Aeluma Inc美股招股说明书(2025-11-25版)

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 share (the “Common Stock”). Our common stock is currently quoted on the Nasdaq Capital Market under thesymbol “ALMU.” Accordingly, the selling stockholders may sell all or a portion of their shares through public or private transactionsat prevailing market prices at the time of sale or at privately negotiated prices through the means described in this prospectus under thesection titled, “Plan of Distribution.” As of November 21, 2025, the last reported sales price for our Common Stock as quoted on theNasdaq Capital Market was $12.63 per share. There is a limited public trading market for our Common Stock. For the details about the selling stockholder, please see “Selling Stockholders.” The selling stockholders may sell the shares of ourcommon stock offered by this prospectus from time to time through the means described in this prospectus under the section titled“Plan of Distribution.”Any commissions received by such broker-dealers or agents and any profit on the resale of the sharespurchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The maximum amount ofany compensation to be received by any FINRA member will not be greater than an amount that is considered fair and reasonable forthe sale of any securities being registered. Each selling stockholder has informed us that it does not as of the date hereof have anyagreement or understanding, directly or indirectly, with any person to distribute the common stock. The Selling Stockholders aresubject to the prospectus delivery requirements of the Securities Act. To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase pricesand public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to aparticular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to theregistration statement of which this prospectus is a part. The shares are being registered to permit the selling stockholder, or its respective pledgees, donees, transferees, or other successors-in-interest, to sell the shares from time to time in the public market. We do not know when or in what amount the selling stockholder mayoffer the securities for sale. The selling stockholder may sell some, all or none of the securities offered by this prospectus. We will pay the expenses of registering these shares. We will not receive proceeds from the sale of our shares by the sellingstockholder that are covered by this prospectus. We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to salesof shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of thisprospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose ofsatisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer thatparticipates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the SecuritiesAct. You should read this prospectus, together with additional information described under the headings “Incorporation of CertainInformation by Reference” and “Where You Can Find More Information”, carefully before you invest in any of our securities. Investing in our securities involves a high degree of risk. See “Risk Factors” starting on page 6 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. The date of this prospectus is November 25, 2025 TABLE OF CONTENTS PROSPECTUS CONVENTIONSiiINDUSTRY AND MARKET DATAiiPROSPECTUS SUMMARY1THE OFFERING5RISK FACTORS6SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS32USE OF PROCEEDS34MANAGEMENT’S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OFOPERATIONS36BUSINESS43MANAGEMENT48EXECUTIVE COMPENSATION54SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT56RELATED PARTY TRANSACTIONS OF DIRECTORS AND EXECUTIVE OFFICERS OF THE COMBINEDCOMPANY57DESCRIPTION OF SECURITIES58SELLING STOCKHOLDERS61PLAN OF DISTRIBUTION68LEGAL MATTERS72EXPERTS72WHERE YOU CAN FIND MORE INFORMATION72 You should rely only on the information contained in this prospectus or in any free writing prospectus that we