Aeluma Inc美股招股说明书(2025-09-18版)

We are offering 1,700,000 shares of our common stock, par value $0.0001 per share. Our common stock is listed on The Nasdaq Capital Market under the symbol “ALMU.” On September16, 2025, the last reported saleprice of our common stock on The Nasdaq Capital Market (“Nasdaq”) was $17.11 per share. Investing in our common stock involves a high degree of risk. See “Risk Factors” on page S-4 of this prospectus supplementand in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminaloffense. PerShareTotalPublic offering price$13.00$22,100,000Underwriting discounts and commissions(1)$0.91$1,547,000Proceeds to us, before expenses$12.09$20,553,000 (1)For additional information about the expenses for which we have agreed to reimburse the underwriters in connection with thisoffering, see “Underwriting” beginning on page S-8 of this prospectus supplement. We have granted the underwriters an option to purchase up to an additional 255,000 shares of our common stock from us at the publicoffering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus supplement. See“Underwriting” for more information. The underwriters expect to deliver the shares to purchasers on or about September 19, 2025. Sole Book-Running Manager Craig-Hallum Co-Manager Table of Contents PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-6DILUTIONS-7UNDERWRITINGS-8LEGAL MATTERSS-10EXPERTSS-10WHERE YOU CAN FIND MORE INFORMATIONS-11INFORMATION INCORPORATED BY REFERENCES-11 PROSPECTUS PageABOUT THIS PROSPECTUSiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiiABOUT AELUMA1RISK FACTORS6USE OF PROCEEDS7DILUTION7DESCRIPTION OF SECURITIES TO BE REGISTERED8PLAN OF DISTRIBUTION23LEGAL MATTERS25EXPERTS25WHERE YOU CAN FIND MORE INFORMATION25INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE26 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated August8, 2025, are part of a registration statement on Form S-3(File No. 333-289135) utilizing a shelf registration process that we filed with the Securities and Exchange Commission (“SEC “) andthat was declared effective by the SEC on August 8, 2025. Under this shelf registration process, we may, from time to time, offercommon stock, preferred stock, debt securities, warrants and units, of which this offering is a part. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering ofcommon stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, includingthe documents incorporated by reference therein, provides more general information. Generally, when we refer to this prospectus, weare referring to both parts of this document combined. To the extent there is a conflict between the information contained in thisprospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any documentincorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should relyon the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement inanother document having a later date-for example, a document incorporated by reference in the accompanying prospectus-thestatement in the document having the later date modifies or supersedes the earlier statement. We have not, and the underwriters have not, authorized anyone to provide you with any information other than that contained orincorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus that we haveauthorized for use in connection with this offering. We and the underwriters take no responsibility for, and can provide no assurance asto the reliability of, any other information that others may give you. The information contained in this prospectus supplement, theaccompanying prospectus, any free writing prospectus that we have authorized for use in connection with this offering, including thedocuments incorporated by reference herein or therein, is accurate only as of the respective dates thereof, regardless of the time ofdelivery of this prospectus supplement and the accompanying prospectus or of any sale of our common stock. Our business, financialcondition, results of oper