Aeluma Inc美股招股说明书(2026-02-09版)

This prospectus relates to the registration and resale by the selling stockholders named under the heading “Selling Stockholders” inthis prospectus (which term as used in this prospectus includes its respective transferees, pledgees, distributees, donees and successors-in-interest, each a “selling stockholder” and, collectively, the “selling stockholders”) of up to 14,011,726 shares (the “Shares”) of ourcommon stock, par value $0.0001 per share, of Aeluma, Inc., a Delaware corporation (the “Company”), which includes: up to (i)4,000,000 shares of our common stock issued in a private placement offering during the three months ended September 30, 2021 (the“2021 Offering”); (ii) 50,000 shares of our common stock issued to the placement agent and up to 360,000 shares of our commonstock issuable upon exercise of warrants issued to the placement agents in connection with the 2021 Offering (the “First PlacementAgent Warrants”); (iii) 4,100,002 shares of our common stock issued as a result of the conversion of Biond Photonics, Inc. (“Biond”)shares into shares of our common stock that occurred in connection with the merger between Biond and the Company (the “Merger”);(iv) 2,500,000 shares of our common stock held by our stockholders prior to the Merger; (v) 2,017,498 shares of our common stockissued in a private placement offering via entry into subscription agreements with certain accredited investors in 2023 (the “2023Offering”); (vi) 85,653 shares of our common stock issuable upon exercise of warrants issued to the placement agents in connectionwith the 2023 Offering (the “Second Placement Agent Warrants” and together with the First Placement Agent Warrants, the“Warrants”); and (vii) 898,573 shares of our common stock underlying convertible notes (the “Notes”) issued to certain investors viaprivate transactions that occurred in 2024. This prospectus provides you with a general description of such securities and the general manner in which the selling stockholdersmay offer or sell their securities. More specific terms of any securities that the selling stockholders may offer or sell may be providedin a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and theterms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. We are registering the securities described above for resale pursuant to, among other things, the selling stockholders’ registration rightsunder certain agreements between us and the selling stockholders. Our registration of the securities covered by this prospectus does notmean that either we or the selling stockholders will issue, offer or sell, as applicable, any of the securities. We will not receive any ofthe proceeds from such sales of the shares of our common stock, except with respect to amounts received by us upon the exercise ofthe Warrants for cash. The selling stockholders may sell the shares of our common stock offered by this prospectus from time to timethrough the means described in this prospectus under the caption “Plan of Distribution.” We will bear all costs, expenses and fees in connection with the registration of the shares of our common stock. The sellingstockholders will bear all discounts, concessions, commissions and similar selling expenses, if any, attributable to their respective salesof the shares of our common stock. Our common stock is currently traded on The Nasdaq Capital Market, LLC (“Nasdaq”) under the ticker symbol “ALMU”. OnFebruary 6, 2026, the last reported sale price of our common stock on Nasdaq was $15.06 per share. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read theentire prospectus and any amendments or supplements carefully before you make your investment decision. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, assuch, are eligible for reduced public company reporting requirements. See “Prospectus Summary — Implications of Being anEmerging Growth Company and a Smaller Reporting Company.” Investing in our common stock involves a high degree of risk. Please consider carefully the risks described in this prospectus under“Risk Factors” beginning on page 4 of this prospectus and in our filings with the Securities and Exchange Commission. 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. This prospectus is dated February 6, 2026 TABLE OF CONTENTS Page No.ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING3RISK FACTORS4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6SELLING STOCKHOLDERS7PLAN OF DISTRIBUTION15LEGAL MATTERS16WHERE YOU CAN FIND MORE INFORMATION16EX