AELUMA INC：2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJune 30,2025 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number:001-42570 AELUMA, INC.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ 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),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ 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 theregistrant was required to submit such files).Yes☒No☐ 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,” “smallerreporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the registrant’s common stock, par value $0.0001 per share, held by non-affiliates of the registrant as ofDecember 31, 2024, as computed by reference to $7.65, the price at which the common stock was last sold, was approximately $77.8million. As of September 7, 2025, there were15,892,887shares of the issuer’s common stock, $0.0001 par value per share, outstanding, and noshares of preferred stock, $0.0001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PagePART I1Item 1.Business.1Item 1A.Risk Factors.6Item 1B.Unresolved Staff Comments.30Item 1C.Cybersecurity.30Item 2.Properties.30Item 3.Legal Proceedings.30Item 4.Mine Safety Disclosure.30PART II31Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.31Item 6.Reserved.31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.31Item 7A.Quantitative and Qualitative Disclosures about Market Risk.36Item 8.Financial Statements and Supplementary Data.F-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.37Item 9A.Controls and Procedures.37Item 9B.Other Information.38Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.38PART III39Item 10.Directors, Executive Officers and Corporate Governance.39Item 11.Executive Compensation.45Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.48Item 13.Certain Relationships and Related Transactions, and Director Independence.49Item 14.Principal Accounting Fees and Services.50PART IV51Item 15.Exhibit and Financial Statement Schedules.51Item 16.Form 10-K Summary.52SIGNATURES53i INTRODUCTORY NOTE Unless otherwise stated or the context otherwise indicates, references to “Aeluma,” the “Company,” “we,” “our,” “us,” or similarterms refer to Aeluma, Inc. and Subsidiary. Special Note Regarding Forward-Looking Statements This report contains forward-looking statements