Aeluma Inc. 美股招股说明书（2025年5月14日版）

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., aDelaware corporation (the “Company,” “we,” “us,” or “our”) dated October 7, 2024, as amended (the “Prospectus”), with the A.Our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, filed with the Securities Exchange Commissionon May 9, 2025. This Prospectus Supplement should be read in conjunction with the Prospectus, which is required to be delivered with thisProspectus Supplement.This Prospectus Supplement updates, amends and supplements the information included in the Prospectus. If This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, theProspectus, including any amendments or supplements to it. The purchase of the securities offered through the Prospectus involves a high degree of risk. Before making anyinvestment in our common stock and/or warrants, you should carefully consider the risk factors section beginning on page 6 ofthe Prospectus. You should rely only on the information contained in the Prospectus, as supplemented or amended by this ProspectusSupplement and any other prospectus supplement or amendment thereto. We have not authorized anyone to provide you withdifferent information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminaloffense. The date of this Prospectus Supplement is May 12, 2025 Index to Filings Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule12b-2 of the Exchange Act).Yes☐No☒ As of May 7, 2025, there were 15,795,467 shares of the issuer’s common stock, $0.0001 par value per share, outstanding and no shareof preferred stock, $0.0001 par value per share, outstanding. TABLE OF CONTENTS (unaudited)2Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended March 31, 2025 PART I – FINANCIAL INFORMATION Aeluma, Inc. and SubsidiaryNotes to Consolidated Financial Statements (unaudited) Note 1 – The Company Aeluma, Inc. (the “Company”) develops novel optoelectronic and electronic devices for sensing, communication, and computingapplications. Aeluma has pioneered a technique to produce semiconductor materials and chips using high-performance compoundsemiconductors on large-diameter substrates commonly used to manufacture mass market microelectronics. This enables cost-effectivemanufacturing of high-performance photodetectors and photodetector arrays for imaging applications in mobile devices and otherapplications. Aeluma’s technology is broadly applicable across mobile, automotive, AI, defense & aerospace, communication, AR/VR,high-performance computing, and quantum computing. Aeluma is based in Goleta, California, where the Company operates in a 9,000 Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been presented in accordance with accounting principles generally acceptedin the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist inunderstanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of theCompany’s management, who is responsible for the Company’s integrity and objectivity. This Quarterly Report on Form 10-Q for thequarter ended March 31, 2025, should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended June