Nuburu: Esousa Group reports 1.88M-share holding

Nuburu, Inc. Schedule 13G/A amendment reports that Esousa Group Holdings LLC and Michael Wachs beneficially own 1,883,522 shares, representing 0.4% of the class.

Accepted by SEC EDGAR 02/17/2026 - 09:19 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Nuburu, Inc. Schedule 13G/A amendment reports that Esousa Group Holdings LLC and Michael Wachs beneficially own 1,883,522 shares, representing 0.4% of the class. The shares consist of common stock underlying warrants issued in September 2025. The filing cites 505,720,453 shares outstanding as of February 5, 2026 per the issuer's prospectus filed February 17, 2026.

Insights

Securities Lawyer

Filing documents beneficial ownership via warrants and reports percent of class.

The statement shows 1,883,522 shares are beneficially owned and are "shares of common stock underlying warrants issued" in September 2025. The percentage, 0.4%, is calculated using 505,720,453 shares outstanding as of February 5, 2026.

Relevant disclosures include joint filing authority between Esousa Group and Michael Wachs and signature dates of February 17, 2026. Subsequent filings or prospectus updates would be the place to check for any changes in outstanding shares or exercise activity.

Equity Analyst

Holding is small relative to outstanding shares and unlikely to change ownership dynamics.

The reported position of 1,883,522 shares equals 0.4% of the stated outstanding base of 505,720,453 shares. The position arises from warrants rather than currently issued free-floating shares.

Material impact depends on warrant exercise behavior and timing; exercise terms and any ownership caps are not disclosed in the excerpt.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Esousa Group hold in Nuburu (BURU)?

Esousa Group beneficially owns 1,883,522 shares, equal to 0.4% of the class based on 505,720,453 shares outstanding as of February 5, 2026. The shares arise from warrants issued in September 2025.

Are the reported shares from exercised stock or warrants?

The filing states the 1,883,522 shares consist of common stock underlying warrants issued to the reporting person in September 2025, not necessarily currently delivered shares.

How was the 0.4% ownership percentage calculated?

The percentage, 0.4%, is based on 505,720,453 shares outstanding as of February 5, 2026, as reported in Nuburu's prospectus filed on February 17, 2026.

Who signed the Schedule 13G/A amendment for this filing?

The amendment was signed by Michael Wachs in his capacity as Managing Member and also signed by Michael Wachs individually, with signature dates of February 17, 2026.

Does this filing indicate Esousa Group will sell or acquire more shares?

The statement reports current beneficial ownership of 1,883,522 shares underlying warrants; it does not state any planned purchases or sales or specify exercise or disposition timing in the provided excerpt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Nuburu, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

67021W301

(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. 67021W301

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 1,883,522.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,883,522.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,883,522.00

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)

0.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 67021W301

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 1,883,522.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,883,522.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,883,522.00

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)

0.4 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nuburu, Inc.
(b)	Address of issuer's principal executive offices: 44 Cook Street, Suite 100, Denver, CO 80206
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.: 67021W301
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: 1,883,522, consisting of shares of common stock underlying warrants issued by the Issuer to the Reporting Person in September 2025.
(b)	Percent of class: 0.4%. This percentage is based on 505,720,453 shares of the Issuer's common stock outstanding as of February 5, 2026, as reported in the Issuer's prospectus filed with the Securities and Exchange Commission on February 17, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,883,522. 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: 1,883,522. 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.
	Ownership of 5 percent or less of a class
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/1814215/000110465925066950/tm2520510d3_ex-a.htm