Esousa & Michael Wachs disclose 9.9% BURU ownership in 13G/A

Rhea-AI Filing Summary

Nuburu, Inc. (BURU): Schedule 13G/A (Amendment No. 3) — Esousa Group Holdings LLC and Michael Wachs reported beneficial ownership of 136,688,092 Nuburu common shares, representing 9.9% of the class as of 09/30/2025. The filing is certified as passive, stating the securities were not acquired to change or influence control.

The reported amount consists of 19,986,000 common shares, plus shares underlying warrants: 11,660,075 from prefunded warrants and 105,042,017 from common stock purchase warrants, all issued in September 2025. Both warrant types include a 9.9% Beneficial Ownership Maximum, which limits issuances or exercises that would push ownership above that level; as of the event date, this cap prevented exercise of the warrants.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Nuburu, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

67021W301

(CUSIP Number)

09/30/2025

(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 136,688,092.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 136,688,092.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

136,688,092.00

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. 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 136,688,092.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 136,688,092.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

136,688,092.00

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: Nuburu, Inc.
(b)	Address of issuer's principal executive offices: 7442 S Tucson Way, Suite 130 Centennial, Colorado, 80112
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: 136,688,092. Consists of (i) 19,986,000 shares of common stock, (ii) 11,660,075 shares of common stock underlying prefunded warrants ("Prefunded Warrants"), and (iii) 105,042,017 shares of common stock underlying common stock purchase warrants ("Common Warrants"), issued by the issuer to the Reporting Person in September 2025. Pursuant to the terms of the Prefunded Warrants and Common Warrants, the issuer cannot issue shares of common stock to the Reporting Person, and the Reporting Person cannot exercise its Prefunded Warrants or Common Warrants, to the extent that the Reporting Person would beneficially own, after any such issuance or exercise, more than 9.9% of the then issued and outstanding shares of the issuer's common stock (the "Beneficial Ownership Maximum").
(b)	Percent of class: 9.9%. This percentage gives effect to the Beneficial Ownership Maximum. Consequently, due to the Beneficial Ownership Maximum, as of the date of the event which requires filing of this statement, the Reporting Person could not exercise any of its Prefunded Warrants or Common Warrants.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 136,688,092. 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: 136,688,092. 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.
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:	11/14/2025

Michael Wachs

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs
Date:	11/14/2025

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

FAQ

What did BURU disclose in this Schedule 13G/A?

Esousa Group Holdings LLC and Michael Wachs reported beneficial ownership of 136,688,092 shares, or 9.9% of Nuburu’s common stock as of 09/30/2025.

Who are the reporting persons in BURU’s 13G/A?

The filing lists Esousa Group Holdings LLC and Michael Wachs as reporting persons.

How is the 136,688,092 share amount composed for BURU?

It includes 19,986,000 common shares, 11,660,075 shares underlying prefunded warrants, and 105,042,017 shares underlying common warrants.

What ownership cap applies to Esousa’s BURU warrants?

A 9.9% Beneficial Ownership Maximum limits issuances or exercises that would raise ownership above 9.9%.

When were the warrants referenced in BURU’s filing issued?

The prefunded and common stock purchase warrants were issued in September 2025.

Is this a passive or activist filing for BURU?

The certification states the securities were not acquired for the purpose of changing or influencing control, indicating a passive filing.