ALMU / Aeluma, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

Aeluma, Inc.

Statistiche di base
CIK 1828805
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Aeluma, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
August 8, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 Aeluma, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2025 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-42570 85-2807351 (State or other jurisdiction of incorporation) (Commission File Number

August 8, 2025 EX-10.1

AELUMA, INC. EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 AELUMA, INC. EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between Aeluma, Inc., a Delaware corporation (the “Company”) and Christopher Stewart (the “Executive”), who are collectively referred to herein as the “Parties” and each as a “Party.” WHEREAS, the Company desires to employ Executive as its Chief Financial Officer, and Execu

August 8, 2025 EX-99.1

Aeluma Appoints Industry Veteran Christopher Stewart as Chief Financial Officer

Exhibit 99.1 Aeluma Appoints Industry Veteran Christopher Stewart as Chief Financial Officer GOLETA, CA / ACCESS Newswire / August 4, 2025 / Aeluma, Inc. (NASDAQ:ALMU), a semiconductor company specializing in high-performance, scalable technologies for mobile, AI, defense and aerospace, robotics, automotive, AR/VR, and quantum computing, today announced the appointment of technology industry veter

August 6, 2025 S-3/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 2025 REGISTRATION NO.

July 31, 2025 S-3

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 2025 REGISTRATION NO.

July 31, 2025 EX-FILING FEES

CALCULATION OF FILING FEE TABLES Aeluma, Inc. Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 Aeluma, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock (1) 457(o)

July 31, 2025 EX-4.6

Aeluma , Inc. Dated as of [●], 20[●] Senior Debt Securities TABLE OF CONTENTS

Exhibit 4.6 Aeluma , Inc. Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [●], 20[●] Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 7 Secti

July 31, 2025 EX-4.7

Aeluma , Inc. Dated as of [●], 20[●] Subordinated Debt Securities TABLE OF CONTENTS

Exhibit 4.7 Aeluma , Inc. Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [●], 20[●] Subordinated Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee’s Certificate. 6 S

May 14, 2025 424B3

Aeluma, Inc. 11,010,002 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259179 Prospectus Supplement No. 3 Dated May 12, 2025 (To Prospectus Dated October 7, 2024) Aeluma, Inc. 11,010,002 shares of Common Stock This Prospectus Supplement No. 3 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”) dated October 7, 2024, as a

May 14, 2025 424B3

Aeluma, Inc. 2,017,498 shares of Common Stock 85,653 shares of Common Stock underlying Placement Agent Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273149 Prospectus Supplement No. 3 Dated May 12, 2025 (To Prospectus Dated October 9, 2024) Aeluma, Inc. 2,017,498 shares of Common Stock 85,653 shares of Common Stock underlying Placement Agent Warrants This Prospectus Supplement No. 1 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corporation

May 14, 2025 424B3

Aeluma, Inc. 3,298,572 Shares of Common Stock 114,285 Underwriter Warrants 114,285 Shares of Common Stock underlying the Underwriter Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-285469 Prospectus Supplement No. 1 Dated March 26, 2025 (To Prospectus Dated October 9, 2024) Aeluma, Inc. 3,298,572 Shares of Common Stock 114,285 Underwriter Warrants 114,285 Shares of Common Stock underlying the Underwriter Warrants This Prospectus Supplement No. 1 (the “Prospectus Supplement”) updates and supplements the prospectus of Aelum

May 9, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42570 AELUMA,

May 7, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-42570 85-2807351 (State or other jurisdiction of incorporation) (Commission File Number) (

May 7, 2025 EX-99.1

Aeluma Provides Third Quarter of Fiscal Year 2025 Results Reports Record Third Quarter with Revenue Growth of 265% Momentum Builds with NASDAQ Uplisting, Strong Capital Position, and Growing Demand Across AI and Defense

Exhibit 99.1 Aeluma Provides Third Quarter of Fiscal Year 2025 Results Reports Record Third Quarter with Revenue Growth of 265% Momentum Builds with NASDAQ Uplisting, Strong Capital Position, and Growing Demand Across AI and Defense GOLETA, CA – May 7, 2025 – Aeluma, Inc. (NASDAQ:ALMU), a semiconductor company specializing in high-performance, scalable technologies for mobile, automotive, AI, defe

March 28, 2025 EX-1.1

Underwriting Agreement

Exhibit 1.1 Aeluma, Inc. 2,285,714 Shares of Common Stock Underwriting Agreement March 26, 2025 Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402 Ladies and Gentlemen: Aeluma, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Craig-Hallum Capital Group LLC, in its capacity as underwriter (the “Underwriter”), an aggregate of 2,28

March 28, 2025 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2025 (March 26, 2025) Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-42570 85-2807351 (State or other jurisdiction of incorporation) (Commi

March 28, 2025 EX-99.1

Aeluma Announces Nasdaq Uplisting and Pricing of $12 Million Public Offering Aeluma common stock expected to begin trading on Nasdaq under the symbol “ALMU”

Exhibit 99.1 Aeluma Announces Nasdaq Uplisting and Pricing of $12 Million Public Offering Aeluma common stock expected to begin trading on Nasdaq under the symbol “ALMU” GOLETA, CA – Mar. 27, 2025 – Aeluma, Inc. (OTCQB:ALMU) (“Aeluma” or “the Company”), a semiconductor company specializing in high performance, scalable technologies for mobile, automotive, AI, defense & aerospace, communication, an

March 28, 2025 EX-4.1

Underwriter Warrant

Exhibit 4.1 UNDERWRITER WARRANT THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS WARRANT SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180 DAYS) IMMEDIAT

March 28, 2025 EX-99.2

Aeluma Announces Closing of Oversubscribed Public Offering with $13.8 Million Gross Proceeds and Uplisting to Nasdaq Under Ticker “ALMU” Full Exercise of Over-Allotment Option

Exhibit 99.2 Aeluma Announces Closing of Oversubscribed Public Offering with $13.8 Million Gross Proceeds and Uplisting to Nasdaq Under Ticker “ALMU” Full Exercise of Over-Allotment Option GOLETA, CA – March 28, 2025 – Aeluma, Inc. (OTCQB:ALMU) (“Aeluma” or “the Company”), a semiconductor company specializing in high performance, scalable technologies for mobile, automotive, AI, defense & aerospac

March 27, 2025 424B4

AELUMA, INC. 3,298,572 Shares of Common Stock 114,285 Underwriter Warrants 114,285 Shares of Common Stock underlying the Underwriter Warrants

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-285469 AELUMA, INC. 3,298,572 Shares of Common Stock 114,285 Underwriter Warrants 114,285 Shares of Common Stock underlying the Underwriter Warrants This is a firm commitment underwritten public offering by Aeluma, Inc., a Delaware corporation (the “Company”) of 2,285,714 shares of common stock, $0.0001 per share (the “Common Stock”)

March 26, 2025 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 4 ea023567501ex-feeaeluma.htm FILING FEE TABLE Exhibit 107 Filing Fee Table           S-1          (Form Type) Aeluma, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security C lass Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit ($) Proposed Maximum Aggregate Offer

March 26, 2025 S-1MEF

As filed with the Securities and Exchange Commission on March 26, 2025.

As filed with the Securities and Exchange Commission on March 26, 2025. Registration No. 333–      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AELUMA, INC. (Exact name of registrant as specified in its charter) Delaware 3674 85-2807351 (State or other jurisdiction of incorporation or organization) (Primary

March 26, 2025 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Aeluma, Inc. (Exact name of registrant as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 85-2807351 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 27 Cast

March 25, 2025 S-1/A

As filed with the Securities and Exchange Commission on March 24, 2025

As filed with the Securities and Exchange Commission on March 24, 2025 Registration No.

March 25, 2025 CORRESP

AELUMA, INC.

AELUMA, INC. March 25, 2025 Via EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Aeluma, Inc. Registration Statement on Form S-1, as amended (File No. 333-285469) Request for Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations under the

March 25, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Filing Fee Table           S-1          (Form Type) Aeluma, Inc.     (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit ($) Proposed Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to

March 25, 2025 CORRESP

March 25, 2025

March 25, 2025 VIA EDGAR Division of Corporate Finance United States Securities and Exchange Commission 100 F.

March 25, 2025 S-1/A

As filed with the Securities and Exchange Commission on March 25, 2025

As filed with the Securities and Exchange Commission on March 25, 2025 Registration No.

March 25, 2025 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 Aeluma, Inc. [●] Shares of Common Stock Underwriting Agreement [●], 2025 Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402 Ladies and Gentlemen: Aeluma, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Craig-Hallum Capital Group LLC, in its capacity as underwriter (the “Underwriter”), an aggregate of [●] shares of c

March 24, 2025 CORRESP

March 24, 2025

March 24, 2025 Via EDGAR Division of Corporation Finance Office of Manufacturing U.

March 24, 2025 CORRESP

AELUMA, INC.

AELUMA, INC. March 24, 2025 Via EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Aeluma, Inc. Initially Filed February 28, 2025 File No. 333-285469 Withdrawal of Acceleration Request Ladies and Gentlemen: Reference is made to our letter, filed as correspondence with the U.S. Securities and Exchange Co

March 21, 2025 CORRESP

March 21, 2025

March 21, 2025 VIA EDGAR Division of Corporate Finance United States Securities and Exchange Commission 100 F.

March 21, 2025 CORRESP

March 21, 2025

March 21, 2025 VIA EDGAR Division of Corporate Finance United States Securities and Exchange Commission 100 F.

March 21, 2025 CORRESP

AELUMA, INC.

CORRESP 1 filename1.htm AELUMA, INC. March 21, 2025 Via EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Aeluma, Inc. Registration Statement on Form S-1, as amended (File No. 333-285469) Request for Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of the General Rules an

March 20, 2025 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 Aeluma, Inc. [●] Shares of Common Stock Underwriting Agreement [●], 2025 Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402 Ladies and Gentlemen: Aeluma, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Craig-Hallum Capital Group LLC, in its capacity as underwriter (the “Underwriter”), an aggregate of [●] shares of c

March 20, 2025 S-1/A

As filed with the Securities and Exchange Commission on March 19, 2025

As filed with the Securities and Exchange Commission on March 19, 2025 Registration No.

March 20, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Filing Fee Table           S-1          (Form Type) Aeluma, Inc.     (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit ($) Proposed Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to

March 20, 2025 EX-4.4

Form of Underwriter Warrant

Exhibit 4.4 Form of Underwriter Warrant Agreement THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS WARRANT SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (

March 19, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Number

February 28, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Filing Fee Table           S-1          (Form Type) Aeluma, Inc.     (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit ($) Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Pa

February 28, 2025 S-1

As filed with the Securities and Exchange Commission on February 28, 2025

As filed with the Securities and Exchange Commission on February 28, 2025 Registration No.

February 26, 2025 EX-99.1

Aeluma Appoints Former NVIDIA Finance Leader Mike Byron to Board of Directors Addition of semiconductor finance and operations veteran poises Aeluma to scale its technology to meet AI and quantum computing demands

Exhibit 99.1 Aeluma Appoints Former NVIDIA Finance Leader Mike Byron to Board of Directors Addition of semiconductor finance and operations veteran poises Aeluma to scale its technology to meet AI and quantum computing demands GOLETA, CA – February 24, 2025 – Aeluma, Inc. (OTCQB:ALMU), a semiconductor company specializing in high performance, scalable technologies for mobile, automotive, AI, defen

February 26, 2025 EX-10.3

Form of Non-qualified Option to purchase Common Stock (7)

Exhibit 10.3 NON-QUALIFIED STOCK OPTION TO PURCHASE COMMON STOCK OF AELUMA, Inc. DATE OF GRANT (“Grant Date”): EXPIRATION DATE: Aeluma, Inc. (the “Company”), hereby grants (the “Optionee”), a director of the Company, an opportunity to purchase shares of the Company’s Common Stock, par value of $0.0001 per share (“Common Stock”), on the terms and subject to the conditions hereinafter in connection

February 26, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Num

February 26, 2025 EX-10.1

Director Agreement dated February 24, 2025

Exhibit 10.1 DIRECTOR AGREEMENT THIS AGREEMENT (The “Agreement”) is effective as of the 24 day of February, 2025 (the “Effective Date”), and is by and between AELUMA, INC., a Delaware corporation (hereinafter referred to as the “Company”), and Michael Byron (hereinafter referred to as the “Director”). BACKGROUND The Company’s Board of Directors (the “Board”) and the Director desire to memorialize

February 26, 2025 EX-10.2

Indemnification Agreement dated February 24, 2025

Exhibit 10.2 AELUMA, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of February 24, and is between Aeluma, Inc., a Delaware corporation (the “Company”), and Michael Byron (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corporations or i

February 12, 2025 424B3

Aeluma, Inc. 2,017,498 shares of Common Stock 85,653 shares of Common Stock underlying Placement Agent Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273149 Prospectus Supplement No. 2 Dated February 11, 2025 (To Prospectus Dated October 9, 2024) Aeluma, Inc. 2,017,498 shares of Common Stock 85,653 shares of Common Stock underlying Placement Agent Warrants This Prospectus Supplement No. 2 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corpora

February 12, 2025 424B3

Aeluma, Inc. 11,010,002 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259179 Prospectus Supplement No. 2 Dated February 11, 2025 (To Prospectus Dated October 7, 2024) Aeluma, Inc. 11,010,002 shares of Common Stock This Prospectus Supplement No. 2 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”) dated October 7, 2024,

February 11, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56218 AELUM

February 10, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Num

February 10, 2025 EX-99.1

Aeluma Provides Second Quarter of Fiscal Year 2025 Results and Raises Revenue Guidance Reports Record Second Quarter with Revenue Growth over 500% Raises Revenue Outlook for Fiscal Year 2025 by 10%

Exhibit 99.1 Aeluma Provides Second Quarter of Fiscal Year 2025 Results and Raises Revenue Guidance Reports Record Second Quarter with Revenue Growth over 500% Raises Revenue Outlook for Fiscal Year 2025 by 10% GOLETA, CA – February 10, 2025 – Aeluma, Inc. (OTCQB:ALMU), a semiconductor company specializing in high performance, scalable technologies for mobile, automotive, AI, defense & aerospace,

January 10, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Numb

December 9, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

December 4, 2024 EX-99.1

EX-99.1

Exhibit 99.1

December 4, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):December 4, 2024 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Numbe

November 12, 2024 424B3

Aeluma, Inc. 11,010,002 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259179 Prospectus Supplement No. 1 Dated November 12, 2024 (To Prospectus Dated October 7, 2024) Aeluma, Inc. 11,010,002 shares of Common Stock This Prospectus Supplement No. 1 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”) dated October 7, 2024,

November 12, 2024 424B3

Aeluma, Inc. 2,017,498 shares of Common Stock 85,653 shares of Common Stock underlying Placement Agent Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273149 Prospectus Supplement No. 1 Dated November 12, 2024 (To Prospectus Dated October 9, 2024) Aeluma, Inc. 2,017,498 shares of Common Stock 85,653 shares of Common Stock underlying Placement Agent Warrants This Prospectus Supplement No. 1 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corpora

November 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Numb

November 8, 2024 EX-99.1

Aeluma Provides First Quarter of Fiscal Year 2025 Results

Exhibit 99.1 Aeluma Provides First Quarter of Fiscal Year 2025 Results GOLETA, CA – November 8, 2024 – Aeluma, Inc. (OTCQB:ALMU), a semiconductor company specializing in high performance, scalable technologies for mobile, automotive, AI, defense & aerospace, communication and quantum computing, today provided a corporate update and announced financial results for the first quarter of fiscal 2025,

November 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56218 AELU

October 30, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Numb

October 30, 2024 EX-99.1

Forward Looking Statements This presentation contains summary information about Aeluma, Inc . (“Aeluma”) as of the date hereof . The information in this presentation is of general background and contains an overview and summary of certain data select

Exhibit 99.1 Forward Looking Statements This presentation contains summary information about Aeluma, Inc . (“Aeluma”) as of the date hereof . The information in this presentation is of general background and contains an overview and summary of certain data selected by the management of Aeluma . It does not purport to be complete . This presentation is not a prospectus, disclosure document or offer

October 10, 2024 POS AM

As filed with the Securities and Exchange Commission on October 9, 2024

As filed with the Securities and Exchange Commission on October 9, 2024 Registration No.

October 10, 2024 EX-10.19

Independent Director Agreement with Craig Ensley, effective as of December 14, 2023

Exhibit 10.19 DIRECTOR AGREEMENT THIS AGREEMENT (The “Agreement”) is effective as of the 14 day of December, 2023 (the “Effective Date”), and is by and between AELUMA, INC., a Delaware corporation (hereinafter referred to as the “Company”), and Craig Ensley (hereinafter referred to as the “Director”). BACKGROUND The Company’s Board of Directors (the “Board”) and the Director desire to memorialize

October 7, 2024 POS AM

As filed with the Securities and Exchange Commission on October 7, 2024

As filed with the Securities and Exchange Commission on October 7, 2024 Registration No.

October 7, 2024 EX-10.19

Independent Director Agreement with Craig Ensley, effective as of December 14, 2023 (Incorporated by reference to the Registration Statement on Form S-1/A filed on October 7, 2024)

Exhibit 10.19 DIRECTOR AGREEMENT THIS AGREEMENT (The “Agreement”) is effective as of the 14 day of December, 2023 (the “Effective Date”), and is by and between AELUMA, INC., a Delaware corporation (hereinafter referred to as the “Company”), and Craig Ensley (hereinafter referred to as the “Director”). BACKGROUND The Company’s Board of Directors (the “Board”) and the Director desire to memorialize

September 27, 2024 EX-97.1

Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to the Annual Report on Form 10-K on September 27, 2024

Exhibit 97.1 AELUMA, INC.. Policy for RECOVERY OF ERRONEOUSLY AWARDED Incentive Compensation Adopted September 27, 2024 1. INTRODUCTION Aeluma, Inc.. (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstances. This Policy is

September 27, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56218 AELUMA, INC. (Exac

September 25, 2024 EX-99.1

Aeluma Provides Fourth Quarter and Fiscal Year 2024 Results Issues Guidance For More Than 335% Year-Over-Year Revenue Growth in Fiscal Year 2025

Exhibit 99.1 Aeluma Provides Fourth Quarter and Fiscal Year 2024 Results Issues Guidance For More Than 335% Year-Over-Year Revenue Growth in Fiscal Year 2025 GOLETA, CA – September 24, 2024 – Aeluma, Inc. (OTCQB:ALMU), a semiconductor company specializing in high performance, scalable technologies for mobile, automotive, AI, defense & aerospace, communication and quantum computing, today provided

September 25, 2024 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2024 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Nu

August 30, 2024 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2024 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Num

August 6, 2024 EX-10.2

Form of Note (incorporated by reference to the Current Report on Form 8-K filed on August 30, 2024)

Exhibit 10.2 THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. CONVERTIBLE PROMIS

August 6, 2024 EX-10.1

Form of Note Purchase Agreement (incorporated by reference to the Current Report on Form 8-K filed on August 30, 2024)

Exhibit 10.1 Note Purchase Agreement This Note Purchase Agreement (this “Agreement”), dated as of , 2024, is entered into by and between Aeluma, Inc., a Delaware company (“Company”), and each purchaser identified on the signature pages hereto (each an “Investor” and, together, the “Investors”). A. Company and each Investor are executing and delivering this Agreement in reliance upon an exemption f

August 6, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Number

May 16, 2024 424B3

Aeluma, Inc. 11,010,002 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259179 Prospectus Supplement No. 3 Dated May 16, 2024 (To Prospectus Dated October 6, 2023) Aeluma, Inc. 11,010,002 shares of Common Stock This Prospectus Supplement No. 3 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”) dated October 6, 2023, as a

May 16, 2024 424B3

Aeluma, Inc. 2,017,498 shares of Common Stock 85,653 shares of Common Stock underlying Placement Agent Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273149 Prospectus Supplement No. 3 Dated May 16, 2024 (To Prospectus Dated October 2, 2023) Aeluma, Inc. 2,017,498 shares of Common Stock 85,653 shares of Common Stock underlying Placement Agent Warrants This Prospectus Supplement No. 3 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corporation

May 10, 2024 EX-99.1

Aeluma Provides Third Quarter 2024 Results Increasing Revenue Driven by Funding Awards and Contracts

Exhibit 99.1 Aeluma Provides Third Quarter 2024 Results Increasing Revenue Driven by Funding Awards and Contracts GOLETA, CA – May 10, 2024 – Aeluma, Inc. (OTCQB:ALMU), a semiconductor company specializing in scalable, cost-effective technologies for LiDAR (light detection and ranging), communication, and sensing, today provided a corporate update and announced financial results for the third quar

May 10, 2024 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Number)

May 10, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56218 AELUMA,

February 13, 2024 424B3

Aeluma, Inc. 11,010,002 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259179 Prospectus Supplement No. 2 Dated February 13, 2024 (To Prospectus Dated October 6, 2023) Aeluma, Inc. 11,010,002 shares of Common Stock This Prospectus Supplement No. 2 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”) dated October 6, 2023,

February 13, 2024 424B3

Aeluma, Inc. 2,017,498 shares of Common Stock 85,653 shares of Common Stock underlying Placement Agent Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273149 Prospectus Supplement No. 2 Dated February 13, 2024 (To Prospectus Dated October 2, 2023) Aeluma, Inc. 2,017,498 shares of Common Stock 85,653 shares of Common Stock underlying Placement Agent Warrants This Prospectus Supplement No. 2 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corpora

February 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56218 AELUM

February 12, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Num

February 12, 2024 EX-99.1

Aeluma Provides Second Quarter 2024 Results

Exhibit 99.1 Aeluma Provides Second Quarter 2024 Results GOLETA, CA – February 12, 2024 – Aeluma, Inc. (OTCQB:ALMU), a semiconductor company specializing in scalable, cost-effective technologies for LiDAR (light detection and ranging), communication, and sensing, today provided a corporate update and announced financial results for the second quarter of fiscal 2024, ended December 31, 2023. Recent

January 30, 2024 EX-99.2

High Performance Se mico n duct ors t h at S cale © Aeluma, Inc. All Rights Reserved. www.aeluma.com Sensing R e i m agin e d TM The Aeluma Semiconductor Manufacturing Approach High - Performance Semiconductors with Large - Diameter Substrates Aeluma

Exhibit 99.2 High Performance Se mico n duct ors t h at S cale © Aeluma, Inc. All Rights Reserved. www.aeluma.com Sensing R e i m agin e d TM The Aeluma Semiconductor Manufacturing Approach High - Performance Semiconductors with Large - Diameter Substrates Aeluma’s breakthrough technology produces high - performance semiconductor chips on large - diameter substrates with mass - market microelectro

January 30, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2024 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Numb

January 30, 2024 EX-99.1

Sen s i ng Rei ma g i n e d TM L a rge - W a fer Het erog e neously In t egr a t e d InG a As Pho t ode t ec tor Sensors Matthew Dummer , Jonathan Klamkin, Bei Shi, Bowen Song, Simone S. Brunelli, Michael McGivney, Douglas Oakley, Daniel Renner P a p

Exhibit 99.1 Sen s i ng Rei ma g i n e d TM L a rge - W a fer Het erog e neously In t egr a t e d InG a As Pho t ode t ec tor Sensors Matthew Dummer , Jonathan Klamkin, Bei Shi, Bowen Song, Simone S. Brunelli, Michael McGivney, Douglas Oakley, Daniel Renner P a per 1 2 88 0 - 18 J an u a r y 30, 2 0 24 © Aelu m a , Inc. All R i g ht s R e serve d . Outline © Aelu m a , Inc. All R i g ht s R e serv

January 30, 2024 EX-99.5

Sensing Reimagined TM Heterogeneous Integration Platform Aeluma’s proprietary heterogeneous integration platform integrates high - performance compound semiconductors (ex. GaAs, InP, GaSb) on large - diameter substrates including up to 12 - inch Sili

Exhibit 99.5 Sensing Reimagined TM Heterogeneous Integration Platform Aeluma’s proprietary heterogeneous integration platform integrates high - performance compound semiconductors (ex. GaAs, InP, GaSb) on large - diameter substrates including up to 12 - inch Silicon. This technology has the potential to scale, reduce cost, and increase yield, all of which are critical for emerging and mass - marke

January 30, 2024 EX-99.4

Sensing Reimagined TM Shortwave Infrared Detector Arrays Performance, Formats and Features • Low dark current photodetector arrays manufactured with large - diameter substrate platform • Pixel and array size customizable • Typical array sizes: 128 X

Exhibit 99.4 Sensing Reimagined TM Shortwave Infrared Detector Arrays Performance, Formats and Features • Low dark current photodetector arrays manufactured with large - diameter substrate platform • Pixel and array size customizable • Typical array sizes: 128 X 32, 256 X 128, 640 X 512 • Reliability performance exceeds generic Telcordia GR - 468 optoelectronics standard • Delivered as PDA chips o

January 30, 2024 EX-99.3

Sensing R e i m agin e d TM Large Area InGaAs Detectors Bare D ie High s ensitivity, low d a rk c urrent a n d high s p ee d de te ct o rs f or SWIR and XSWIR • Typical Photosensitive Diameter (D): 0.25 to 5.0mm • Typi c al O p e ra t i ng Wavel e n

Exhibit 99.3 Sensing R e i m agin e d TM Large Area InGaAs Detectors Bare D ie High s ensitivity, low d a rk c urrent a n d high s p ee d de te ct o rs f or SWIR and XSWIR • Typical Photosensitive Diameter (D): 0.25 to 5.0mm • Typi c al O p e ra t i ng Wavel e n g t h (  ): 0. 9 5 t o 1.55  m) • D e vi c e : P IN, AP D or S P AD • Forma t : Ba re d i e or mount e d i n TO pa c k age D Y X Outcom

December 19, 2023 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2023 (December 14, 2023) Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation)

December 19, 2023 EX-99.1

Aeluma Appoints Seasoned Semiconductor Industry Executive Craig Ensley to its Board of Directors

Exhibit 99.1 Aeluma Appoints Seasoned Semiconductor Industry Executive Craig Ensley to its Board of Directors GOLETA, CA – December 20, 2023 – Aeluma, Inc. (OTCQB:ALMU), a semiconductor company specializing in scalable, cost-effective technologies for LiDAR (light detection and ranging), communication, and sensing, announced today that Craig Ensley was elected as a new member of its board of direc

November 21, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

November 15, 2023 424B3

Aeluma, Inc. 2,017,498 shares of Common Stock 85,653 shares of Common Stock underlying Placement Agent Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273149 Prospectus Supplement No. 1 Dated November 15, 2023 (To Prospectus Dated October 2, 2023) Aeluma, Inc. 2,017,498 shares of Common Stock 85,653 shares of Common Stock underlying Placement Agent Warrants This Prospectus Supplement No. 1 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corpora

November 15, 2023 424B3

Aeluma, Inc. 11,010,002 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259179 Prospectus Supplement No. 1 Dated November 15, 2023 (To Prospectus Dated October 6, 2023) Aeluma, Inc. 11,010,002 shares of Common Stock This Prospectus Supplement No. 1 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”) dated October 6, 2023,

November 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Numb

November 9, 2023 EX-99.1

Aeluma Provides First Quarter 2024 Results

Exhibit 99.1 Aeluma Provides First Quarter 2024 Results GOLETA, CA – November 9, 2023 – Aeluma, Inc. (OTCQB:ALMU), a semiconductor company specializing in scalable, cost-effective technologies for LiDAR (light detection and ranging), communication, and sensing, today provided a corporate update and announced financial results for the first quarter of fiscal 2024, ended September 30, 2023. Recent C

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56218 AELU

October 6, 2023 424B3

AELUMA, INC. 11,010,002 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259179 PROSPECTUS AELUMA, INC. 11,010,002 shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under the caption “Selling Stockholders,” of up to 11,010,002 shares of Common Stock of Aeluma, Inc., a Delaware corporation (the “Company”), $0.0001 par value per s

October 4, 2023 POS AM

As filed with the Securities and Exchange Commission on October 4, 2023

As filed with the Securities and Exchange Commission on October 4, 2023 Registration No.

October 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 Aeluma, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Numbe

October 3, 2023 EX-99.1

Investor Presentation October 2023 © Aeluma, Inc. All Rights Reserved. Sensing Reimagined TM Forward Looking Statements © Aeluma, Inc. All Rights Reserved. This presentation contains summary information about Aeluma, Inc . (“Aeluma”) as of the date h

Exhibit 99.1 Investor Presentation October 2023 © Aeluma, Inc. All Rights Reserved. Sensing Reimagined TM Forward Looking Statements © Aeluma, Inc. All Rights Reserved. This presentation contains summary information about Aeluma, Inc . (“Aeluma”) as of the date hereof . The information in this presentation is of general background and contains an overview and summary of certain data selected by th

October 2, 2023 424B3

AELUMA, INC. 2,017,498 shares of Common Stock 85,653 shares of Common Stock underlying Placement Agent Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273149 PROSPECTUS AELUMA, INC. 2,017,498 shares of Common Stock 85,653 shares of Common Stock underlying Placement Agent Warrants This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under the caption “Selling Stockholders,” of up to 2,103,151 shares of Common Stock of Aeluma, Inc.,

September 26, 2023 S-1/A

As filed with the Securities and Exchange Commission on September 25, 2023

As filed with the Securities and Exchange Commission on September 25, 2023 Registration No.

September 26, 2023 CORRESP

Aeluma, Inc. 27 Castilian Drive Goleta, California 93117

Aeluma, Inc. 27 Castilian Drive Goleta, California 93117 September 26, 2023 Via Edgar Mr. Thomas Jones Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Aeluma, Inc. Registration Statement on Form S-1, as amended (File No. 333-273149) Request for Acceleration of Effectiveness Dear Mr. Jones: In accordance wi

September 25, 2023 EX-14.1

Code of Ethics (incorporated by reference to the annual Report on Form 10-K filed on September 25, 2023)

Exhibit 14.1 AELUMA, INC. CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION Purpose This Code of Business Conduct and Ethics (this “Code”) contains general guidelines for conducting the business of Aeluma, Inc., (the “Company”) consistent with high standards of business ethics. This Code applies to all of our directors, officers and other employees. We refer to all officers and other employees cove

September 25, 2023 EX-99.1

Audit Committee Charter

Exhibit 99.1 AELUMA, INC. AUDIT COMMITTEE CHARTER I. PURPOSES The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Aeluma, Inc., (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal and regulatory requirements. To assist the Board in fulfilling its res

September 25, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period Commission file number 000-56218 Aeluma, Inc. (Exact name of

September 25, 2023 EX-4.3

Description of Securities (incorporated by reference to the annual Report on Form 10-K filed on September 25, 2023)

Exhibit 4.3 DESCRIPTION OF SECURITIES The following description summarizes the most important terms of our capital stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description, you should refer to our restated certificate of incorporation and restated bylaws, which are included as exhibits hereto, and to the applicable provis

September 25, 2023 EX-99.2

Nominating Committee Charter

Exhibit 99.2 CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF AELUMA, INC. I. PURPOSE OF THE COMMITTEE The purpose of the Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company is to assist the Board in discharging the Board’s responsibilities regarding: a) identification of qualified candidates to become Board me

September 25, 2023 EX-99.3

Compensation Committee Charter

Exhibit 99.3 AELUMA, INC. COMPENSATION COMMITTEE CHARTER I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Aeluma, Inc., (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and approving the compensation of the Company’s Chief Executive Officer (“C

September 21, 2023 CORRESP

Aeluma, Inc.

Aeluma, Inc. September 21, 2023 Via Edgar Mr. Thomas Jones Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Aeluma, Inc. Registration Statement on Form S-1 Filed August 3, 2023 File No. 333-273149 Dear Mr. Jones: As per the telephone conversation we had on September 19, 2023 regarding the above referenced r

September 21, 2023 S-1/A

As filed with the Securities and Exchange Commission on September 21, 2023

As filed with the Securities and Exchange Commission on September 21, 2023 Registration No.

August 3, 2023 S-1/A

As filed with the Securities and Exchange Commission on August 3, 2023

As filed with the Securities and Exchange Commission on August 3, 2023 Registration No.

August 3, 2023 CORRESP

Aeluma, Inc 27 Castilian Drive Goleta, California 93117

Aeluma, Inc 27 Castilian Drive Goleta, California 93117 August 3, 2023 Via Edgar Correspondence Thomas Jones Geoff Kruczek Division of Corporation Finance Office of Manufacturing U.

July 20, 2023 EX-99.1

Investor Present a tion July 2023 © Aeluma, Inc. All Rights Reserved. Sensing Reimagined TM Forward Looking Statements © Aeluma, Inc. All Rights Reserved. This presentation contains summary information about Aeluma, Inc . (“Aeluma”) as of the date he

Exhibit 99.1 Investor Present a tion July 2023 © Aeluma, Inc. All Rights Reserved. Sensing Reimagined TM Forward Looking Statements © Aeluma, Inc. All Rights Reserved. This presentation contains summary information about Aeluma, Inc . (“Aeluma”) as of the date hereof . The information in this presentation is of general background and contains an overview and summary of certain data selected by the

July 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 Aeluma, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Number)

July 6, 2023 S-1

As filed with the Securities and Exchange Commission on July 5, 2023

As filed with the Securities and Exchange Commission on July 5, 2023 Registration No.

July 6, 2023 EX-FILING FEES

Filing Fees Exhibit (5)

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-1 Aeluma, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule (1) Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (3) Equity Common Stock, $0.001 par value, issuable upon conversion of the Note 457(a) 2,01

May 18, 2023 424B3

Aeluma, Inc. 11,010,002 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259179 Prospectus Supplement No. 3 Dated May 18, 2023 (To Prospectus Dated January 5, 2023) Aeluma, Inc. 11,010,002 shares of Common Stock This Prospectus Supplement No.3 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”) dated January 5, 2023, as am

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56218 AELUMA,

May 11, 2023 EX-99.1

Aeluma, Inc. Closes $6 Million Oversubscribed Common Stock Only Private Placement

Exhibit 99.1 Aeluma, Inc. Closes $6 Million Oversubscribed Common Stock Only Private Placement GOLETA, CA – May 11, 2023 - Aeluma, Inc. (OTCQB:ALMU), a semiconductor company specializing in scalable, cost-effective sensor technologies for advanced LiDAR solutions, announced today it has received gross proceeds totaling approximately $6.05 Million following the final closing of a private placement

May 11, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Number)

April 5, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Number)

February 16, 2023 424B3

Aeluma, Inc. 11,010,002 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259179 Prospectus Supplement No. 2 Dated February 16, 2023 (To Prospectus Dated January 5, 2023) Aeluma, Inc. 11,010,002 shares of Common Stock This Prospectus Supplement No. 2 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”) dated January 5, 2023,

February 14, 2023 SC 13G/A

ALMU / Aeluma Inc / Tompkins Mark N. - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Amendment No. 2) Under the Securities Exchange Act of 1934 Aeluma, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00776X (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

February 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56218 AELUM

January 5, 2023 424B5

AELUMA, INC.

Filed pursuant to Rule 424(b)(5) Registration No. 333-259179 Prospectus Supplement (To Prospectus dated December 27, 2022) AELUMA, INC. This prospectus supplement relates to the resale, from time to time, by the selling stockholders identified in this prospectus under the caption ?Selling Stockholders,? of up to 11,010,002 shares of Common Stock of Aeluma, Inc., a Delaware corporation (the ?Compan

December 27, 2022 POS AM

As filed with the Securities and Exchange Commission on December 27, 2022

As filed with the Securities and Exchange Commission on December 27, 2022 Registration No.

December 23, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2022 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Num

December 23, 2022 EX-10.1

Subscription Agreement (incorporated by reference to the Current Report on Form 8-K filed on December 23, 2022)

Exhibit 10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this ?Agreement?) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the ?Purchaser?) and Aeluma, Inc., a Delaware corporation (the ?Company?) in connection with the private placement offering (the ?Offering?) by the Company. R E C I T A L S A. The Company is offering a minimum of 500,0

December 23, 2022 EX-99.1

Aeluma, Inc. Announces Initial Closing of $1.551 Million Common Stock Private Placement at $3.00 Per Share

EX-99.1 5 ea170759ex99-1aeluma.htm PRESS RELEASE Exhibit 99.1 Aeluma, Inc. Announces Initial Closing of $1.551 Million Common Stock Private Placement at $3.00 Per Share GOLETA, CA – December 22, 2022 - Aeluma, Inc. (OTCQB:ALMU), a semiconductor company specializing in scalable, cost-effective sensor technologies for advanced LiDAR solutions, announced today it has received gross proceeds of $1.551

December 23, 2022 EX-10.2

Registration Rights Agreement (incorporated by reference to the Current Report on Form 8-K filed on December 23, 2022)

EX-10.2 4 ea170759ex10-2aeluma.htm REGISTRATION RIGHTS AGREEMENT Exhibit 10.2 FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of December 22, 2022 among Aeluma, Inc., a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart

December 23, 2022 EX-4.2

Form of Placement Agent Warrant dated December 2022 (4)

EX-4.2 2 ea170759ex4-2aeluma.htm FORM OF PLACEMENT AGENT WARRANT Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED

December 12, 2022 EX-99.1

Investor Presentatio n December 12, 2022 © Aeluma, Inc. All Rights Reserved. Sensing Reimagined TM Forward Looking Statements Aeluma, Inc. All Rights Reserved. This presentation contains summary information about Aeluma, Inc . (“Aeluma”) as of the da

Exhibit 99.1 Investor Presentatio n December 12, 2022 ? Aeluma, Inc. All Rights Reserved. Sensing Reimagined TM Forward Looking Statements Aeluma, Inc. All Rights Reserved. This presentation contains summary information about Aeluma, Inc . (?Aeluma?) as of the date hereof . The information in this presentation is of general background and contains an overview and summary of certain data selected b

December 12, 2022 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Num

November 22, 2022 S-8

As filed with the Securities and Exchange Commission on November 22,, 2022

S-8 1 ea168006-s8aelumainc.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 22,, 2022 Registration No. 333- [●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AELUMA, INC. (Exact name of registrant as specified in its charter) Delaware 3674 85-2807351 (State or Other

November 22, 2022 EX-FILING FEES

Calculation of Registration Fee

EX-FILING FEES 5 ea168006ex-feeaelumainc.htm FILING FEE TABLE Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-8 AELUMA, INC. Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 457

November 22, 2022 EX-4.1

Specimen share certificate

EX-4.1 2 ea168006ex4-1aelumainc.htm SPECIMEN SHARE CERTIFICATE Exhibit 4.1

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56218 AELU

October 25, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Numb

October 25, 2022 EX-99.1

Investor Presentation October 25, 2022 © Aeluma, Inc. All Rights Reserved. Sensing Reimagined TM Forward Looking Statements © Aeluma, Inc. All Rights Reserved. This presentation contains summary information about Aeluma, Inc . (“Aeluma”) as of the da

Exhibit 99.1 Investor Presentation October 25, 2022 ? Aeluma, Inc. All Rights Reserved. Sensing Reimagined TM Forward Looking Statements ? Aeluma, Inc. All Rights Reserved. This presentation contains summary information about Aeluma, Inc . (?Aeluma?) as of the date hereof . The information in this presentation is of general background and contains an overview and summary of certain data selected b

September 28, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period Commission file number 000-56218 Aeluma, Inc. (Exact name of

July 29, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2022 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Number)

July 29, 2022 EX-99.1

Aeluma, Inc. Announces Approval of Form 211 and Assignment of the Ticker Symbol “ALMU”.

Exhibit 99.1 Aeluma, Inc. Announces Approval of Form 211 and Assignment of the Ticker Symbol ?ALMU?. GOLETA, CA ? July 29, 2022 - Aeluma, Inc. (the "Company"), a semiconductor company specializing in scalable, cost-effective sensor technologies for advanced LiDAR solutions, announced today that it has received notification from the Company?s market maker that the Financial Industry Regulatory Auth

June 8, 2022 EX-99.1

Investor Presentation June 8, 2022 Sensing Reimagined TM © Aeluma, Inc. All Rights Reserved. Forward Looking Statements This presentation contains summary information about Aeluma, Inc . (“Aeluma”) as of the date hereof . The information in this pres

Exhibit 99.1 Investor Presentation June 8, 2022 Sensing Reimagined TM ? Aeluma, Inc. All Rights Reserved. Forward Looking Statements This presentation contains summary information about Aeluma, Inc . (?Aeluma?) as of the date hereof . The information in this presentation is of general background and contains an overview and summary of certain data selected by the management of Aeluma . It does not

June 8, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Number)

June 7, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2022 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Number)

June 6, 2022 424B3

Aeluma, Inc. 11,010,002 shares of Common Stock

424B3 1 ea161126-424b3aeluma.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration No. 333-259179 Prospectus Supplement No. 2 Dated June 3, 2022 (To Prospectus Dated January 20, 2022) Aeluma, Inc. 11,010,002 shares of Common Stock This Prospectus Supplement No. 2 (the “Prospectus Supplement”) updates and supplements the prospectus of Aeluma, Inc., a Delaware corporation (the “Com

May 25, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56218 AELUMA,

February 16, 2022 424B3

Aeluma, Inc. 11,010,002 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259179 Prospectus Supplement No. 1 Dated February 16, 2022 (To Prospectus Dated January 20, 2022) Aeluma, Inc. 11,010,002 shares of Common Stock This Prospectus Supplement No. 1 (the ?Prospectus Supplement?) updates and supplements the prospectus of Aeluma, Inc., a Delaware corporation (the ?Company,? ?we,? ?us,? or ?our?) dated January 20, 202

February 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56218 AELUM

February 14, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea155633-nt10qaeluma.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Fo

February 14, 2022 SC 13G/A

Jacobs Ian Seth - AMENDMENT NO. 1 TO SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Aeluma, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) None (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

February 14, 2022 SC 13G/A

Tompkins Mark N. - AMENDMENT NO. 1 TO SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Aeluma, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) None (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

January 21, 2022 424B3

AELUMA, INC. 11,010,002 Shares of Common Stock

424B3 1 ea154226-424b3aelumainc.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-259179 PROSPECTUS AELUMA, INC. 11,010,002 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under the caption “Selling Stockholders,” of up to 11,010,002 shares of Common Stock of Aeluma, Inc., a Delaware corpo

January 14, 2022 CORRESP

Aeluma, Inc. 27 Castilian Drive Goleta, California 93117

CORRESP 1 filename1.htm Aeluma, Inc. 27 Castilian Drive Goleta, California 93117 January 14, 2022 Via Edgar Mr. Geoffrey Kruczek Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Aeluma, Inc. Registration Statement on Form S-1, as amended (File No. 333-259179) Request for Acceleration of Effectiveness Dea

January 12, 2022 S-1/A

As filed with the Securities and Exchange Commission on January 12, 2022

As filed with the Securities and Exchange Commission on January 12, 2022 Registration No.

December 21, 2021 CORRESP

Aeluma, Inc.

Aeluma, Inc. December 21, 2021 Via Edgar Mr. Evan Ewing Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Aeluma, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed November 19, 2021 File No. 333-259179 (the “Registration Statement”) Dear Mr. Ewing: This letter is in response to the letter d

November 30, 2021 EX-10.1

Director Agreement by and between the Company and John Paglia (incorporated by reference to the Current Report on Form 8-K filed on November 30, 2021)

Exhibit 10.1 INDEPENDENT DIRECTOR AGREEMENT OF AELUMA, INC. This INDEPENDENT DIRECTOR AGREEMENT (the ?Agreement?) is made and entered into as of December 1, 2021 (the ?Effective Date?), by and between AELUMA, INC., a Delaware corporation (the ?Company?), and John Paglia, a citizen of United States, with a permanent residence at [?] (the ?Independent Director?). WHEREAS, the Company desires to enga

November 30, 2021 EX-99.1

Aeluma, Inc. Appoints John Paglia to its Board of Directors - Paglia is a Senior Associate Dean and Professor of Finance at Pepperdine Graziadio Business School and a Board Member at Simulations Plus -

Exhibit 99.1 Aeluma, Inc. Appoints John Paglia to its Board of Directors - Paglia is a Senior Associate Dean and Professor of Finance at Pepperdine Graziadio Business School and a Board Member at Simulations Plus - GOLETA, CA, November 30, 2021 - Aeluma, Inc. (the “Company”), a semiconductor company specializing in sensors and communications, announced today that it has appointed John Paglia, PhD,

November 30, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2021 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Num

November 19, 2021 S-1/A

As filed with the Securities and Exchange Commission on November 19, 2021

As filed with the Securities and Exchange Commission on November 19, 2021 Registration No.

November 19, 2021 CORRESP

Aeluma, Inc.

CORRESP 1 filename1.htm Aeluma, Inc. November 19, 2021 Via Edgar Mr. Ernest Greene Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Aeluma, Inc. Registration Statement on Form S-1 Filed October 15, 2021 File No. 333-259179 Dear Mr. Greene: This letter is in response to the letter dated October 28, 2021,

November 18, 2021 EX-10.1

Director Agreement by and between the Company and Palvi Mehta (incorporated by reference to the Current Report on Form 8-K filed on November 18, 2021)

EX-10.1 2 ea151007ex10-1aelumainc.htm INDEPENDENT DIRECTOR AGREEMENT BY AND BETWEEN THE COMPANY AND PALVI MEHTA Exhibit 10.1 INDEPENDENT DIRECTOR AGREEMENT OF AELUMA, INC. This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of December 1, 2021 (the “Effective Date”), by and between AELUMA, INC., a Delaware corporation (the “Company”), and Palvi Mehta, a citizen of Uni

November 18, 2021 EX-99.1

Aeluma, Inc. Appoints Palvi Mehta, Pioneer Square Labs’ CFO and Operating Partner, to its Board of Directors

Exhibit 99.1 Aeluma, Inc. Appoints Palvi Mehta, Pioneer Square Labs’ CFO and Operating Partner, to its Board of Directors GOLETA, CA, November 18, 2021 - Aeluma, Inc. (the “Company”), a semiconductor company specializing in sensors and communications, announced today that it has appointed Palvi Mehta as a new member of its board of directors, effective December 1, 2021. Commenting on the announcem

November 18, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commission File Num

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56218 AELU

October 15, 2021 EX-10.10

Advisor Restricted Stock Purchase Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated June 10, 2021 (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

Exhibit 10.10 BIOND PHOTONICS INC. FORM OF RESTRICTED STOCK PURCHASE AGREEMENT This Agreement is made and entered into as of June 10, 2021 (the “Effective Date”) by and between Biond Photonics Inc. (the “Company”), a California corporation, and Steven P. DenBaars the “Purchaser”). 1. PURCHASE OF SHARES. On the Effective Date and subject to the terms and conditions of this Agreement, Purchaser here

October 15, 2021 EX-10.9

Advisor Restricted Stock Purchase Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated December 21, 2020 (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

Exhibit 10.9 BIOND PHOTONICS INC RESTRICTED STOCK PURCHASE AGREEMENT This Agreement is made and entered into as of December, 2020 (the ?Effective Date?) by and between Biond Photonics Inc. (the ?Company?), a California corporation, and Steven P. DenBaars the ?Purchaser?). 1. PURCHASE OF SHARES. On the Effective Date and subject to the terms and conditions of this Agreement, Purchaser hereby purcha

October 15, 2021 CORRESP

Aeluma, Inc.

Aeluma, Inc. October 15, 2021 Via Edgar Mr. Ernest Greene Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Aeluma, Inc. Registration Statement on Form S-1 Filed August 30, 2021 File No. 333-259179 Dear Mr. Greene: This letter is in response to the letter dated September 24, 2021, from the staff (the “Sta

October 15, 2021 EX-10.11

Advisory Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated December 31, 2020 (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

Exhibit 10.11 BIOND PHOTONICS INC December 31, 2020 Steven B. DenBaars [Address] [Address] Re: Advisory Services to Biond Photonics Inc. Dear Steven: This letter agreement is to confirm our understanding with respect to your role as an advisor to Biond Photonics Inc. (the “Company”). On behalf of the Company, I would like to state that we are delighted by your interest in the Company and your will

October 15, 2021 EX-10.7

Restricted Stock Purchase Agreement between Biond Photonics, Inc. and Mr. Klamkin (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

Exhibit 10.7 BIOND PHOTONICS INC. FOUNDER?S RESTRICTED STOCK PURCHASE AGREEMENT This Agreement is made and entered into as of October 27, 2020 (the ?Effective Date?) by and between Biond Photonics Inc. (the ?Company?), a California corporation, and Jonathan Klamkin the ?Purchaser?). 1. PURCHASE OF SHARES. On the Effective Date and subject to the terms and conditions of this Agreement, Purchaser he

October 15, 2021 EX-10.12

Advisory Agreement between Biond Photonics, Inc. and Mr. DenBaars, dated June 10, 2021 (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

EX-10.12 8 ea148824ex10-12aelumainc.htm ADVISORY AGREEMENT BETWEEN BIOND PHOTONICS, INC. AND MR. DENBAARS, DATED JUNE 10, 2021 Exhibit 10.12 BIOND PHOTONICS INC June 10, 2021 Steven DenBaars [Address] [Address] Re: Advisory Services Agreement with Biond Photonics Inc. Dear Steven: This letter agreement is to confirm our understanding with respect to your role as a business advisor to Biond Photoni

October 15, 2021 S-1/A

As filed with the Securities and Exchange Commission on October 15, 2021

As filed with the Securities and Exchange Commission on October 15, 2021 Registration No.

October 15, 2021 EX-10.8

Restricted Stock Purchase Agreement between Biond Photonics, Inc. and Mr. McCarthy (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

Exhibit 10.8 BIOND PHOTONICS INC. FOUNDER’S RESTRICTED STOCK PURCHASE AGREEMENT This Agreement is made and entered into as of October 27, 2020 (the “Effective Date”) by and between Biond Photonics Inc. (the “Company”), a California corporation, and Lee McCarthy the “Purchaser”). 1. PURCHASE OF SHARES. On the Effective Date and subject to the terms and conditions of this Agreement, Purchaser hereby

September 27, 2021 10-KT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended ☒ TRANSITION REPORT PURSUANT TO SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from January 1, 2021 to June 30, 2021 Commission file number 000-56218 Ael

August 30, 2021 S-1

As filed with the Securities and Exchange Commission on August 30, 2021

As filed with the Securities and Exchange Commission on August 30, 2021 Registration No.

August 23, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-146316 AELUMA,

August 19, 2021 8-K

Current Report

8-K 1 ea146171-8kaelumainc.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2021 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdi

August 16, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER CUSIP NUMBER - (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: June 30, 2021 o Transition Report on Form 10-K o Tra

July 9, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2021 (June 30, 2021) Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-2807351 (State or other jurisdiction of incorporation) (Commissi

July 1, 2021 8-K/A

Entry into a Material Definitive Agreement, Changes in Registrant's Certifying Accountant

8-K/A 1 ea143654-8ka1aeluma.htm AMENDMENT NO. 1 TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2021 (June 22, 2021) Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware

July 1, 2021 EX-16.1

Letter from Raich Ende Malter & Co. LLP as to the change in certifying accountant, dated June 28, 2021***

Exhibit 16.1 June 28, 2021 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Ladies and Gentlemen: We have read the section under the heading ?Changes in Registrant?s Certifying Accountant? included in the Form 8-K of Aeluma, Inc. to be filed on or about June 28, 2021 and agree with the statements contained therein as they relate to our firm. We have no basis to agree or di

June 30, 2021 SC 13D

Klamkin Jonathan - SCHEDULE 13D

Securities and Exchange Commission, Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AELUMA, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) N/A (CUSIP Number) Jonathan Klamkin 27 Castilian Drive Goleta, California 93117 805-351-2707 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June

June 30, 2021 SC 13D

McCarthy Lee - SCHEDULE 13D

Securities and Exchange Commission, Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AELUMA, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) N/A (CUSIP Number) Lee McCarthy 27 Castilian Drive Goleta, California 93117 805-351-2707 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 22,

June 28, 2021 EX-21.1

Subsidiaries of the Registrant (Incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

EX-21.1 13 ea143207ex21-1aeluma.htm SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Subsidiaries of the Registrant Aeluma Operating Co., a corporation formed in the State of Delaware

June 28, 2021 EX-10.6

2021 Equity Incentive Plan and form of award agreements**

EX-10.6 12 ea143207ex10-6aeluma.htm 2021 EQUITY INCENTIVE PLAN AND FORM OF AWARD AGREEMENTS Exhibit 10.6 AELUMA, INC. 2021 EQUITY INCENTIVE PLAN SECTION 1. PURPOSE The purposes of this Equity Incentive Plan (the “Plan”) are to encourage selected employees, officers, directors and consultants of Aeluma, Inc. (together with any successor thereto, the “Company”) and its Affiliates (as defined below)

June 28, 2021 EX-4.1

Form of Lock Up Agreement**

Exhibit 4.1 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made as of June [●], 2021, by and between the undersigned person or entity (the “Restricted Holder”) and Aeluma, Inc. (formerly known as Parc Investments, Inc.), a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement

June 28, 2021 EX-3.3

Amended and Restated Bylaws.**

EX-3.3 5 ea143207ex3-3aeluma.htm AMENDED AND RESTATED BYLAWS Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF AELUMA, INC. (effective as of June 22, 2021) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF

June 28, 2021 EX-3.1

Certificate of Merger relating to the merger of Aeluma Operating Co. with and into Biond Photonics, Inc., filed with the Secretary of State of the State of California on June 22, 2021**

Exhibit 3.1 Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: ?BIOND PHOTONICS, INC.?, A CALIFORNIA CORPORATION, WITH AND INTO ?AELUMA OPERATING CO.? UNDER THE NAME OF ?AELUMA OPERATING CO.?, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF T

June 28, 2021 EX-2.1

Agreement and Plan of Merger and Reorganization among Parc Investments, Inc., Aeluma Operating Co. and Biond Photonics, Inc.**

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among PARC INVESTMENTS INC., a Delaware corporation AELUMA OPERATING CO., a Delaware corporation and BIOND PHOTONICS, INC. (d.b.a. ?Aeluma?), a California corporation June 22, 2021 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 3 1.1 The Merger 3 1.2 The Closing. 3 1.3 Actions at the Closing. 3 1.4 Additional Actions. 4 1.5 Conversion of Co

June 28, 2021 EX-10.4

Form of Subscription Agreement, dated June 22, 2021, by and between the Company and the parties thereto**

EX-10.4 10 ea143207ex10-4aeluma.htm FORM OF SUBSCRIPTION AGREEMENT, DATED JUNE 22, 2021, BY AND BETWEEN THE COMPANY AND THE PARTIES THERETO Exhibit 10.4 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and Parc Investments, Inc. (to be renamed “Aeluma, Inc.” upon

June 28, 2021 EX-99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.3 shall have the meanings ascribed to them in the Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2021, of which this Exhibit 99.3 forms a part and, if not defined in the Form 8-K. Introduction The unaudited

June 28, 2021 EX-3.2

Amended and Restated certificate of incorporation, filed with the Secretary of State of the State of Delaware on June 22, 2021**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AELUMA, INC. Aeluma, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), does hereby certify as follows: A. The name of the Company is Aeluma, Inc. The Company was originally incorporated pursuant to the General Corporation Law of the State of Delaware (?DGCL?) on August 21, 2020 under

June 28, 2021 EX-10.5

Registration Rights Agreement, dated June 22, 2021, by and between the Company and the parties thereto**

Exhibit 10.5 FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , 2021 among Aeluma, Inc., a Delaware corporation (f.k.a. Parc Investments, Inc.) (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser

June 28, 2021 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 ea143207-8kaelumainc.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2021 Aeluma, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56218 85-1083654 (State or other jurisdict

June 28, 2021 EX-10.2

Form of Post-Merger Indemnification Agreement**

EX-10.2 8 ea143207ex10-2aeluma.htm FORM OF POST-MERGER INDEMNIFICATION AGREEMENT Exhibit 10.2 INDEMNITY AGREEMENT This Indemnity Agreement dated as of May , 2021 is made by and between Aeluma, Inc., a Delaware corporation (the “Company”), and [NAME], a director and officer of the Company (“Indemnitee”). RECITALS A. The Company is aware that competent and experienced persons are increasingly reluct

June 28, 2021 EX-4.2

Form of Placement Agent Warrant**

EX-4.2 7 ea143207ex4-2aeluma.htm FORM OF PLACEMENT AGENT WARRANT Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED

June 28, 2021 EX-10.3

Form of Pre-Merger Indemnification Agreement**

Exhibit 10.3 INDEMNITY AGREEMENT This Indemnity Agreement (the ?Agreement?), dated as of , 2021, is entered into by and among Parc Investments, Inc., a Delaware corporation (the ?Parent?), Aeluma Operating Co., a Delaware corporation (?Acquisition Subsidiary? and together with the Parent, the ?Companies?), and the undersigned Indemnitee (the ?Indemnitee?). W I T N E S S E T H: WHEREAS, Indemnitee

June 28, 2021 EX-99.2

Biond Photonics, Inc. Balance Sheets

Exhibit 99.2 Biond Photonics, Inc. Balance Sheets March 31, 2021 December 31, 2020 (Unaudited) ASSETS Current Assets Cash $ 158,454 $ 38,302 Total Current Assets 158,454 38,302 Property and Equipment 119,344 115,888 Deposits 80,865 - Total Assets $ 358,663 $ 154,190 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities Accounts Payable $ 3,456 $ 2,886 Accrued expenses 21,571 8,407 Adv

June 28, 2021 EX-99.1

Biond Photonics, Inc. Balance Sheets

Exhibit 99.1 To the Board of Directors and Stockholders Biond Photonics, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Biond Photonics, Inc. (the Company) as of December 31, 2020 and 2019, and the related statements of operations, stockholders? equity, and cash flows for the year ended December 31, 2020 and for the period from February 28, 2019 (incept

June 11, 2021 SC 14F1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER parc investments, inc. (Exact name of Registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER parc investments, inc. (Exact name of Registrant as specified in its charter) Delaware 000- 56218 85-1083654 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IR

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

10-Q 1 f10q0321parcinvest.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

March 31, 2021 10-K

Annual Report - ANNUAL REPORT

10-K 1 f10k2020parcinvestments.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

February 16, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Parc Investments, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) (CUSIP Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Parc Investments, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) N/A (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

February 16, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Parc Investments, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) (CUSIP Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Parc Investments, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) N/A (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

October 21, 2020 EX-3.2

By-Laws (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on October 21, 2020)

Exhibit 3.2 BY-LAWS OF PARC INVESTMENTS, INC. (a Delaware corporation) ARTICLE I STOCKHOLDERS Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasur

October 21, 2020 EX-10.2

Common Stock Purchase Agreement by and between the Company and Mark Tompkins, dated August 21, 2020

Exhibit 10.2 COMMON STOCK PURCHASE AGREEMENT AGREEMENT (this “Agreement”) entered into as of the 21st day of August, 2020, by and between Parc Investments, Inc., a Delaware corporation (the “Company”), and Mark Tompkins, an individual (the “Purchaser”). WHEREAS, the Purchaser desires to purchase, and the Company desires to sell, an aggregate of 4,750,000 shares (the “Shares”) of the Company’s comm

October 21, 2020 10-12G

- GENERAL FORM FOR REGISTRATION OF SECURITIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Parc Investments, Inc. (Exact name of registrant as specified in its charter) Delaware 85-1083654 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2255 G

October 21, 2020 EX-10.3

Common Stock Purchase Agreement by and between the Company and Ian Jacobs, dated August 21, 2020

Exhibit 10.3 COMMON STOCK PURCHASE AGREEMENT AGREEMENT (this “Agreement”) entered into as of the 21st day of August, 2020, by and between Parc Investments, Inc., a Delaware corporation (the “Company”), and Ian Jacobs, an individual (the “Purchaser”). WHEREAS, the Purchaser desires to purchase, and the Company desires to sell, an aggregate of 250,000 shares (the “Shares”) of the Company’s common st

October 21, 2020 EX-3.1

Certificate of Incorporation

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 03:08 PM 08/21/2020 FILED 03:08 PM 08/21/2020 SR 20206878009 - File Number 3500722 CERTIFICATE OF INCORPORATION OF PARC INVESTMENTS, INC. (Pursuant to Section 102 of the Delaware General Corporation Law) 1. The name of the corporation is Parc Investments, Inc. (the “Corporation”). 2. The address of its registered o

October 21, 2020 EX-10.1

Promissory Note issued by the Company to Mark Tompkins, dated August 21, 2020

Exhibit 10.1 PROMISSORY NOTE Dated: August 21, 2020 FOR VALUE RECEIVED, and intending to be legally bound, Parc Investments Inc., a Delaware corporation (the “Maker”), with an address at 2255 Glades Road, Suite 324A, Boca Raton, Florida 33431, hereby unconditionally and irrevocably promises to pay to the order of Mark Tompkins, an individual (the “Payee”) with an address at Apt. 1, Via Guidino 23,

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