SCHEDULE: Esousa Group & Michael Wachs Boost Bollinger Innovations Stake to 9.9%

Esousa Group Holdings LLC and Michael Wachs have increased their beneficial ownership in Bollinger Innovations, Inc. to 9.9% of common stock, totaling 41,320,559 shares.

Summary

• Esousa Group Holdings LLC and Michael Wachs are the reporting persons for this Schedule 13G filing.
• They beneficially own an aggregate of 41,320,559 shares of Bollinger Innovations, Inc. common stock.
• This ownership represents 9.9% of the company's common stock.
• The shares include 14,078,139 shares issuable upon conversion of notes, 2,579,431 shares from cash exercise of warrants, 2,216,323 shares from conversion of Series F Preferred Stock, and 22,446,666 shares from conversion of Series G Preferred Stock.
• Michael Wachs serves as the sole managing member for Esousa Group Holdings LLC, and thus may be deemed to beneficially own the shares held by the LLC.
• The percentage is calculated based on 1,947,101 shares of common stock outstanding as of September 30, 2025, assuming the issuance of shares from all convertible securities.
• The reporting persons have sole voting and dispositive power over all 41,320,559 shares.

Sentiment

Score: 7

Explanation: The filing indicates a significant, passive investment by a substantial holder, which can be viewed positively as a vote of confidence. However, it's a disclosure of existing holdings, not new news about company performance or a new capital infusion.

Positives

• A significant 9.9% stake held by Esousa Group Holdings LLC and Michael Wachs indicates a strong vote of confidence in Bollinger Innovations, Inc.
• The investment is structured through various convertible securities (notes, warrants, preferred stock), suggesting a strategic, long-term commitment to the company's potential growth.

Risks

• The beneficial ownership calculation does not give effect to applicable beneficial ownership limitations, which could restrict the immediate conversion or exercise of all securities.

Future Outlook

The filing is a disclosure of current beneficial ownership and does not contain explicit forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• Michael Wachs certified that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Bollinger Innovations, Inc., nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

A Schedule 13G filing indicates a passive investment by a significant shareholder. A 9.9% stake is a substantial position for an institutional investor, signaling confidence in the company's long-term prospects without an intent to actively influence management or control. This type of disclosure is common for investors who have accumulated a significant, non-controlling interest in a public company.

Comparison to Industry Standards

• A 9.9% passive stake is a significant position, often viewed as a strong vote of confidence by institutional investors, similar to large index funds or mutual funds holding substantial, non-controlling interests in public companies.
• Unlike activist investors who might acquire similar stakes (e.g., Carl Icahn or Bill Ackman) with an explicit intent to drive change, this filing explicitly disclaims any intent to influence control, aligning with typical passive investment strategies.
• The use of convertible notes, warrants, and preferred stock for accumulation is a common strategy for investors in growth-oriented companies, allowing for participation in equity upside while potentially providing downside protection or preferred returns.

Stakeholder Impact

• Shareholders: May perceive the significant, passive investment by Esousa Group and Michael Wachs as a positive signal of investor confidence in Bollinger Innovations, Inc.'s long-term value.
• Management: Will be aware of a substantial shareholder with a significant stake, though the filing explicitly states no intent to influence control.

Key Dates

Recommendation

The filing reveals a substantial, passive stake by Esousa Group Holdings LLC and Michael Wachs, indicating a long-term investment perspective. While this is a positive signal of confidence, the filing itself does not provide new operational or financial performance data to warrant an immediate 'buy' or 'sell' recommendation. The existing convertible securities suggest prior strategic investment. Investors should 'hold' and monitor future company performance and any changes in this significant ownership position.

Keywords

Bollinger Innovations, Esousa Group Holdings, Michael Wachs, Schedule 13G, Beneficial Ownership, Common Stock, Convertible Notes, Warrants, Preferred Stock, Institutional Investor