Aeluma Inc美股招股说明书(2025-03-27版)

3,298,572 Shares of Common Stock114,285 Underwriter Warrants114,285 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 sharesof common stock, $0.0001 per share (the “Common Stock”). The public offering price is $5.25 per share of Common Stock. Thisprospectus also includes the resale of 898,573 shares of Common Stock (the “Resale Shares”) underlying convertible notes issued tocertain investors via private transactions that occurred in 2024 via private transactions, which are convertible into shares of CommonStock (the “Notes”), based on converting the Notes at the Ceiling Price. As the selling shareholders named herein (the “SellingShareholders”) may start to sell their shares simultaneously with this offering, they will sell Resale Shares at prevailing market pricesor privately negotiated prices. We will not receive any proceeds from the sales by the Selling Shareholders. Our Common Stock was previously quoted on the OTCQB under the symbol “ALMU.” Our common stock has been approved forlisting on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ALMU” and will commence trading on the Nasdaq on March 27,2025. Investing in our securities involves a high degree of risk. See “Risk Factors” starting on page 7 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Proceeds to the Company (before expenses) (1)Represents underwriting discount of 7.0% of the shares of Common Stock sold. We refer you to the section of this prospectusentitled “Underwriting” for additional information regarding underwriter compensation. (2)The registration statement, of which this prospectus is a part, also registers for sale a warrant to purchase shares of Common Stockto be issued to the underwriter. We have agreed to issue the warrant to the underwriter as a portion of the underwritingcompensation payable to the underwriter in connection with this offering. We refer you to the section of this prospectus entitled“Underwriting” for additional information regarding underwriter compensation. (3)Based on the price to the public in this Offering of $5.25 per share of Common Stock. The Selling Shareholders will offer their shares of Common Stock through their brokerage firms and there is no termination date of theSelling Shareholders’ offering. The Selling Shareholders may sell their shares of Common Stock described in this prospectus in anumber of different ways and at varying prices.The Selling Shareholders will be able sell their shares of Common Stock at prevailingmarket prices or privately negotiated prices. We have granted the underwriter an option to purchase up to an additional 342,857 shares of Common Stock from us at the publicoffering price, less the underwriting discount, to cover over-allotments, if any. The underwriter expects to deliver the shares of Common Stock to purchasers on or about March 28, 2025, subject to customaryclosing conditions, including that, upon the closing of the offering, the Common Stock would qualify for listing on a nationalexchange. Craig-Hallum The date of this prospectus is March 26, 2025 TABLE OF CONTENTS PROSPECTUS CONVENTIONSiiiINDUSTRY AND MARKET DATAivPROSPECTUS SUMMARY1THE OFFERING5RISK FACTORS7SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS34USE OF PROCEEDS36CAPITALIZATION37DILUTION38MARKET PRICE AND DIVIDENDS ON OUR COMMON EQUITY AND RELATE STOCKHOLDERMATTERS40MANAGEMENT’S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OFOPERATIONS41BUSINESS46MANAGEMENT50EXECUTIVE COMPENSATION56SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT59RELATED PARTY TRANSACTIONS OF DIRECTORS AND EXECUTIVE OFFICERS OF THE COMBINEDCOMPANY60DESCRIPTION OF SECURITIES61SHARES ELIGIBLE FOR FUTURE SALE67CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS69SELLING STOCKHOLDERS63UNDERWRITING71DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACTLIABILITIES76LEGAL MATTERS78EXPERTS78WHERE YOU CAN FIND MORE INFORMATION78 About this Prospectus We and the underwriter have not authorized anyone to provide any information or to make any representations other than thosecontained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. Wetake no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. Thisprospectus is an offer to sell only the shares of Common Stock offered hereby, but only under circumstances and in jurisdictions whereit is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted orwhere the person making the offer or sal