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                                                            July 25, 2024

Brian Knaley
Chief Executive Officer
Nuburu, Inc.
7442 S. Tucson Way
Suite 130
Centennial, CO 80112

       Re: Nuburu, Inc.
           Form 10-K for Fiscal Year Ended December 31, 2023
           File No. 001-39489
Dear Brian Knaley:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2023
Report of Independent Registered Public Accounting Firm, page F-2

1.     We note the following in the Going Concern paragraph of the auditors
report:
           The reference to substantial doubt appears to imply only    the
Company has stated
           and determined substantial doubt exists; and
           The last sentence does not appear to comply with PCAOB Auditing
Standard 2415.
       Based on the auditors' report, it is not clear that the auditor
concluded substantial doubt
       exists about the Company's ability to continue as a going concern and it
is not clear why
       the last sentence was included or what it is meant to convey. Refer to
PCAOB Auditing
       Standard 2415 and have your auditor advise or revise their report, as
necessary.
 July 25, 2024
Page 2
2.     We note in the fourth paragraph of the auditors' report your auditor
states they conducted
       their audits    in accordance with standards of the PCAOB and in
accordance with auditing
       standards generally accepted in the United States of America   . Since
your auditor is
       required to conduct their audits of your financial statements in
accordance with standards
       of the PCAOB, it is not clear why they also refer to generally accepted
auditing standards.
       Refer to PCAOB Auditing Standard 3101 and have your auditor advise or
revise their
       report, as necessary.

Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 9. Convertible Preferred Stock, page F-19

3.     We note you have ~2.4 million shares of preferred stock issued and
outstanding as of
       December 31, 2023. We also note disclosures, in two risk factors on page
39 and under
       Redemption and Conversion Rights in this note, that indicate on January
31, 2025 you
       will be obligated to redeem the preferred stock for cash at the Original
Issuance Price
       (which appears to be $10/share) if the Conversion Price exceeds the
lowest volume-
       weighted average price per share of the Company   s common stock and you
may also be
       required to redeem the preferred stock for cash if conversions of
preferred stock to
       common stock result in a shareholder owning more than 9.99% of the total
shares
       outstanding. Based on the terms of your preferred stock, that indicate
it is redeemable for
       cash upon the occurrence of an event that is not solely within your
control, it is not clear
       how you determined it is appropriate to classify the preferred stock in
permanent equity
       rather than as mezzanine equity in accordance with ASC 480-10-S99.
Please advise or
       revise, as necessary.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       Please contact Mindy Hooker at 202-551-3732 or Anne McConnell at
202-551-3709 with
any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Manufacturing
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