Mullen Automotive 13G/A Reveals 210.9M Shares Under Notes & Warrants

Rhea-AI Filing Summary

Schedule 13G/A (Amendment No. 7) filed 10 July 2025 discloses that Michael Wachs, Esousa Holdings LLC and Esousa Group Holdings LLC collectively report beneficial ownership of 210,992,582 shares of Mullen Automotive Inc. ("MULN"), equal to 9.9 % of the issuer’s outstanding common stock as of 30 June 2025.

• The stake consists of 69,319,230 shares issuable upon note conversion and 141,673,352 shares issuable upon cash exercise of warrants.
• The 9.9 % figure is calculated against 7,594,989 shares outstanding reported in the company’s 8 July 2025 Schedule 14A.
• The reporting persons hold sole voting and dispositive power over all 210.99 M underlying shares; no shared power is reported.
• The filing states the securities were not acquired to change or influence control of the issuer and remain subject to a 9.9 % beneficial-ownership cap.
• Signatures dated 10 July 2025 confirm Michael Wachs as the sole managing member signing on behalf of the entities.

The presence of convertible notes and warrants representing more than 27 times the current share count highlights substantial potential dilution if exercised or converted, although the contractual cap limits immediate voting influence.

Positive

• Ownership capped at 9.9 %, limiting immediate control and concentration risk.
• Comprehensive disclosure provides transparency on sizeable derivative securities.

Negative

• 210.99 M potential shares vs. 7.59 M outstanding signals significant dilution risk.
• High concentration of convertible notes and warrants may create sustained market overhang.

Insights

Financial Analyst

TL;DR – 210.9 M potential MULN shares held, capped at 9.9 %; dilution risk looms.

The filing reveals a large derivative-based position relative to the tiny 7.6 M share float. While the 9.9 % cap restricts immediate control, conversion of notes and warrants would flood the market with new equity, materially diluting existing holders. No purchase intent to control the company is declared, suggesting a financial, rather than strategic, holding. From a valuation perspective, investors must factor in the overhang of 210 M authorized but unissued shares tied to Esousa’s instruments. Overall effect is negative due to potential supply pressure.

Corporate Governance Expert

TL;DR – Disclosure enhances transparency, but ownership structure concentrates voting power.

Esousa and Michael Wachs fully disclose their economic and voting rights, satisfying SEC rules and giving shareholders clarity on a significant stakeholder. The 9.9 % cap mitigates immediate governance concerns; however, sole voting/dispositive authority vested in a single managing member centralises influence. Continuous monitoring is advisable should the cap be adjusted or instruments renegotiated.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

Mullen Automotive Inc.

(Name of Issuer)

Common Stock, $0.001 per share par value

(Title of Class of Securities)

62526P802

(CUSIP Number)

06/30/2025

(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. 62526P802

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 210,992,582.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 210,992,582.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

210,992,582.00

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

CUSIP No. 62526P802

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 210,992,582.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 210,992,582.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

210,992,582.00

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

Item 1.
(a)	Name of issuer: Mullen Automotive Inc.
(b)	Address of issuer's principal executive offices: 1405 Pioneer Street Brea, CA, 92821
Item 2.
(a)	Name of person filing: Esousa Holdings LLC, Michael Wachs and Esousa Group Holdings LLC.
(b)	Address or principal business office or, if none, residence: 211 East 43rd Street, Suite 402 New York, NY 10017
(c)	Citizenship: Esousa Holdings LLC is a New York limited liability company, Mr. Wachs is a U.S. citizen and Esousa Group Holdings LLC is a New York limited liability company.
(d)	Title of class of securities: Common Stock, $0.001 per share par value
(e)	CUSIP No.: 62526P802
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: 210,992,582. This amount consists of (i) 69,319,230 shares of common stock issuable upon conversion of notes and (ii) 141,673,352 shares of common stock issuable upon cash exercise of warrants 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. Does not include (i) a fractional amount of shares of common stock issuable upon conversion of 458 shares of Series C Preferred Stock. This amount does not give effect to applicable beneficial ownership limitations.
(b)	Percent of class: 9.9%. This percentage is calculated based on 7,594,989 shares of common stock outstanding as of June 16, 2025, as reported in the Issuer's Schedule 14A filed with the Securities and Exchange Commission on July 8, 2025, and assumes the issuance of shares of common stock upon conversion of notes 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: 210,992,582. 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: 210,992,582. 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.

Michael Wachs

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs
Date:	07/10/2025

Esousa Group Holdings LLC

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs/Managing Member
Date:	07/10/2025

Exhibit Information

Exhibit A - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G

FAQ

How many MULN shares do Esousa Group Holdings LLC and Michael Wachs beneficially own?

They report beneficial ownership of 210,992,582 shares, including shares underlying notes and warrants.

What percentage of Mullen Automotive’s common stock does this represent?

The filing states the position equals 9.9 % of outstanding shares as of 30 June 2025.

What securities make up the reported MULN stake?

The stake comprises 69,319,230 shares from note conversion and 141,673,352 shares from warrant exercise.

What share count was used to calculate the 9.9 % ownership figure?

The calculation uses 7,594,989 outstanding shares reported in Mullen’s 8 July 2025 Schedule 14A.

Do the reporting persons share voting or dispositive power?

No. They report sole voting and dispositive power over all underlying shares.

Does the filing state any intent to control Mullen Automotive?

No. The certification affirms the securities were not acquired to change or influence control of the issuer.