| 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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| | |
| 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
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)