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SC 13G/A Filing
Nuburu (BURU) SC 13G/ANuburu / Esousa ownership change
Filed: 18 Feb 25, 4:05pm
SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Nuburu, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
67021W301 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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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) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization NEW YORK | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,745,508.00 | ||||||||
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) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization UNITED STATES | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,745,508.00 | ||||||||
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) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(k) | ![]() | |
Item 4. | Ownership | |
(a) | Amount beneficially owned: 4,745,508. Consists of shares of common stock issuable upon conversion of convertible notes issued by the issuer to the Reporting Person in August 2024 (the "Convertible Notes"). Pursuant to the terms of the Convertible Notes, the issuer cannot issue shares of common stock to the Reporting Person, and the Reporting Person cannot convert the Convertible Notes, to the extent that the Reporting Person would beneficially own, after any such issuance or conversion, more than 9.9% of the then issued and outstanding shares of 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 convert all of the Convertible Notes. % | |
(c) | Number of shares as to which the person has: | |
(i) Sole power to vote or to direct the vote: 4,745,508. 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: 4,745,508. 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. |
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Exhibit
Information |
Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G |