What changed in this filing

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Item 1. Business

2022-09-28 compared with 2021-03-31 · 214 added, 274 removed, 2 unchanged (100% of the section changed)

Investments, Inc.

was incorporated in the State of Delaware on August 21, 2020.

Since inception, the Company has been engaged in organizational

efforts and obtaining initial financing.

The Company was formed as a vehicle to pursue a business combination and has made no efforts

to identify a possible business combination.

As a result, the Company has not conducted negotiations or entered into a letter of intent

concerning any target business.

The business purpose of the Company is to seek the acquisition of or merger with, an existing company.

The Company selected December 31 st as its fiscal year end.

The Company, based on proposed business activities,

is a “blank check”

Securities and Exchange Commission (the “SEC”) defines those companies as

“any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act, and that

has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.”

Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,”

because it has no or nominal

assets (other than cash) and no or nominal operations.

As of December 31, 2020, the Company had $3,325 in cash, and its auditors have

issued an opinion raising substantial doubt about its ability to continue as a going concern.

Many states have enacted statutes, rules

and regulations limiting the sale of securities of “blank check”

companies in their respective jurisdictions.

Management does

not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully

concluded a business combination.

The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long

as it is subject to those requirements.

Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking

the perceived advantages of being a publicly held corporation.

The Company’s principal business objective for the next 12

months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate,

short-term earnings.

The Company will not restrict its potential candidate target companies to any specific business, industry

or geographical location and, thus, may acquire any type of business.

The Company has not conducted any active operations since

inception, except for its efforts to locate suitable acquisition candidates.

The Company’s plan of operation for the remainder

of the fiscal year and beyond such time shall be to continue its efforts to locate suitable acquisition candidates.

date of this filing, the Company has not identified any specific milestones to be achieved by any specific date.

the remainder of the fiscal year and beyond such time, we anticipate incurring costs related to the filing of Exchange Act reports,

and investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs through the use of

funds to be loaned by or invested in us by our stockholders, management or other investors.

Our management and stockholders have

indicated their intent to advance funds on behalf of the Company as needed in order to accomplish its business plan and comply

with its Exchange Act reporting requirements;

however, there are no agreements in effect between the Company and our management

and stockholders specifically requiring that they provide any funds to the Company.

As a result, there are no assurances that

such funds will be advanced or that the Company will be able to secure any additional funding as needed.

analysis of new business opportunities will be undertaken by or under the supervision of the Company’s management.

the date of this filing, the Company has not entered into any definitive agreement with any party, nor have there been any specific

discussions with any potential business combination candidate regarding business opportunities for the Company.

While the Company

has limited assets and no revenues, the Company has unrestricted flexibility in seeking, analyzing and participating in potential

business opportunities in that it may seek out a target company in any type of business, industry or geographical location.

its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:

(a) potential

for growth, indicated by new technology, anticipated market expansion or new products;

(b) competitive

position as compared to other firms of similar size and experience within the industry

segment as well as within the industry as a whole;

and diversity of management, either in place or scheduled for recruitment;

requirements and anticipated availability of required funds, to be provided by the Company

or from operations, through the sale of additional securities, through joint ventures

or similar arrangements or from other sources;

cost of participation by the Company as compared to the perceived tangible and intangible

values and potentials;

extent to which the business opportunity can be advanced;

accessibility of required management expertise, personnel, raw materials, services, professional

assistance and other required items.

applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances

and make a determination based on reasonable investigative measures and available data.

Potentially available business opportunities

may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation

and analysis of such business opportunities extremely difficult and complex.

Due to the Registrant’s limited capital available

for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities

for identifying and completing business combinations.

evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible

given the lack of information that may be available regarding private companies and our limited personnel and financial resources.

We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management

an inspection of its facilities, as necessary and a review of financial and other information, which is made available to us.

due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, including but

not limited to attorneys, accountants, consultants or other such professionals.

As of the date of this filing, the Company has

not specifically identified any third parties that it may engage.

The costs associated with hiring third parties as required to

complete a business combination may be significant and are difficult to determine as such costs may vary depending on a variety

of factors, including the amount of time it takes to complete a business combination, the location of the target company, and

the size and complexity of the business of the target company.

the Company does not intend to retain any entity to act as a “finder”, the Company’s management, through its

various contacts and affiliations with other entities, including Montrose Capital Partners Limited (“Montrose Capital”),

a privately held company that focuses on identifying public markets venture capital investment opportunities in high-growth early-stage

companies, may assist in making introductions to candidates for a potential business combination.

Montrose Capital is sector agnostic;

through its principal owners, it has identified and invested in a wide spectrum of global industries, including biotechnology,

specialty pharmaceuticals, medical devices, robotics, and technology.

Montrose Capital may further assist the Company with due

diligence by identifying a business combination target.

Ian Jacobs, a stockholder and director and the sole officer of the Company,

is an associate of Montrose Capital.

Mark Tompkins, a stockholder and director of the Company, is an officer and principal owner

of Montrose Capital.

Except as described herein, there are currently no other agreements or preliminary understandings between

us and Montrose Capital.

As of the date of this filing, Montrose Capital has not introduced any specific candidate for a potential

business combination to the Company.

limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation

and analysis of a target business before we consummate a business combination.

Management decisions, therefore, will likely be

made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available

to us, would be desirable.

We will be particularly dependent in making decisions upon information provided by the promoters, owners,

sponsors or others associated with the target business seeking our participation.

time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently

be ascertained with any degree of certainty.

The costs of a business combination transaction will be determined by the following

(1) the amount of time it takes to complete a business combination, (2) the location of the target company, (3) the size

and complexity of the business of the target company, (4) whether current stockholders of the Company will retain equity in the

Company, (5) the scope of the due diligence investigation required, (6) the involvement of the Company’s auditors in the

transaction, (7) possible changes in the Company’s capital structure in

connection with the transaction, and (8) whether funds may be raised contemporaneously with the transaction.

The time and costs

required to complete a business combination can be estimated once a business combination target has been identified.

incurred with respect to the evaluation of a prospective business combination that is not ultimately completed will result in

a loss to us.

information obtained from industry professionals including attorneys, investment bankers, and other consultants with experience

in the reverse merger industry, the Company is aware that there are hundreds of shell companies seeking a business combination

As a result, the Company believes it is in a highly competitive market for a small number of business opportunities, which

could reduce the likelihood of consummating a successful business combination.

We are, and will continue to be, an insignificant

participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities.

Many established and well-financed entities, including small public companies and venture capital firms, are active in mergers

and acquisitions of companies that may be desirable target candidates for us.

Nearly all these entities have significantly greater

financial resources, technical expertise and managerial capabilities than we do;

consequently, we will be at a competitive disadvantage

in identifying possible business opportunities and successfully completing a business combination.

These competitive factors may

reduce the likelihood of our identifying and consummating a successful business combination.

addition, management is currently involved with other blank check companies—namely, Patricia Acquisition Corp.

Acquisition Corp., and may become associated with additional blank check companies at any time in the future.

As a result, conflicts

may arise during the pursuit of business combinations with other such companies with which our management is involved or may become

involved with in the future if we and the other blank check companies that our officers and directors are affiliated with desire

to take advantage of the same business opportunity.

this time, the Company has not identified any specific factors or criteria that will be used to determine which entity will proceed

with a proposed transaction in the event of a conflict of interest.

Management reserves the right to use any such criteria as

it determines to be relevant at the time a proposed transaction is presented.

However, in the event a conflict of interest arises

in connection with the identification of a proposed business transaction, the Company’s management and board of directors

will use their reasonable judgment and intend to take all such actions as may be required in order to satisfy its fiduciary duties.

At this time, our management has not identified any specific conflicts of interests.

presently have no employees apart from our management.

Our officer and directors are engaged in outside business activities and

are employed on a full-time basis by other companies.

Our officer and directors will be dividing their time amongst these entities

and anticipate that they will devote very limited time to our business until the acquisition of a successful business opportunity

has been identified.

The specific amount of time that management will devote to the Company may vary from week to week or even

therefore, the specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained

with any level of certainty.

In all cases, management intends to spend as much time as is necessary to exercise its fiduciary

duties as an officer and/or director of the Company, and believes that it will be able to devote the time required to consummate

a business combination transaction as necessary.

expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

of Acquisition

manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs

and desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and

such promoters.

is likely that the Registrant will acquire its participation in a business opportunity through the issuance of its Common Stock

or other securities of the Registrant, which could result in substantial dilution to the equity of stockholders of the Registrant

immediately prior to the consummation of a transaction.

Although the terms of any such transaction have not been identified and

cannot be predicted, it is expected that any business combination transaction the Company may enter into would be structured as

a “tax free”

reorganization.

It should be noted that the criteria for determining whether or not an acquisition is

a so-called “tax free”

reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the

“Code”), depends upon the transaction meeting certain statutory and non-statutory requirements.

are different types of statutory requirements for each type of tax-free reorganization and thus each transaction must be reviewed

carefully to determine its eligibility for a tax-free reorganization.

One of the statutory requirements in a tax-free reorganization

is that at least a certain percentage of the total consideration in the transaction must be voting stock of the acquirer corporation.

This could result in substantial dilution to the equity of those who were stockholders of the Registrant prior to such reorganization.

In addition, post- transaction dispositions of Registrant’s stock received as consideration could have implications for

the tax-free nature of the transaction in question.

The Company does not intend to supply disclosure to stockholders concerning

a target company prior to the consummation of a business combination transaction, unless required by applicable law or regulation.

In the event a proposed business combination involves a change in majority of directors of the Company, the Company will file

and provide to stockholders a Schedule 14F-1, which shall include, information concerning the target company, as required.

Company will file a current report on Form 8-K, as required, within four business days of a business combination which results

in the Company ceasing to be a shell company.

This Form 8-K will include complete disclosure of the target company, including

audited financial statements.

present stockholders of the Registrant will likely not have control of a majority of the voting securities of the Registrant following

a reorganization transaction.

As part of such a transaction, all or a majority of the Registrant’s directors may resign

and one or more new directors may be appointed without any vote by stockholders.

the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or

approval by stockholders.

In the case of a statutory merger or consolidation directly involving the Company, it will likely be

necessary to call a stockholders’

meeting and obtain the approval of the holders of a majority of the outstanding securities.

The necessity of obtaining such stockholder approval may result in delay and additional expense in the consummation of any proposed

transaction and will also give rise to certain appraisal rights to dissenting stockholders.

Most likely, management will seek

to structure any such transaction so as not to require stockholder approval.

Company intends to search for a target for a business combination by contacting various sources including, but not limited to,

our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys.

The approximate number of

persons or entities that will be contacted is unknown and dependent on whether any opportunities are presented by the sources

that we contact.

Due to our management’s affiliation with Montrose Capital, we expect that Montrose Capital may be able

to assist the Company in identifying a business combination target for us.

We currently do not have any agreements or preliminary

agreements between us and any other entities including but not limited to Montrose Capital.

is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant

agreements, disclosure documents and other instruments will require substantial management time and attention and substantial

cost for accountants, attorneys and others.

The costs that will be incurred are difficult to determine with any degree of specificity

at this time, as such costs are expected to be dependent on factors such as (1) the amount of time it takes to identify and complete

a business combination transaction;

(2) the location, size and complexity of the business of the target company;

(3) whether current

stockholders of the Company will retain equity in the Company;

(4) the scope of the due diligence investigation required;

the involvement of the Company’s auditors in the transaction;

(6) possible changes in the Company’s capital structure

in connection with the transaction;

(7) and whether funds may be raised contemporaneously with the transaction.

If a decision

is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might

not be recoverable.

Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the

failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.

Other than as described

below, the Company has not established a timeline with respect to the identification of a business combination target.

Growth Company

Company is an “emerging growth company,”

as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS

Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public

companies that are not “emerging growth companies”

including, but not limited to, not being required to comply with

the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections

14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of stockholders on executive compensation

and any golden parachute payments not previously approved.

Company has elected to use the extended transition period for complying with new or revised accounting standards under Section

102(b)(1) of the JOBS Act.

This election allows us to delay the adoption of new or revised accounting standards that have different

effective dates for public and private companies until those standards apply to private companies.

As a result of this election,

our financial statements may not be comparable to companies that comply with public company effective dates.

will remain an “emerging growth company”

for up to five years, although we will lose that status sooner if our revenues

are $1.07 billion or more, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value

of our common stock that is held by non-affiliates exceeds $700 million as of the end of the second quarter of any fiscal year

following the anniversary of the initial reporting.

the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under

the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging

growth company may continue to be available to us as a smaller reporting company, including:

(1) not being required to comply

with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act;

(2) scaled executive compensation disclosures;

and (3) the requirement to provide only two years of audited financial statements, instead of three years.

develops novel optoelectronic devices for sensing and communications applications.

Aeluma has pioneered a technique to manufacture devices

using high performance compound semiconductor materials on large diameter silicon wafers that are commonly used to manufacture mass market

microelectronics.

This enables cost effective manufacturing of high performance photodetector array circuits for imaging applications

in mobile devices.

This technology has the potential to enhance the performance and capability of camera image sensors, LiDAR (Light

Detection and Ranging), AR/VR (augmented reality/virtual reality), facial recognition, and other applications.

were incorporated as Parc Investments, Inc.

in the State of Delaware on August 21, 2020.

Prior to the Merger (as defined below), we were

a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange

June 22, 2021, our board of directors and all of our pre-Merger stockholders approved a restated certificate of incorporation, which

was effective upon its filing with the Secretary of State of the State of Delaware on June 22, 2021 and through which we changed our

name to “Aeluma, Inc.” On June 22, 2021, our board of directors also adopted restated bylaws.

June 22, 2021, Biond Photonics, Inc., a privately held California corporation (“Biond Photonics”) merged with and into our

wholly owned subsidiary, Aeluma Operating Co., a corporation formed in the State of Delaware on June 22, 2021 (“Acquisition Sub”).

Pursuant to this transaction (the “Merger”), Acquisition Sub was the surviving corporation and remained our wholly owned

subsidiary, and all of the outstanding stock of Biond Photonics was converted into shares of our common stock.

a result of the Merger, we acquired the business of Biond Photonics and will continue the existing business operations of Biond Photonics

as a public reporting company under the name Aeluma, Inc.

accordance with “reverse merger” or “reverse acquisition” accounting treatment, our historical financial statements

as of period ends, and for periods ended, prior to the Merger were replaced with the historical financial statements of Biond Photonics

prior to the Merger, in all the filings with the U.S.

Securities and Exchange Commission (the “SEC”).

develop novel optoelectronic devices for sensing and communications applications.

Aeluma has pioneered a technique to manufacture devices

using high performance compound semiconductor materials on large diameter silicon wafers that are commonly used to manufacture mass market

microelectronics.

This enables cost effective manufacturing of high performance photodetector array circuits for imaging applications

in mobile devices.

These devices may be used as image sensors that generate an image by detecting light, in a manner similar to a digital

camera taking pictures.

Our devices may incorporate additional functionality for 3D image capture when integrated into various system

architectures.

This technology has the potential to enhance the performance and capability of camera image sensors, LiDAR, AR/VR, facial

recognition, and other applications.

Aeluma has acquired a key piece of manufacturing equipment and has its headquarters in Goleta, CA

with a manufacturing cleanroom to operate this equipment.

we will leverage compound semiconductor materials including indium gallium arsenide (InGaAs), our devices may operate out to longer wavelengths,

up to at least 1,600 nm, which is advantageous for a number of reasons including eye safety.

Beyond 1,400 nm is considered eye safe at

significantly higher optical power levels relative to that at shorter wavelengths.

Therefore, for LiDAR sensing systems, the range (the

detectable object distance) can be increased significantly.

Operating at specific longer wavelengths (for example, near 1,550 nm) also

enables imaging both in low light (dark) conditions, as well as in direct sunlight.

Therefore, images could be captured outdoors and

in various conditions.

will continue to develop its technology that includes novel materials and devices based on those novel materials.

Our primary focus is

to manufacture high performance photodetector array circuits for image sensors.

Initial efforts aim to penetrate the 3D imaging and sensing

(mobile and consumer, defense and aerospace, industrial, medical, auto) and LiDAR (robotic vehicles, advanced driver assistance systems

(ADAS), topography, wind, industrial) markets.

As we are currently operating in a research and development (R&D) phase, we do not

have any commercial products at this time.

technology is based on heterogeneous integration of compound semiconductor materials on silicon.

This heterogeneous integration enables

the subsequent device fabrication and manufacturing in silicon manufacturing environments that are suited to large-volume production.

Manufacturing on silicon also enables unique device configurations that are either not possible, challenging, or cost prohibitive relative

to manufacturing on traditional compound semiconductor substrates.

are two primary classes of image sensors currently in the market:

low-cost silicon sensors for mass market applications, and high performance

InGaAs sensors deployed primarily in specialty applications.

The major suppliers of silicon CMOS (complementary metal-oxide semiconductor)

image sensors include Sony, Samsung, Omnivision, On Semi, STM, Panasonic, Canon, SK Hynix, and others (Source:

Yole Development, www.yole.fr).

The major suppliers of InGaAs sensors include Hamamatsu, Sumitomo, FLIR/Teledyne, Princeton Lightwave/Argo AI, Sensors Unlimited, Excelitas,

and others (Source:

Markets and Markets, www.marketsandmarkets.com).

believe that our technology will be able to compete effectively because we are uniquely positioned to outperform silicon CMOS image sensors

while achieving a cost of manufacturing that is lower than that for traditional InGaAs sensors.

Compared to silicon, InGaAs demonstrates

higher detection sensitivity and a broader wavelength absorption spectrum.

Silicon absorbs or detects light in the visible spectral region

(400-750 nm) and partially in the near infrared (NIR) spectral region (greater than 750 nm), cutting off near 940 nm.

InGaAs not only

demonstrates higher absorption in the visible and NIR, but also extends well into the shortwave infrared (SWIR) spectrum (1,000-2,500

nm), cutting off near 1,700 nm, with the ability to extend beyond 2,000 nm using strained InGaAs material.

believe that we are also positioned to win on price in competing with current InGaAs sensors while having the ability to realize much

larger area photodetector arrays because of our ability to manufacture on up to 12-inch silicon wafers, whereas competing InGaAs photodetectors

are manufactured on indium phosphide (InP) wafers that are typically 2-4 inches in size.

Therefore, in addition to realizing many more

sensor chips per wafer, we have the ability to realize array sizes that are larger than what is possible with traditional InGaAs manufacturing

on InP wafers.

and potential competitors have or could have advantages such as greater name recognition, longer operating histories, broader and deeper

product portfolios, larger customer bases, substantially greater financial and other resources, and larger scale manufacturing operations.

However, we believe that our products will have the potential to compete because of our unique ability to manufacture high performance

devices at low cost.

does not currently have customers.

We have, however, engaged with potential customers that wish to procure materials or sensor devices.

Aeluma’s technology is broadly applicable.

Potential markets include automotive LiDAR, industrial LiDAR, robotics, mobile, communications,

defense and aerospace.

Our current strategy is to pursue partnerships with system integrators, including LiDAR companies and Tier 1 automotive

suppliers, or semiconductor manufacturing companies.

Aeluma is also pursuing direct sales relationships.

CMOS image sensors market was approximately $19 billion in 2020 and is projected to be $30 billion in 2026 (Source:

Yole Development).

During 2018, the revenue breakdown by market was 68% mobile, 7% consumer, 8% computing, 6% automotive, 6% security, 3% industrial, 1%

medical, 1% defense and aerospace (Source:

Yole Development, CMOS Image Sensor Industry 2020 report, www.yole.fr).

terms of total market unit sales, the following are projected for 2024:

1.73 billion mobile phones, 131 million tablets, and 113 automotive

vehicles (Source:

www.idc.com).

Manufacturers of mobile phones, tablets, and LiDAR for automotive vehicles may be prospective customers

In the mobile market, Apple arguably leads in terms of deploying advanced capabilities such as LiDAR sensing in their devices;

Apple does not use our technology.

Apple leverages VCSEL (vertical-cavity surface-emitting laser) emitters in conjunction with SPAD (single-photon

avalanche diode) detectors for a LiDAR scanner in smartphones and tablets and such technology “helps to deliver faster, more realistic

augmented reality experiences and improves autofocus in low-light scenes in photos and videos” (https://www.apple.com/newsroom/2021/05/apple-awards-an-additional-410-million-from-its-advanced-manufacturing-fund-to-ii-vi/).

Other major smartphone suppliers include Samsung, Xiaomi, OPPO, vivo, Huawei, and realme (Source:

www.counterpointresearch.com).

addition to smartphone and tablet, other image sensor markets include:

defense and aerospace, industrial, medical, automotive, robotic

vehicles, machine vision, camera, motion detection, smart building and people counting, military, thermal imaging (Source:

Yole Development).

and development will be key to our success, enabling us to differentiate from competitors.

The goal of our research and development efforts

is to maintain leadership in heterogeneous integration of compound semiconductors on silicon for scaling the manufacturing of high performance

optoelectronic devices.

To support research and development, we will pursue government funded programs, although there are no assurances

that such programs will be awarded.

Such programs could not only offset research and development costs, but should provide pathways to

customers, thereby supporting commercialization efforts.

has filed five patent applications with the United States Patent and Trademark Office (USPTO).

We have filed trademarks for the name

“Aeluma” and the slogan “Sensing Reimagined” with the USPTO.

We maintain protection of trade secrets that include

“know-how” and process recipes.

Intellectual Property Approach

strategy for the protection of our proprietary technology is to seek worldwide patent protection with a focus on jurisdictions that represent

significant global semiconductor markets.

However, we will assess on a case-by-case basis whether it is strategically more favorable

to maintain trade secret protection for our inventions and “know-how” rather than pursue patent protection.

Generally, patents

have a term of twenty years from the earliest priority date, assuming that all maintenance fees are paid, no portion of the patent has

been terminally disclaimed and the patent has not been invalidated.

In certain jurisdictions, and in certain circumstances, patent terms

can be extended or shortened.

& Environmental Regulations

primary products are anticipated to be compound semiconductor optoelectronic devices manufactured on silicon substrates, including InGaAs

photodetectors and photodetector arrays.

To the extent that our products are or become subject to U.S.

export controls and regulations,

these regulations may limit the export of our products and technology, and provision of our services outside of the United States, or

may require export authorizations, including by license, a license exception, or other appropriate government authorizations and conditions,

including annual or semi-annual reporting.

Export control and economic sanctions laws may also include prohibitions on the sale or supply

of certain of our products to embargoed or sanctioned countries, regions, governments, persons, and entities.

In addition, various countries

regulate the importation of certain products, through import permitting and licensing requirements, and have enacted laws that could

limit our ability to distribute our products.

The exportation, re-exportation, and importation of our products and technology and the

provision of services, including by our partners, must comply with these laws or else we may be adversely affected, through reputational

harm, government investigations, penalties, and a denial or curtailment of our ability to export our products and technology.

with export control and sanctions laws may be time-consuming and may result in the delay or loss of sales opportunities.

take precautions to prevent our products and technology from being provided in violation of such laws, our products and technology may

have previously been, and could in the future be, provided inadvertently in violation of such laws, despite the precautions we take.

If we are found to be in violation of U.S.

sanctions or export control laws, it could result in substantial fines and penalties for us

and for the individuals working for us.

Export or import laws or sanctions policies are subject to rapid change and have been the subject

of recent U.S.

government actions.

Changes in export or import laws or sanctions policies, may adversely impact our operations,

delay the introduction and sale of our products in international markets, or, in some cases, prevent the export or import of our products

and technology to certain countries, regions, governments, persons, or entities altogether, which could adversely affect our business,

financial condition and results of operations.

seek to comply with all applicable statutory and administrative requirements concerning environmental quality.

Expenditures for compliance

with federal state and local environmental laws have not had, and are not expected to have, a material effect on our capital expenditures,

results of operations or competitive position.

addition, to the extent that our facilities and operations are or become subject to the plant and laboratory safety requirements of various

environmental and occupational safety and health laws in the U.S.

we believe we are in compliance with all such laws and regulations,

and to date, those regulations have not materially restricted or impeded operations.

Further, we believe our processes to be highly efficient,

generating very low levels of waste and emissions.

For this reason, we do not view issues surrounding climate change and any currently

foreseeable related regulations as materially impacting our business and financial statements, beyond any inestimable impact on the macro-economic

are also generally subject to other industry and environmental regulations for electronic and semiconductor products such as the Restriction

of Hazardous Substances Directive 2002/95/EC.

Manufacturing

have established a manufacturing and R&D facility at our headquarters in Goleta, CA.

We have installed key equipment and we plan

to control our core materials manufacturing and development.

In addition to our facility, we work with a variety of vendors and are establishing

relationships with industrial foundries to build out our manufacturing supply chain.

currently do not have revenue or sales contracts.

activities include direct relationships with potential customers and partners.

We are under nondisclosure agreement (NDA) with a number

of potential customers and partners, several of which have either visited Aeluma or hosted a visit by Aeluma representatives at their

currently has nine employees, eight that are full time and one that is part time.

The majority of employees work in engineering.

employee supports business development.

We plan to hire additional persons on an as-needed basis.

On a case by case basis, Aeluma may

offer stock options to employees for attraction and retention.

is no material litigation, arbitration, governmental proceeding or any other legal proceeding currently pending or known to be contemplated

against us or any members of our management team in their capacity as such, and we and the members of our management team have not been

subject to any such proceeding in the 10 years preceding the date of this report.

We may however be involved, from time to time, in claims

and lawsuits incidental to the conduct of our business in the ordinary course.

We carry insurance coverage in such amounts as we believe

to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect of these matters.

do not believe that the ultimate resolution of these matters will have a material adverse impact on our consolidated financial position,

cash flows or results of operations, but cannot guarantee same.

Risk Factors.

a “smaller reporting company”

as defined by Item 10 of Regulation S-K, the Company is not required to provide this

a smaller reporting company, we are not required to provide the information called for by this Item.

However, we encourage you to review

the risk factors included in our registration statement on Form S-1 (File No.

333-259179) that was declared effective by the SEC on January

Unresolved Staff Comments.

a “smaller reporting company”

as defined by Item 10 of Regulation S-K, the Company is not required to provide this

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business