SCHEDULE: Esousa Group & Michael Wachs Report 9.9% Nuburu Stake

Esousa Group Holdings LLC and Michael Wachs have disclosed a 9.9% beneficial ownership in Nuburu, Inc., primarily through common stock and warrants.

Summary

• Esousa Group Holdings LLC and Michael Wachs are reporting persons for this Schedule 13G Amendment No. 3 filing.
• The filing pertains to their beneficial ownership in Nuburu, Inc.'s Common Stock, par value $0.0001 per share (CUSIP: 67021W301).
• The aggregate amount beneficially owned by each reporting person is 136,688,092 shares.
• This represents 9.9% of the class of securities, giving effect to a Beneficial Ownership Maximum.
• The ownership consists of 19,986,000 shares of common stock, 11,660,075 shares underlying prefunded warrants, and 105,042,017 shares underlying common stock purchase warrants.
• The prefunded and common warrants were issued by Nuburu, Inc. to the Reporting Person in September 2025.
• Due to the Beneficial Ownership Maximum, the Reporting Person could not exercise any of its Prefunded Warrants or Common Warrants as of the event date.

Sentiment

Score: 7

Explanation: The filing indicates a significant, albeit capped, investment by a reporting person, suggesting confidence in the issuer. The beneficial ownership limit is a structural constraint rather than a negative sentiment regarding the company's prospects.

Positives

• A significant beneficial ownership stake by Esousa Group Holdings LLC and Michael Wachs could signal investor confidence in Nuburu, Inc.
• The holding of a substantial number of prefunded and common warrants indicates a potential for future capital infusion into Nuburu, Inc. upon their exercise.

Negatives

• The 9.9% Beneficial Ownership Maximum restricts the immediate exercise of prefunded and common warrants, limiting the potential for a larger, immediate capital raise from this specific investor.

Risks

• The Beneficial Ownership Maximum of 9.9% prevents the Reporting Person from exercising prefunded or common warrants if it would result in ownership exceeding this threshold, limiting immediate capital infusion from this source.

Future Outlook

The filing indicates a future potential for the exercise of prefunded and common warrants held by Esousa Group Holdings LLC and Michael Wachs, which could provide capital to Nuburu, Inc., subject to the 9.9% beneficial ownership maximum.

Management Comments

• Michael Wachs, as Managing Member of Esousa Group Holdings LLC and individually, certified that the securities were not acquired and are not held for the purpose of changing or influencing the control of Nuburu, Inc., nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

This Schedule 13G filing primarily concerns an ownership disclosure and does not provide specific details on broader industry trends or competitive landscape for Nuburu, Inc. However, a significant stake by an investment group can signal investor interest in the company's sector.

Stakeholder Impact

• Shareholders: The disclosure of a significant beneficial ownership stake by Esousa Group Holdings LLC and Michael Wachs could be interpreted as a vote of confidence, potentially influencing investor sentiment.
• Company (Nuburu, Inc.): The existence of a large number of warrants held by the reporting person represents a potential source of future capital if and when these warrants are exercised, subject to the beneficial ownership maximum.

Next Steps

• Potential future exercise of prefunded and common warrants by Esousa Group Holdings LLC and Michael Wachs, subject to the 9.9% beneficial ownership maximum.

Key Dates

Recommendation

The filing indicates a substantial, long-term stake by a reporting person, suggesting a degree of confidence. However, it's a passive investment (certified not for control) and the 9.9% beneficial ownership maximum limits immediate impact from warrant exercise. Without further financial or operational details from the company, a 'hold' position is prudent to observe future developments and the company's performance.

Keywords

Nuburu, Esousa Group Holdings, Michael Wachs, Schedule 13G, beneficial ownership, common stock, warrants, prefunded warrants, SEC filing, institutional ownership