Aeluma Inc美股招股说明书(2026-03-20版)

Up to $50,000,000 Common Stock We have entered into a Sales Agreement (the “Sales Agreement”), with Roth Capital Partners, LLC as representative (the“Representative”) and Craig-Hallum Capital Group LLC, Northland Securities, Inc. and The Benchmark Company, LLC (collectively,the “Agents”), dated March 20, 2026, relating to shares of our common stock, par value $0.0001 per share, offered by this prospectussupplement. In accordance with the terms of the Sales Agreement, under this prospectus supplement, we may offer and sell shares ofour common stock having an aggregate offering price of up to $50,000,000 from time to time through the Agents, acting as our salesagent or principal. Our common stock is listed on The Nasdaq Capital Market under the symbol “ALMU.” On March 19, 2026, the last reportedsale price of our common stock on The Nasdaq Capital Market (“Nasdaq”) was $14.06 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by anymethod permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended(the “Securities Act”). The Agents will act as sales agents on a best-efforts basis using commercially reasonable efforts consistent withtheir normal trading and sales practices, on mutually agreed terms between the Representative and us. There is no arrangement forfunds to be received in any escrow, trust or similar arrangement. The Agents will be entitled to compensation at a commission rate equal to up to 3% of the gross proceeds of any shares ofcommon stock sold under the Sales Agreement. In connection with the sale of the common stock on our behalf, each of the Agents willbe deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Agents will be deemed to beunderwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Agents with respect tocertain liabilities, including liabilities under the Securities Act. See “Plan of Distribution” regarding the compensation to be paid to theAgents. We are an “emerging growth company” and a “smaller reporting company” as defined in the U.S. federal securities laws and,therefore, we will be subject to reduced public company reporting requirements for this prospectus supplement and future filings. Investing in our common stock involves a high degree of risk. Before making an investment decision, please read theinformation under the heading “Risk Factors” starting on page S-3 in this prospectus supplement and in the documentsincorporated 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 ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. Roth Capital Partners Northland Securities Craig-Hallum Benchmark, a StoneX Company The date of this prospectus is March 20, 2026 Table of Contents PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2RISK FACTORSS-3USE OF PROCEEDSS-4DILUTIONS-5PLAN OF DISTRIBUTIONS-6LEGAL MATTERSS-7EXPERTSS-7WHERE YOU CAN FIND MORE INFORMATIONS-8INFORMATION INCORPORATED BY REFERENCES-8 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, some of which may not apply to this offering.Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflictbetween the info