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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G/A
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Nuburu, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
67021W301 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| 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:
0.00 6
Shared Voting Power:
0.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
0.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 |
| 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 % |
| 12 |
Type of Reporting Person (See Instructions)
OO |
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
0.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
0.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 |
| 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 % |
| 12 |
Type of Reporting Person (See Instructions)
IN |
| 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:
0 | |
| (b) |
Percent of class:
0% %
| |
| (c) |
Number of shares as to which the person has:
| |
|
(i) Sole power to vote or to direct the vote:
0 | ||
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(ii) Shared power to vote or to direct the vote:
0 | ||
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(iii) Sole power to dispose or to direct the disposition of:
0 | ||
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(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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Esousa Group Holdings LLC |
| Signature: | /s/ Michael Wachs | |
| Name/Title: | Michael Wachs/Managing Member | |
| Date: | 07/10/2025 |
Michael Wachs |
| Signature: | /s/ Michael Wachs | |
| Name/Title: | Michael Wachs | |
| Date: | 07/10/2025 |
| Exhibit Information: Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G |
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of the securities of Nuburu, Inc. until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.
July 10, 2025
| ESOUSA GROUP HOLDINGS LLC | |||
| By: | /s/ Michael Wachs | ||
| Name: | Michael Wachs | ||
| Title: | Managing Member | ||
| /s/ Michael Wachs | |||
| Michael Wachs | |||