Nuburu, Inc. (BURU) investor discloses 45.3M-share, 9.9% capped stake

Rhea-AI Filing Summary

Esousa Group Holdings LLC and its managing member Michael Wachs reported beneficial ownership of 45,339,650 shares of NUBURU, INC. common stock. This position represents 9.9% of the outstanding common stock, calculated to reflect a contractual “Beneficial Ownership Maximum” of 9.99%.

The filing notes additional potential equity exposure excluded from this figure, including 127,007,616 shares underlying prefunded warrants and shares issuable upon conversion of 517,559 shares of Series B preferred stock. Under the terms of the prefunded warrants and preferred stock, NUBURU cannot issue, and the reporting persons cannot exercise, vote, or convert these securities to the extent such actions would cause their beneficial ownership to exceed the 9.99% cap.

The reporting persons have sole voting and dispositive power over the 45,339,650 common shares and no shared voting or dispositive power.

Key Figures

Beneficially owned common shares: 45,339,650 shares Percent of class: 9.9% Beneficial Ownership Maximum: 9.99% +4 more

7 metrics

Beneficially owned common shares 45,339,650 shares Common stock beneficially owned by Esousa Group Holdings LLC and Michael Wachs

Percent of class 9.9% Percentage of NUBURU common stock outstanding represented by the reported holdings

Beneficial Ownership Maximum 9.99% Maximum percentage of NUBURU common stock the reporting persons may beneficially own

Shares underlying prefunded warrants 127,007,616 shares Common shares underlying prefunded warrants held by the reporting persons, excluded from beneficial ownership

Series B preferred shares held 517,559 shares Shares of Series B preferred stock held by the reporting persons, convertible subject to the ownership cap

Sole voting power 45,339,650 shares Number of NUBURU common shares over which the reporting persons have sole voting power

Sole dispositive power 45,339,650 shares Number of NUBURU common shares over which the reporting persons have sole dispositive power

Key Terms

Beneficial Ownership Maximum, Prefunded Warrants, Series B preferred stock, beneficially owned, +1 more

5 terms

Beneficial Ownership Maximum financial

"the Reporting Person would beneficially own, after any such issuance or exercise, more than 9.99% of the then issued and outstanding shares of the issuer's common stock (the "Beneficial Ownership Maximum")"

Prefunded Warrants financial

"Excludes (i) 127,007,616 shares of common stock underlying prefunded warrants ("Prefunded Warrants")"

Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.

Series B preferred stock financial

"shares of common stock issuable upon conversion of 517,559 shares of Series B preferred stock ("Preferred Stock")"

Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.

beneficially owned financial

"Amount beneficially owned: 45,339,650. Excludes (i) 127,007,616 shares of common stock underlying prefunded warrants"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

dispositive power financial

"Sole power to dispose or to direct the disposition of: 45,339,650."

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/23/2026 - 06:04 PM Accepted by SEC EDGAR 07/23/2026 - 06:04 PM Learn about SEC filing dates

FAQ

What ownership stake in NUBURU, INC. (BURU) is reported by Esousa Group Holdings LLC and Michael Wachs?

Esousa Group Holdings LLC and Michael Wachs report beneficial ownership of 45,339,650 shares of NUBURU common stock, representing 9.9% of the class, calculated in line with a 9.99% Beneficial Ownership Maximum.

What is the Beneficial Ownership Maximum disclosed for BURU in this Schedule 13G?

The filing sets a Beneficial Ownership Maximum of 9.99%. NUBURU cannot issue, and the reporting persons cannot exercise or convert securities, if doing so would raise their beneficial ownership above this 9.99% threshold.

How many NUBURU (BURU) shares are underlying Esousa’s prefunded warrants?

The reporting persons reference 127,007,616 shares of NUBURU common stock underlying their prefunded warrants. These shares are excluded from current beneficial ownership calculations due to the 9.99% Beneficial Ownership Maximum cap.

What preferred stock position in NUBURU (BURU) is disclosed in this 13G?

The investors hold 517,559 shares of Series B preferred stock of NUBURU. Common shares issuable upon conversion are excluded from beneficial ownership because conversion is limited by the 9.99% Beneficial Ownership Maximum.

Do the reporting persons share voting or dispositive power over NUBURU (BURU) shares?

The filing reports sole voting power and sole dispositive power over 45,339,650 shares of NUBURU common stock, with no shared voting or shared dispositive power reported for this position.

Who are the reporting persons in this NUBURU (BURU) Schedule 13G filing?

The reporting persons are Esousa Group Holdings LLC, a New York limited liability company, and Michael Wachs, a U.S. citizen. They jointly report beneficial ownership and have signed an agreement regarding joint filing on Schedule 13G.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NUBURU, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

67021W301

(CUSIP Number)

07/17/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 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 45,339,650.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 45,339,650.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

45,339,650.00

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 Number(s): 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 45,339,650.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 45,339,650.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

45,339,650.00

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: 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 Number(s): 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: 45,339,650. Excludes (i) 127,007,616 shares of common stock underlying prefunded warrants ("Prefunded Warrants") and (ii) shares of common stock issuable upon conversion of 517,559 shares of Series B preferred stock ("Preferred Stock") pursuant to the terms of the Certificate of Designations of the Series B Preferred Stock, issued by the issuer to the Reporting Person on July 17, 2026. Pursuant to the terms of the Prefunded Warrants and the Preferred Stock, the issuer cannot issue shares of common stock to the Reporting Person, and the Reporting Person cannot exercise or vote its Prefunded Warrants or convert its Preferred Stock, to the extent that the Reporting Person would beneficially own, after any such issuance or exercise, more than 9.99% 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 or vote any of its Prefunded Warrants or convert its Preferred Stock.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 45,339,650. 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: 45,339,650. 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
Date:	07/23/2026

Michael Wachs

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs
Date:	07/23/2026

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