.sec.gov or by requesting them directly from the Company.
Participants in the Solicitation
NUBURU and its directors and executive officers may be deemed participants in the solicitation of proxies from stockholders regarding the proposed transaction. A list of the names of these directors and officers, along with information on their interests and securities ownership, is available in the Company’s filings with the SEC.
By ensuring regulatory compliance and transparency, NUBURU and HUMBL seek to create an investment framework that benefits shareholders and stakeholders alike.
The $2 million share exchange agreement and strategic partnership between NUBURU and HUMBL mark an important milestone for both companies. By combining advanced technology with strategic market positioning in Brazil and Latin America, the collaboration sets the stage for accelerated growth, expanded market reach, and long-term shareholder value creation.
As the partnership progresses, investors and stakeholders will be watching closely to see how this alliance shapes the future of both firms in their respective industries.
