Esousa Group reports 9.9% stake in Bollinger (NASDAQ: BINI)

Rhea-AI Filing Summary

Bollinger Innovations, Inc. disclosure: Esousa Group Holdings LLC and Michael Wachs report beneficial ownership of 1,210,048,392 shares, representing 9.9% of the class as stated. The amount consists of 492,188,524 shares issuable on note conversion, 23,560,308 issuable on cash exercise of warrants, 64,712,583 issuable on conversion of Series F preferred, and 629,586,977 issuable on conversion of Series G preferred held by Esousa Group Holdings LLC; Mr. Wachs is the sole managing member and may be deemed to beneficially own these shares. The percentage is calculated using 1,947,101 shares outstanding as of September 30, 2025 and assumes issuance upon conversion and exercise, which are subject to certain beneficial ownership limitations.

Insights

Corporate Governance Specialist

Large disclosed stake and convertible interests create potential governance influence.

The filing lists 1,210,048,392 shares as beneficially owned by Esousa Group Holdings LLC and Michael Wachs, composed of convertible notes, warrant cash exercises, and Series F and G preferred conversions. The filing explicitly states Mr. Wachs "serves as the sole managing member" and "may be deemed to be beneficially owned" by him.

Dependencies include the conversion/exercise mechanics and the referenced "beneficial ownership limitations." Subsequent filings or company disclosures may clarify voting rights, conversion timing, and any limits that could affect actual control.

Capital Markets Analyst

Disclosure shows potential dilution if convertible instruments are issued into common stock.

The statement itemizes 492,188,524 shares from note conversion, 23,560,308 from warrant cash exercise, 64,712,583 from Series F conversion, and 629,586,977 from Series G conversion as the components of the 1,210,048,392 total. The percentage calculation uses an outstanding share base of September 30, 2025.

Material effect on share count depends on whether conversions/exercises occur and on the quoted "beneficial ownership limitations." Cash‑flow treatment and timing are not specified in the excerpt.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)

Bollinger Innovations, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

62526P877

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 62526P877

1

Names of Reporting Persons

Esousa Group Holdings LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,210,048,392.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,210,048,392.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,210,048,392.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 62526P877

1

Names of Reporting Persons

Michael Wachs

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,210,048,392.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,210,048,392.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,210,048,392.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Bollinger Innovations, Inc.
(b)	Address of issuer's principal executive offices: 1405 Pioneer Street, Brea, CA 92821
Item 2.
(a)	Name of person filing: Esousa Group Holdings LLC and Michael Wachs.
(b)	Address or principal business office or, if none, residence: 211 East 43rd Street, Suite 402 New York, NY 10017
(c)	Citizenship: Esousa Group Holdings LLC is a New York limited liability company and Mr. Wachs is a U.S. citizen.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 62526P877
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,210,048,392. This amount consists of (i) 492,188,524 shares of common stock issuable upon conversion of notes, (ii) 23,560,308 shares of common stock issuable upon cash exercise of warrants, (iii) 64,712,583 shares of common stock issuable upon conversion of shares of Series F Preferred Stock and (iv) 629,586,977 shares of common stock issuable upon conversion of shares of Series G Preferred Stock held by Esousa Group Holdings LLC, which may be deemed to be beneficially owned by Michael Wachs, who serves as the sole managing member for Esousa Group Holdings LLC. This amount does not give effect to applicable beneficial ownership limitations.
(b)	Percent of class: 9.9%. This percentage is calculated based on 1,947,101 shares of common stock outstanding as of September 30, 2025 and assumes the issuance of shares of common stock upon conversion of notes and preferred stock and upon cash exercise of warrants, which are subject to certain beneficial ownership limitations.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,210,048,392. See item 4(a).
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,210,048,392. See item 4(a).
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Esousa Group Holdings LLC

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs/Managing Member
Date:	02/17/2026

Michael Wachs

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs
Date:	02/17/2026

Exhibit Information

Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G https://www.sec.gov/Archives/edgar/data/1499961/000110465925066945/tm2520510d1_ex99-a.htm

FAQ

What stake does Esousa Group report in Bollinger Innovations (BINI)?

Esousa Group Holdings LLC and Michael Wachs report beneficial ownership of 1,210,048,392 shares, equal to 9.9%. That percentage is calculated using 1,947,101 shares outstanding as of September 30, 2025 and assumes conversions and exercises.

How is the 1,210,048,392 share total composed in the filing?

The total comprises 492,188,524 shares issuable on note conversion, 23,560,308 on cash exercise of warrants, 64,712,583 from Series F preferred conversion, and 629,586,977 from Series G preferred conversion, all held by Esousa Group Holdings LLC.

Does Michael Wachs directly own the shares reported for BINI?

The filing states Mr. Wachs "serves as the sole managing member" of Esousa Group Holdings LLC and that the shares held by that entity "may be deemed to be beneficially owned by Michael Wachs." The statement attributes ownership to Esousa Group Holdings LLC and Mr. Wachs together.

What outstanding share base did the filing use to compute the percentage for BINI?

The percentage is calculated based on 1,947,101 shares of common stock outstanding as of September 30, 2025. The filing notes the percentage assumes issuance upon conversion and exercise and mentions beneficial ownership limitations.