SCHEDULE: Esousa Group and Michael Wachs Disclose 9.9% Passive Stake in Mullen Automotive

Esousa Group Holdings LLC and Michael Wachs have filed an amended Schedule 13G, disclosing a passive beneficial ownership of 9.9% in Mullen Automotive Inc., representing 210,992,582 shares derived from convertible notes and warrants.

Summary

• Esousa Group Holdings LLC and Michael Wachs, including Esousa Holdings LLC, collectively reported beneficial ownership of 210,992,582 shares of Mullen Automotive Inc. common stock.
• This ownership represents 9.9% of the company's common stock, calculated based on 7,594,989 shares outstanding as of June 16, 2025, as reported in the Issuer's Schedule 14A.
• The beneficially owned shares consist of 69,319,230 shares issuable upon conversion of notes and 141,673,352 shares issuable upon cash exercise of warrants.
• Michael Wachs serves as the sole managing member for Esousa Group Holdings LLC and is deemed to beneficially own the shares held by the group.
• The filing is an Amendment No. 7 to a Schedule 13G, indicating a passive investment purpose, not for changing or influencing control of the issuer.

Sentiment

Score: 5

Explanation: The document is a factual regulatory filing disclosing beneficial ownership. It does not contain explicit positive or negative sentiment regarding the company's performance, although the underlying potential for dilution from the large number of shares could be viewed cautiously.

Positives

• A significant institutional holding by Esousa Group and Michael Wachs could be viewed as a vote of confidence in Mullen Automotive, even if passive.
• The conversion of notes and exercise of warrants indicates a commitment by the holder to convert debt/options into equity, aligning their interest with shareholders.

Negatives

• The large number of underlying shares (210,992,582) from convertible notes and warrants, while currently capped by beneficial ownership limitations for reporting purposes, represents a substantial potential for future dilution if these limitations are removed or if the shares are otherwise introduced into the market.

Risks

• Potential future dilution risk from the 210,992,582 shares underlying convertible notes and warrants, should beneficial ownership limitations be lifted or the shares become freely tradable.
• The calculation of the 9.9% ownership is based on a relatively small number of outstanding shares (7,594,989 as of June 16, 2025), which amplifies the impact of any future share issuances.

Future Outlook

The document is a disclosure of current beneficial ownership and does not provide forward-looking statements or guidance from Mullen Automotive Inc. or the reporting persons regarding the company's future performance or strategic direction.

Industry Context

This filing is a standard regulatory disclosure of significant passive ownership and does not directly relate to broader industry trends or competitive dynamics within the automotive or electric vehicle sector. It reflects an investor's position in a specific company.

Stakeholder Impact

• Shareholders: The disclosure of a large number of underlying shares from convertible notes and warrants, even if subject to beneficial ownership limitations, highlights a potential source of future dilution that could impact existing share value.

Next Steps

• The reporting persons will continue to file amendments to Schedule 13G as required by SEC regulations if their beneficial ownership changes significantly.

Key Dates

Keywords

Mullen Automotive, Schedule 13G, beneficial ownership, common stock, Esousa Group Holdings, Michael Wachs, equity, SEC filing, convertible notes, warrants, dilution