What changed in this filing

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Item 9A. Controls and Procedures

2022-09-28 compared with 2021-03-31 · 719 added, 476 removed, 10 unchanged (99% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports

filed under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information

is accumulated and communicated to our management, including the Principal Executive Officer and Principal Financial Officer,

as appropriate to allow timely decisions regarding required disclosure.

As the Company is a shell company with no or nominal business

operations, Mr.

Jacobs would immediately become aware of matters that would require disclosure under the Exchange Act.

connection with the preparation of this Form 10-K, management, with the participation of our Principal Executive Officer and Principal

Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined

in Exchange Act Rule 13a-15(e) and 15d-15(e)).

Based on that evaluation, our Principal Executive and Financial Officer concluded

that our disclosure controls and procedures were effective, as of the end of the period covered by this Form 10-K.

Management’s

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is

defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control system was designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance

with generally accepted accounting principles.

Because of inherent limitations, a system of internal control over financial reporting

Disclosure controls and procedures

(as defined in Exchange Act Rule 15d-15(e)) are designed with the objective of ensuring that information required to be disclosed in our

reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time periods specified

in the SEC’s rules and forms.

Disclosure controls and procedures are also designed with the objective of ensuring that such information

is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate,

to allow timely decisions regarding required disclosure.

Our Chief Executive Officer

(principal executive officer) and Principal Financial Officer (principal financial officer), based on their evaluation of our disclosure

controls and procedures as of June 30, 2022, concluded that our disclosure controls and procedures were ineffective as of that date.

Internal Control Over Financial Reporting

Management’s annual

report on internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal

control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Internal control over financial reporting is

a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial

statements for external purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting

may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to

the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or

procedures may deteriorate.

management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020,

using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—

Integrated Framework version 2013.

Based on its evaluation, our management concluded that our internal control over financial

reporting was effective as of December 31, 2020.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm, regarding

internal controls over financial reporting.

Our internal control over financial reporting was not subject to such attestation

as we are a “smaller reporting company”

as defined by Item 10 of Regulation S-K.

in Internal Controls over Financial Reporting

have been no changes in our internal control over financial reporting identified in connection with the evaluation required by

paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the period covered by this 10-K that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

of the Effectiveness of Control

control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives

of the control system are met.

Because of the inherent limitations of any control system, no evaluation of controls can provide

absolute assurance that all control issues, if any, within a company have been detected.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk

that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures

may deteriorate.

Our management, with the participation

of our Chief Executive Officer (principal executive officer) and Principal Financial Officer (principal financial officer), has assessed

the effectiveness of our internal control over financial reporting as of June 30, 2022.

In making this assessment, management used the

criteria set forth in the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework

Based on the assessment using

those criteria, management concluded that, as of June 30, 2022, our internal control over financial reporting was ineffective due to an

insufficient number of personnel with appropriate technical accounting and SEC reporting expertise to adhere to certain control disciplines

and to evaluate and properly record certain non-routine and complex transactions.

A material weakness in internal

control over financial reporting is a deficiency, or combination of deficiencies, in internal control over financial reporting such that

there is a reasonable possibility that a material misstatement of the annual or interim financial statements would not be prevented or

detected on a timely basis.

Attestation report of the

registered public accounting firm.

This report does not include an attestation report of our independent registered public accounting

firm regarding internal control over financial reporting.

Our management’s report was not subject to attestation by our independent

registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this report.

Changes in internal control

over financial reporting.

There were no changes in our internal control over financial reporting (as the term is defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended June 30, 2022 that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent

Not Applicable.

Directors, Executive Officers and Corporate Governance.

officers and directors and additional information concerning them are as follows:

President, Chief Executive Officer, Chief Financial

Officer, Secretary and Director

Mark Tompkins

Jacobs has served as the Company’s President, Secretary, Chief Executive Officer, Chief Financial Officer and Director

since inception.

Jacobs has also served as President, Secretary, Chief Executive Officer, Chief Financial Officer, and as

a Director of Parasol Investments Corporation since May 13, 2020.

Jacobs previously served as the President, Secretary, Chief

Executive Officer, Chief Financial Officer and Director of Max-1 Acquisition Corporation, now known as Exicure, Inc., from February

2017 until September 2017, of Lola One Acquisition Corporation, now known as Amesite Inc., from April 2017 until April 2018, of

Peninsula Acquisition Corporation, now known as Transphorm, Inc., from June 2017 to February 2020, of Olivia Ventures, Inc., now

known as Compass Therapeutics, Inc., from March 2018 to June 2020, and of Malo Holdings Corporation, now known as Augmedix, Inc.,

from December 27, 2018 through October 5, 2020.

Jacobs has also been an associate of Montrose Capital Partners Limited, or

Montrose Capital, since 2008.

Montrose Capital is a privately held company, which focuses on identifying public markets venture

capital investment opportunities in high growth early stage companies.

Montrose Capital is a sector agnostic privately held firm

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

specialty pharmaceuticals, medical devices, robotics, and technology.

Jacobs received a B.S.

in Finance from the University

of South Florida.

Jacobs’

past experience identifying investment opportunities and investing in early stage companies

will be beneficial to the Company as its seeks to identify a business combination target which led to the conclusion that he should

serve as a director of the Company..

Tompkins has served as a Director of the Company since inception.

Tompkins has also served as a Director of Parasol

Investments Corporation since May 13, 2020.

Tompkins previously served as a Director of Max-1 Acquisition Corporation, now

known as Exicure, Inc., from February 2017 until September 2017, of Lola One Acquisition Corporation, now known as Amesite Inc.,

from April 2017 until April 2018, of Peninsula Acquisition Corporation, now known as Transphorm, Inc., from June 2017 to February

2020, of Olivia Ventures, Inc., now known as Compass Therapeutics, Inc., from March 2018 to June 2020, and of Malo Holdings Corporation,

now known as Augmedix, Inc., from December 27, 2018 through October 5, 2020.

Tompkins is a founder of Montrose Capital and

has served as its President since its inception in 2001.

Montrose Capital is a privately held company, which focuses on identifying

public markets venture capital investment opportunities in high growth early stage companies.

Montrose Capital is a sector agnostic

privately held firm which has identified and invested, through its principal owners, in a wide spectrum of global industries,

including in biotechnology, specialty pharmaceuticals, medical devices, robotics, and technology.

Tompkins’

past experience

identifying investment opportunities and investing in early stage companies will be beneficial to the Company as its seeks to

identify a business combination target which led to the conclusion that he should serve as a director of the Company.

Relationships

in Certain Legal Proceedings.

have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material

to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during

the past ten years.

Company does not have any standing committees.

are no binding guidelines or procedures for resolving potential conflicts of interest.

Failure by management to resolve conflicts

of interest in favor of the Company could result in liability of management to the Company.

However, any attempt by stockholders

to enforce a liability of management to the Company would most likely be prohibitively expensive and time consuming.

Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K.

The Company has two persons

who are the only stockholders and who serve as the directors and officers.

The Company has no operations or business and does

not receive any revenues or investment capital.

The adoption of a Code of Ethics at this time would not serve the primary purpose

of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by the same

persons and only persons to whom such code applied.

Furthermore, because the Company does not have any activities, there are no

activities or transactions which would be subject to this code.

At the time the Company enters into a business combination, the

current officers and directors will recommend to any new management that such a code be adopted.

The Company does not maintain

an Internet website on which to post a code of ethics.

reasons similar to those described above, the Company does not have a nominating nor audit committee of the board of directors.

At this time, the Company consists of two stockholders who serve as the corporate directors and officers.

The Company has no activities,

and receives no revenues.

At such time that the Company enters into a business combination and/or has additional stockholders

and a larger board of directors and commences activities, the Company will propose creating committees of its board of directors,

including both a nominating and an audit committee.

Because there are only two stockholders of the Company, there is no established

process by which stockholders to the Company can nominate members to the Company’s board of directors.

Similarly, however,

at such time as the Company has more stockholders and an expanded board of directors, the new management of the Company may review

and implement, as necessary, procedures for stockholder nomination of members to the Company’s board of directors.

Executive Officers and Directors

At the closing of the Merger, Messrs.

McCarthy and DenBaars were appointed to our board of directors, and Mr.

Ian Jacobs and Mr.

Mark Tompkins resigned from our board of directors.

Our executive management team was also reconstituted immediately following the closing by the appointment of Mr.

Klamkin as our Chief

Executive Officer and Mr.

McCarthy as our interim Chief Financial Officer and Chief Operating Officer, and the resignation of Mr.

from all positions with us.

McCarthy resigned from his position as interim Chief Financial Officer on August 18, 2021.

As per our amended and restated bylaws, our board

of directors are divided into three classes of directors.

At each annual meeting of stockholders, a class of directors will be elected

for a three-year term to succeed the class whose terms are then expiring, to serve from the time of election and qualification until the

third annual meeting following their election or until their earlier death, resignation or removal.

The division of our board of directors into three

classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

A majority of the authorized number of directors

constitutes a quorum of the Board of Directors for the transaction of business.

The directors must be present at the meeting to constitute

However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members

of the Board of Directors individually or collectively consent in writing to the action.

On November 15, 2021, we accepted the resignation of Mr.

McCarthy as one of our directors, which was effective December 1, 2021;

informed us that he wanted to resign from his position as a member of the Board of Directors to permit the appointment of an independent

director to our three-person Board and not as a result from any disagreement regarding any matter related to the Company’s operations,

policies or practices.

On November 15, 2021,

the Board also approved the appointment of Ms.

Palvi Mehta to fill the vacancy created by Mr.

McCarthy’s resignation for the remainder

of his term, and her independent director agreement, which sets her compensation and establishes other terms and conditions governing

her service on the Board.

Mehta served as an independent director as of December 1, 2021.

On December 1, 2021,

we appointed Mr.

John Paglia to the board of directors.

The following table provides information regarding

our executive officers and directors as of the date hereof:

Directors Class, if applicable

Expiration of Director Term

Executive Officers

Jonathan Klamkin

Chief Executive Officer & Chief Financial Officer & President &

Chief Operating Officer

Non-Employee Directors

* Was re-elected at the 2022 annual shareholder meeting.

Background of Officers and Directors

Jonathan Klamkin serves as

President and Chief Executive Officer and is one of our directors.

Klamkin has been the CEO and Director of Biond Photonics (now Aeluma)

since February 28, 2019.

He is a Professor of Electrical and Computer Engineering at the University of California, Santa Barbara (2015-present),

where his group conducts pioneering research in integrated photonics and optoelectronics for communications and sensing applications.

Klamkin was with BinOptics Corp.

(2001-2002), a laser diode manufacturer that was acquired by Macom in 2015.

Jonathan is the recipient

of numerous awards including the NASA Young Faculty Award, the DARPA Young Faculty Award, and the DARPA Director’s Fellowship.

has published more than 200 papers, holds several patents, and has given more than 100 invited presentations to industry, government and

the academic community.

Klamkin holds a Bachelor of Science in Electrical and Computer Engineering from Cornell University and a Master

of Science in Electrical and Computer Engineering and a Ph.D.

in Materials from the University of California, Santa Barbara.

Lee McCarthy serves as our

Chief Operating Officer.

Lee also served as a director from October 27, 2020 until December 1, 2021.

He is a semiconductor industry executive

with 14 years of relevant experience.

His prior experience includes being the first employee (2007-2021) and becoming Senior Director

(2016-2021) of MOCVD Global Operations at Transphorm, Inc.

McCarthy led a 24/7 production operation of GaN-on-Si materials

and managed MOCVD operations in the US and Japan for Transphorm, Inc.

He was responsible for global strategy for MOCVD

production, epi customer agreements, cost models, ERP and MES for rapid scale of manufacturing.

McCarthy was also Principal

Investigator for an $18M US DoD program to establish millimeter wave MOCVD materials supply chain (2019-2021).

He holds a Bachelor of

Science and Masters of Science and a Ph.D.

in Electrical Engineering from the University of California, Santa Barbara.

DenBaars serves as

one of our directors.

Steven has been on Biond Photonics’ (now Aeluma’s) Board of Directors since June 5, 2021.

He is a Professor

of Materials and Electrical and Computer Engineering at the University of California Santa Barbara (1991-pres).

DenBaars has been

very active in entrepreneurship, having helped co-found several start-up companies in the field of photonics and electronics.

he Co-founded Nitres Inc., which was acquired by Cree Inc.

In 2013 he Co-Founded SLD Laser, and helped build the company

to over 150 employees before being acquired by Kyocera Corporation in 2021.

In 2014, he assisted Dr.

Jeffry Shealy in the founding

of Akoustis Technologies Inc.

(AKTS) for commercialization of RF Filters, and he is currently on the Board of Directors.

In 2022 he joined

the Board of Directors of SmartKem Ltd., a high performance organic semiconductor company.

He received the IEEE Fellow award in 2005,

member of the National Academy of Engineers in 2012, and National Academy of Inventors in 2014.

He has authored or co-authored over

1040 technical publications, 360 conference presentations, and over 185 patents.

DenBaars has a Bachelor of Science in Metallurgical

Engineering from the University of Arizona and a Master of Science and a Ph.D.

in Material Science and Electrical Engineering, respectively

from the University of Southern California.

Palvi Mehta serves

as one of our directors.

Mehta is an operating partner and CFO for Pioneer Square Labs (PSL), a start-up studio and venture

fund with $200M in assets under management.

She provides financial and operational oversight, supports the investment process, and assists

portfolio companies with financial, operating and scaling strategies.

Palvi joined PSL after two decades in senior financial roles in

the wireless, manufacturing, networking, and security industry.

Prior to PSL, she was the CFO of three venture-backed startups.

most recently the CFO at ExtraHop Networks.

A veteran of the tech startup community, Ms.

Mehta has also been the CFO of NewPath Networks,

and RadioFrame Networks.

During her career, she has raised hundreds of millions of dollars across both the equity and debt markets

and has successfully completed multiple exits.

She began her career as a CPA and an auditor at Ernst & Young.

Palvi received the 2018

Executive Excellence Award from Seattle Business Magazine.

In addition, she was selected by the Puget Sound Business Journal as the 2016

CFO of the Year for mid-size companies.

Mehta graduated Summa Cum Laude from the University of California, Berkeley with a B.S.

business, with an emphasis in finance and accounting.

Palvi is a strong supporter of women in tech and is passionate about providing the

opportunity for CS education to women and underrepresented minorities.

She is a board member and treasurer of Code.org.

joined the Board of Directors of 5E Advanced Materials, Inc.

We believe she qualifies as one of our directors because of her leadership

and entrepreneurial experience and knowledge.

John Paglia serves as one of

our directors and chairs our audit committee.

Paglia is also an independent board director and audit committee chair for Simulations

and an advisor to a number of private equity and venture capital funds,

and startup companies;

and sits on Pepperdine’s Most Fundable Companies Council.

At Pepperdine University’s Graziadio

Business School, he is a tenured Professor of Finance where his specialty areas are venture capital, private equity, corporate finance,

business valuations, and mergers and acquisitions.

In addition, he held a number of leadership positions at Pepperdine University since

joining the faculty in 2000, most recently as Senior Associate Dean where he had oversight for all of the business school faculty, faculty

affairs support staff, and key strategic projects;

and, prior to that, as executive director of Graziadio Business School’s entrepreneurship

Paglia holds a Ph.D.

in Finance, an MBA, a B.S.

in Finance, and is a Certified Public Accountant, Chartered Financial Analyst,

and is NACD Directorship Certified™.

Paglia is a recipient of several prestigious honors for his work on the financing and capital

We believe his knowledge of technical accounting issues and business experience qualify him as an expert in financial matters

and as a qualified candidate for the Board.

Corporate Social Responsibility

We believe that social responsibility is essential

for a healthy and equitable corporate culture;

one that balances the interests of its various worldwide stakeholders, including employees,

shareholders, and our potential partners and customers.

We are committed to sound corporate citizenship in the way we manage our people,

our business and our impact on society and the environment.

Furthermore, we acknowledge our responsibility to ensure our products will

be designed, developed, and supplied in an environmentally safe and sound manner.

We believe that we obey and comply with all laws and

regulations that apply to us in the communities where we do business.

Last but not least, we value our shareholders’ governance

view and seek to solicit feedback from our shareholders on a regular basis relating to matters that are important to them, including the

compensation of our executive officers and directors and environmental, social and governance (“ESG”) topics.

Involvement in Certain Legal Proceedings

To the best of the Company’s knowledge,

none of the following events occurred during the past ten years that are material to an evaluation of the ability or integrity of any

of our executive officers, directors, Director Nominees or promoters:

(1) A petition under the Federal

bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a

court for the business or property of such person, or any partnership in which he was a general partner at or within two years before

the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before

the time of such filing;

(2) Convicted in a criminal

proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Subject of any order,

judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining him from, or otherwise limiting, the following activities:

(i) Acting as a futures commission

merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other

person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser,

underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings

and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type

of business practice;

(iii) Engaging in any activity

in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities

laws or Federal commodities laws;

(4) Subject of any order,

judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise

limiting for more than 60 days the right of such person to engage in any activity described y such activity;

(5) Found by a court of competent

jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil

action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6) Found by a court of competent

jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment

in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) Subject of, or a party

to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated,

relating to an alleged violation of:

(i) Any Federal or State securities

or commodities law or regulation;

(ii) Any law or regulation

respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of

disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

(iii) Any law or regulation

prohibiting mail or wire fraud or fraud in connection with any business entity;

(8) Subject of, or a party

to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section

3(a)(26) of the Exchange Act (15 U.S.

C 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members

or persons associated with a member.

Director Independence and Board Committees

We are not currently required under the Securities

and Exchange Act to maintain any committees of our Board.

We are not currently subject to listing requirements of any national securities

exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent”

or maintain any committees of our Board and, as a result, we are not at this time required to have our Board of Directors comprised of

a majority of “independent directors” or have any committees.

However, we do currently have two independent directors on our

board and we have formed committees.

Meetings of the Board of Directors

During the year ended

June 30, 2022, Board meetings were held on August 18, 2021, February 10, 2022, and May 12, 2022.

The Board also transacted business by

unanimous written consent.

Family Relationships

There are no family relationships by between or

among the members of the Board or other executive officers of the Company.

Indemnification

Our articles of incorporation and bylaws include

provisions limiting the liability of directors and officers and indemnifying them under certain circumstances.

See “Indemnification

Agreements” for further information.

We intend to secure directors’ and officers’ liability insurance following the

completion of this offering.

Insofar as indemnification for liabilities arising

under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to Delaware law,

we are informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed

in the Securities Act and is therefore unenforceable.

Board Leadership Structure and Role in

Risk Oversight

Klamkin serves as

our Chief Executive Officer and our Chairman.

Although the roles of our Chief Executive Officer and Chairman of our board of directors

are currently performed by the same person, we do not have a policy regarding the separation of these roles, as our board of directors

believes that it is in the best interests of the Company and our shareholders to make that determination from time to time based upon

the position and direction of the Company and the membership of our board of directors.

Our board of directors

has determined that our leadership structure is appropriate for the Company and our shareholders as it helps to ensure that the board

of directors and management act with a common purpose and provides a single, clear chain of command to execute our strategic initiatives

and business plans.

In addition, our board of directors believes that a combined role of Chief Executive Officer and Chairman is better

positioned to act as a bridge between management and our board of directors, facilitating the regular flow of information.

directors also believes that it is advantageous to have a Chairman with an extensive knowledge of our industry.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that

our executive officers and directors, and persons who own more than 10% of our common stock, file reports of ownership and changes of

ownership with the SEC.

Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies

of all Section 16(a) forms they file.

Based on our review of forms we received, or written representations from reporting persons stating

that they were not required to file these forms, we believe that, during the reporting period covered by this Report, all Section 16(a)

filing requirements were satisfied on a timely basis.

Code of Ethics

The Company adopted a Code of Ethics pursuant

to rules described in Regulation S-K.

The Company has four persons serving as directors, two persons serving as executive officers,

and nine total employees.

The Company does not receive any revenues or investment capital.

Shareholder Board Nominations

Pursuant to our amended and restated bylaws adopted

on June 22, 2021, nominations of persons for election to the board of directors of the Company shall be made at an annual meeting of shareholders

only (A) by or at the direction of the board of directors or (B) by a shareholder of the Company who (1) was a shareholder of record at

the time of the giving of the notice required by the bylaws, on the record date for the determination of shareholders entitled to notice

of the annual meeting and on the record date for the determination of shareholders entitled to vote at the annual meeting and (2) has

complied with the notice procedures set forth in the bylaws.

In addition to any other applicable requirements, for a nomination to be

made by a shareholder, the shareholder must have given timely notice thereof in proper written form to the secretary of the Company.

notice must include the information required by Section 2.4(ii) of the amended and restated bylaws and, a nomination to be made by a stockholder

must be received by the secretary of the Company at the principal executive offices of the Company not later than the 45th day nor earlier

than the 75th day before the one-year anniversary of the date on which the Company first mailed its proxy materials or a notice of availability

of proxy materials (whichever is earlier) for the preceding year’s annual meeting;

provided , however , that

in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days

prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then,

for notice by the shareholder to be timely, it must be so received by the secretary not earlier than the close of business on the 120th

day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting,

or (ii) the tenth day following the day on which Public Announcement (as defined in the bylaws) of the date of such annual meeting is

The amended and restated bylaws also set forth procedures for which shareholders can nominate directors at a special shareholder

In addition to the foregoing provisions, a shareholder must also comply with all applicable requirements of state law and of

the Exchange Act and the rules and regulations thereunder with respect to the matters set forth, including, with respect to business such

shareholder intends to bring before the annual meeting that involves a proposal that such shareholder requests to be included in the Company’s

proxy statement, the requirements of Rule 14a-8 (or any successor provision) under the Exchange Act.

Nothing in the bylaws hall be deemed

to affect any right of the Company to omit a proposal from the Company’s proxy statement pursuant to Rule 14a-8 (or any successor

provision) under the Exchange Act.

Executive Compensation.

following table sets forth the cash and other compensation paid by the Company to its named executive officer and directors during

the period from inception (August 21, 2020) through the date of this filing.

Ian Jacobs(1)

President, Secretary, Chief Financial Officer and Director

Mark Tompkins(2)

Jacobs was appointed to serve as President, Secretary, Chief Executive Officer, Chief Financial Officer and a director of the

Company on August 24, 2020.

Tompkins was appointed to serve as a director of the Company on August 24, 2020.

following compensation discussion addresses all compensation awarded to, earned by, or paid to the Company’s named executive

The Company’s officer and directors have not received any cash or other compensation since inception through the

date of this filing.

No compensation of any nature has been paid for on account of services rendered by a director in such capacity.

is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may

desire to employ or retain members of our management for the purposes of providing services to the surviving entity.

retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company

for the benefit of its employees.

as otherwise disclosed herein, there are currently no understandings or agreements regarding compensation our management will

receive after a business combination.

Company does not have a standing compensation committee or a committee performing similar functions.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth, as of the date of this filing, the number of shares of Common Stock owned of record and beneficially

by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock, (ii) each

director and named executive officer of the Company and (iii) all executive officers and directors as a group.

Name and Address

Amount and Nature of Beneficial Ownership

Percentage of Class

Executive Compensation

As an “emerging growth

company” as defined in the JOBS Act and a smaller reporting company we are not required to include a Compensation Discussion and

Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies and smaller

reporting companies.

None of the Company’s

directors or officers prior to the merger received any compensation from the Company or Biond Photonics.

The Board of Directors approved

an annual base compensation of $230,000 and $200,000 for Mr.

Klamkin and Mr.

McCarthy, respectively, effective July 1, 2021.

Employment and Change in Control Agreements

We do not have an employment

agreement with any of our officers.

However, pursuant to our advisor agreement with Mr.

Denbaars, if there is a change of control, other

than the Merger, while he is still retained by the Company as an advisor, all of his unvested shares, per his amended advisor agreement,

will vest at the closing of such change in control transaction.

Additionally, as per the restricted stock purchase agreements we maintain

Klamkin and Mr.

McCarthy, if either of their respective employment with the Company is terminated by the Company, other than

for cause, or is terminated by the individual for Good Reason (as defined in the related agreement), within a year after the Merger, then,

effective as of such termination, 100% of such terminated person’s unvested shares will vest.

Compensation Paid to Directors

At present we do not pay our

Directors any cash compensation or cost reimbursement for their service as Directors.

We have no standard arrangement pursuant to which

our Directors are compensated for any services provided as a director or for committee participation or special assignments.

The Company’s

Directors were not paid any cash compensation during fiscal years 2020, 2021, or 2022.

Pursuant to Ms.

Paglia’s appointment as a director, we entered into an independent director agreement with each of them, pursuant to which we

shall issue each of them 125,000 stock options at a price of $2.00 per share and provide each with standard indemnification.

of the option grants are the same for Ms.

Mehta and Mr.

50,000 shares of the stock options shall vest in equal quarterly increments

during the first year of directorship;

37,500 shares of the stock options shall vest in equal quarterly increments over the second;

the remaining 37,500 shares of the stock options shall vest in equal quarterly increments over the third year of the directorship;

the director resigns or is removed from the board of directors, any unvested options are cancelled.

For each year of committee service,

Mehta will receive an additional 15,500 options with vesting in equal quarterly increments, and Mr.

Paglia will receive an additional

16,750 options with vesting in equal quarterly increments.

Both agreements became effective as of December 1, 2021, and committee service

commenced on February 10, 2022.

As of June 30, 2022, 28,875 options have vested for Ms.

Mehta, and 29,188 options have vested for Mr.

Paglia, pursuant to their independent director agreements.

Pension, Retirement or Similar Benefit Plans

With the exception of the

executive officers that are eligible for participation in the company 401(k) plan, there are currently no arrangements or plans in which

we provide pension, retirement or similar benefits for directors or executive officers.

Cash or non-cash compensation may be paid to our

executive officers, including stock options, at the discretion of the board of directors or a committee thereof.

Outstanding Equity Awards at Fiscal Year End

The following table presents information regarding

certain outstanding shares held by each of our named executive officers as of June 30, 2022.

These shares were converted into shares

of our common stock in connection with the Merger, and the table below reflects all outstanding shares as of June 30, 2022 as if they

had been granted by us.

None of our named executive officers held any outstanding options, restricted stock unit or other equity

awards as of that date.

OUTSTANDING EQUITY AWARDS AT JUNE 30, 2022

Stock Options

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexcersisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

Exercise Prices

Expiration Date

of Shares or Units of Stock That Have Not Vested

Value of Share or Units of Stock That Have Not Vested

Equity Incentive Plan Awards:

Number of Usernamed Shares, Units or Other Rights That Have Not Been Issued

Incentive Plan Awards:

Markey or Payout Value of Unearned Shares, Units or Other Rights That

Have Not Been Issued

Jonathan Klamkin

These shares were purchased pursuant to Founder’s Restricted Stock Purchase Agreement between Mr.

Klamkin and the Company on October 27, 2020.

Klamkin purchased a total of 1,623,920 shares (represented 1,250,000 shares of Biond prior to the Merger) pursuant to the agreement.

Pursuant to the agreement, 20% of the shares vested on the date the agreement was signed and starting on November 30, 2020 and for every month thereafter until employment termination, 1/48 th of the remaining shares shall vest on the last day of each succeeding calendar month.

The agreement also provides that if there is a change of control, like the Merger, and if Mr.

Klamkin is terminated, other than for cause, during the period starting 90 days before the Merger and for a year thereafter, all unvested shares shall vest at the date of termination.

Accordingly, as of June 30, 2022, 866,090 shares have vested.

The market value of the unvested shares was based on $0.008 per share, which was purchase price of the shares before the merger.

These shares were purchased pursuant to Founder’s Restricted Stock Purchase Agreement between Mr.

McCarthy and the Company on October 27, 2020.

McCarthy purchased a total of 1,623,920 shares (represented 1,250,000 shares of Biond prior to the Merger) pursuant to the agreement.

The agreement also provides that if there is a change of control, like the Merger, and if Mr.

McCarthy is terminated, other than for cause, during the period starting 90 days before the Merger and for a year thereafter, all unvested shares shall vest at the date of termination.

Accordingly, as of June 30, 2022, 866,090 shares have vested.

The market value of the unvested shares was based on $0.008, which was the purchase price of the shares before the merger.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

The following table sets forth certain information

with respect to the beneficial ownership of our common stock as of September 27, 2022, by:

each of our named executive officers;

each of our directors;

all of our current directors and executive officers as a group;

each person, or group of affiliated persons, who beneficially owned more than 5% of our common stock.

We have determined beneficial ownership in accordance

with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below

have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned, subject to applicable

community property laws.

The percentage of shares beneficially owned is computed

on the basis of 10,650,002 shares of common stock outstanding as of September 27, 2022.

Shares of common stock that a person has the right

to acquire within 60 days of September 27, 2022 are deemed outstanding for purposes of computing the percentage ownership of the

person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except

with respect to the percentage ownership of all directors and executive officers as a group.

Unless otherwise indicated, the address of

each beneficial owner in the table below is c/o Aeluma, 27 Castilian Drive, Goleta, CA 93117.

Directors and Named Executive Officers

Jonathan Klamkin, CEO, CFO and Director

Lee McCarthy, COO

DenBaars, Director

Palvi Mehta, Director

John Paglia, Director

All directors and executive officers as a group (5 persons)

5% Stockholders

Mark Tompkins

App 1, Via Guidino 23

6900 Lugano-Paradiso

Ian Jacobs(2)

2255 Glades Road, Suite 324A

Boca Raton, FL 33431

All Directors and Officers as a Group (2 individuals)

Other More than 5% Stockholders:

Tompkins serves as a director of the Company.

Jacobs serves as President, Secretary, Chief Executive Officer, Chief Financial Officer and a director of the Company.

Authorized for Issuance Under Equity Compensation Plans

Company has not authorized any securities for issuance under an equity incentive plan.

Certain Relationships and Related Transactions, and Director Independence.

August 21, 2020, the Company issued (i) an aggregate of 4,750,000 shares of Common Stock to Mark Tompkins, a director of the Company,

for an aggregate purchase price equal to $475 representing amounts advanced by Mr.

Tompkins to counsel for the Company in connection

with the formation and organization of the Company and (ii) an aggregate of 250,000 shares of Common Stock to Ian Jacobs, an officer

and director of the Company, for an aggregate cash purchase price equal to $25, pursuant to the terms and conditions set forth

in the Common Stock Purchase Agreement with each person.

The Company issued these shares of Common Stock under the exemption from

registration provided by Section 4(a)(2) of the Securities Act.

August 21, 2020, in connection with advances made regarding costs incurred by the Company, the Company issued a promissory note

to Mark Tompkins, a stockholder and director of the Company, pursuant to which the Company agreed to repay Mr.

Tompkins the sum

of any and all amounts that Mr.

Tompkins may advance to the Company on or before the date that the Company consummates a business

combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to

be a shell company (as defined in Rule 12b-2 under the Exchange Act).

Tompkins has no obligation to advance funds

to the Company under the terms of the note, it is anticipated that he may advance funds to the Company as fees and expenses are

incurred in the future.

As a result, the Company issued the note in anticipation of such advances.

No interest shall accrue on

the outstanding principal amount of the note unless an Event of Default (as defined in the note) occurs.

In the event that an

Event of Default has occurred, the entire note shall automatically become due and payable (the “Default Date”), and

starting from five (5) days after the Default Date, the interest rate on the note shall accrue at the rate of eighteen percent

(18%) per annum.

As of December 31, 2020, Mr.

Tompkins has advanced $35,000 to the Company to cover expenses incurred by the Company.

Company currently uses the office space and equipment of its management at no cost.

2,632,500 (3)

Represents 46,542 shares that vested pursuant to her stock options and director agreement through September 27, 2022, and 10,916 shares that shall vest within 60 days following September 27, 2022 pursuant to the terms of her stock option and director agreement.

Represents 47,271 shares that vested pursuant to his stock options and director agreement through September 27, 2022, and 11,125 shares that shall vest within 60 days following September 27, 2022 pursuant to the terms of his stock option and director agreement, 10,000 options offered as per a consulting advisory agreement that terminated prior to his joining the board of directors, and 12,500 shares purchased in the 2021 offering.

Includes 2,275,000 shares Mr.

Tompkins maintains

from his ownership before the Merger and 357,500 shares he purchased in the Offering for $715,000.

Tompkins served as our director

since inception;

he resigned on the effective date of the Merger.

Securities Authorized for Issuance under Equity

Compensation Plans

The following table discloses information as of

the end of the period ending June 30, 2022, with respect to compensation plans (including individual compensation arrangements) under

which our equity securities are authorized for issuance, aggregated as follows:

Equity Compensation Plan Information

(1) The number of shares reserved for issuance under our 2021 Plan

(as defined below) was initially 980,000;

such amount will increase automatically on January 1 of each of 2022 through 2031 by the

number of shares equal to the lesser of 5% of the total number of outstanding shares of our common stock as of the immediately

preceding December 31, or a number as may be determined by our board of directors.

On January 1, 2022, the number of shares reserved

for issuance was increased by 500,000 shares.

As of June 30, 2022, the number of shares available for future issuance under our 2021

Plan was 832,250.

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average excersice price of outstanding options, warrants and rights

Shares of common stock remaining available for future issuance under equity compensation plans

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Our 2021 Equity Incentive Plan

Pursuant to the Merger Agreement and upon the

closing of the Merger, we adopted our 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the issuance of incentive

awards of stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance awards, cash awards,

and stock bonus awards.

We initially reserved 980,000 shares of our common stock for issuance pursuant to awards granted under our 2021

The number of shares reserved for issuance under our 2021 Plan will increase automatically on January 1 of each of 2022 through

2031 by the number of shares equal to the lesser of 5% of the total number of outstanding shares of our common stock as of the immediately

preceding December 31, or a number as may be determined by our board of directors.

As of June 30, 2022, the number of shares available

for future issuance under our 2021 Plan was 832,250.

Certain Relationships and Related Transactions, and Director

Independence.

We describe below transactions since January 1,

2019, in which the amounts involved exceeded or will exceed $120,000 and any of our directors, executive officers, or beneficial holders

of more than 5% had or will have a direct or indirect material interest.

Other than as described below, there have not been transactions

to which we have been a party other than compensation arrangements, which are described under “ Executive Compensation .”

The following description is historical and has not been adjusted to give effect to the Merger.

On October 27, 2020, the Company entered into

a Stock Purchase Agreement with each of Mr.

Klamkin and Mr.

McCarthy, pursuant to which they each purchased 1,623,920 shares of common

stock (represented 1,250,000 shares of Biond prior to the Merger) for an aggregate sum of $10,000 each.

The stock purchase agreement contains

a vesting schedule such that 324,784 shares were fully vested as of October 27, 2020 and the remaining 1,299,136 shares vest monthly over

the next 4 years.

The unvested shares may be repurchased by the Company, at the Company’s option, within 90 days after the individual

is terminated from his position with the Company at the original purchase price.

On February 5, 2021, we entered into a Simple

Agreement for Future Equity Agreement (the “SAFE Agreement”) with each of Mr.

Klamkin, our CEO, Mr.

McCarthy, our COO and

DenBaars, one of our directors (each of whom is referred to as a “SAFE Holder”), pursuant to which each of them loaned

us $5,000, $5,000 and $50,000, respectively.

Pursuant to the SAFE Agreement, the SAFE Holder’s loan will convert into shares of

preferred stock if we complete a preferred stock private financing before the SAFE Agreement is terminated or the SAFE Holder shall be

entitled to a certain portion of the proceeds from a Dissolution Event or Liquidity Event, as such terms are defined in the SAFE Agreement.

Upon the earlier of the conversion to preferred stock or the payment to the SAFE Holder pursuant to Dissolution Event or Liquidity Event,

the SAFE Agreement shall automatically terminate.

On June 10, 2021, the parties agreed to convert the loans under the SAFE Agreement into

shares of our common stock.

The Company is party to that certain Advisory

Agreement with Mr.

DenBaars, one of our directors, dated as of December 31, 2020, pursuant to which Mr.

DenBaars shall serve as an advisor

to the Company.

Under the agreement, as partial compensation for his advisory services, the Company granted Mr.

DenBaars the right to

purchase 32,805 shares of common stock (represents 25,252 shares of Biond common stock prior to the Merger) at a price $0.008 per share;

the shares have a four-year vesting schedule and Mr.

DenBaars purchased such shares on February 4, 2021, prior to being appointed as one

of our directors.

The Advisory Agreement with Mr.

DenBaars was amended on June 10, 2021 to reflect additional advisory services.

this agreement, as partial compensation for his advisory service, the Company granted Mr.

DenBaars the right to purchase an additional

213,198 shares of the Company’s common stock (represents 164,108 shares of Biond common stock prior to the Merger) at a price of

$0.015 per share;

the shares have a two-year vesting schedule.

Pursuant to the terms of his advisory agreements, 22,262 of the shares

have vested as of the date of this Report.

Participation in the Offering

Certain of our existing investors, including investors

affiliated with certain of our directors and prior directors, have purchased an aggregate of 400,000 shares of our common stock in the

Offering, for an aggregate gross purchase price of $800,000.

Such purchases were made on the same terms as the shares that were sold to

other investors in the Offering and not pursuant to any pre-existing contractual rights or obligations.

Indemnification Agreements

We maintain indemnification agreements with each

of our current executive officers.

The indemnification agreements and our restated bylaws will require us to indemnify our directors to

the fullest extent not prohibited by DGCL.

Subject to very limited exceptions, our restated bylaws will also require us to advance expenses

incurred by our directors and officers.

Promoters and Certain Control Persons

As per the definition of a “promoter”

under the Securities Act, generally defined as anyone involved in the formation of the issuer, Mr.

Tompkins, the incorporator of the Company,

would be considered a “promoter.” Mr.

Tompkins received 4,750,000 shares of the Company’s common stock at the time it

was incorporated.

Immediately prior to the Merger and in connection therewith, Tompkins forfeited 2,450,000 of those shares, which were

then cancelled.

Tompkins’ shares are currently subject to a lock-up agreement with Aeluma pursuant to which he is restricted

from selling or transferring his shares for a period of 18 months from the date shares of our common stock commence trading on the OTCQB

or OTCQX market maintained by OTC Markets Group, the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American.

The term “promoter” includes:

person who, acting alone or in conjunction with one or more persons, directly or indirectly takes initiative in founding and organizing

the business or enterprise of an issue;

or ii) any person who, in connection with the founding and organizing of the business or enterprise

of an issuer, directly or indirectly receives in consideration of services or property, or both services and property, 10 percent or more

of any class securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities.

person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall

not be deemed a promoter within the meaning of this paragraph, if such person does not otherwise take part in founding and organizing

the enterprise.

Other than Mr.

Tompkins, there are no promoters

being used in relation with this offering.

No persons who may, in the future, be considered a promoter will receive or expect

to receive any assets, services or other consideration from the Company.

No assets will be or are expected to be acquired from any promoter on

behalf of the Company.

Principal Accounting Fees and Services.

Ende Malter & Co.

LLP is the Company’s independent registered public accounting firm.

Set below are aggregate fees billed

by Raich Ende Malter & Co.

LLP for professional services rendered from inception to December 31, 2020.

fees for the audit services billed and to be billed by Raich Ende Malter & Co.

LLP from inception to December 31, 2020, amounted

Audit-Related

were no audit-related fees billed by Raich Ende Malter & Co.

LLP from inception to December 31, 2020.

fees for the tax services billed and to be billed by Raich Ende Malter & Co.

LLP for professional services for tax compliance,

tax advice, and tax planning from inception to December 31, 2020, amounted to $2,000.

were no fees billed by Raich Ende Malter & Co.

LLP for other products and services from inception to December 31, 2020.

Committee’s Pre-Approval Process

Company does not have a standing audit committee or a committee performing similar functions.

Exhibits, Financial Statement Schedules.

have filed the following documents as part of this Form 10-K:

Report of Independent Registered Public Accounting Firm

Balance Sheet as of December 31, 2020

Statement of Operations for the Period from August 21, 2020 (Inception) to December 31, 2020

Statement of Changes in Stockholders’

Deficit for the Period from August 21, 2020 (Inception) to December 31, 2020

Statement of Cash Flows for the Period from August 21, 2020 (Inception) to December 31, 2020

Notes to Financial Statements

Statement Schedules

schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission

of the schedule, or the required information is otherwise included

Certificate of Incorporation (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on October 21, 2020)

By-Laws (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on October 21, 2020)

Promissory Note issued by the Company to Mark Tompkins, dated August 21, 2020 (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on October 21, 2020)

Common Stock Purchase Agreement by and between the Company and Mark Tompkins, dated August 21, 2020 (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on October 21, 2020)

Common Stock Purchase Agreement by and between the Company and Ian Jacobs, dated August 21, 2020 (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on October 21, 2020)

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 9 06 of the Sarbanes-Oxley Act of 2002

The following table shows the fees that were billed

for the year ended June 30, 2022, the six months ended June 30, 2021, and the twelve months ended December 31, 2020

Twelve Months

Six Months Ended

Twelve Months

Ended December 31,

Audit-related fees

All other fees

Audit Fees — This category includes

the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services

that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years.

This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim

financial statements.

This category consists of assurance and related

services by the independent registered public accounting firm that is reasonably related to the performance of the audit or review of

our financial statements and is not reported above under “Audit Fees.” The services for the fees disclosed under this category

include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

Tax Fees — This category consists

of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice.

for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other

miscellaneous items.

Our board of directors has adopted a procedure

for pre-approval of all fees charged by our independent registered public accounting firm.

Under the procedure, the board approves

the engagement letter with respect to audit and review services.

Other fees are subject to pre-approval by the board, or, in the

period between meetings, by a designated member of the board.

Any such approval by the designated member is disclosed to the entire

board at the next meeting.

The audit fees that were paid to the auditors with respect to the transition period ended June 30, 2021

were pre-approved by the entire Board of Directors.

Prior to that time, before the Merger, the Company did not have a standing audit

committee or a committee performing similar functions.

Exhibit and Financial Statement Schedules

(a) Financial Statements

We have filed the financial

statements in Item 8.

Financial Statements and Supplementary Data as a part of this report on Form 10-K.

The following is a list of all exhibits

filed or incorporated by reference as part of this report on Form 10-K.

and Plan of Merger and Reorganization among Parc Investments, Inc., Aeluma Operating Co.

and Biond Photonics, Inc.

(incorporated

by reference to the Current Report on Form 8-K filed on June 28, 2021)

of Merger relating to the merger of Aeluma Operating Co.

with and into Biond Photonics, Inc., filed with the Secretary of State of

the State of California on June 22, 2021 (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

and Restated certificate of incorporation, filed with the Secretary of State of the State of Delaware on June 22, 2021 (incorporated

by reference to the Current Report on Form 8-K filed on June 28, 2021)

and Restated Bylaws.

(incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

of Lock Up Agreement (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

of Placement Agent Warrant (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

of Post-Merger Indemnification Agreement (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

of Pre-Merger Indemnification Agreement (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

of Subscription Agreement, dated June 22, 2021, by and between the Company and the parties thereto (incorporated by reference to

the Current Report on Form 8-K filed on June 28, 2021) (incorporated by reference to the Current Report on Form 8-K filed on June

Rights Agreement, dated June 22, 2021, by and between the Company and the parties thereto (incorporated by reference to the Current

Report on Form 8-K filed on June 28, 2021)

Equity Incentive Plan and form of award agreements (incorporated by reference to the Current Report on Form 8-K filed on June 28,

Restricted Stock Purchase Agreement between Biond Photonics, Inc.

Klamkin (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

Restricted Stock Purchase Agreement between Biond Photonics, Inc.

McCarthy (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

Advisor Restricted Stock Purchase Agreement between Biond Photonics, Inc.

DenBaars, dated December 21, 2020 (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

Advisor Restricted Stock Purchase Agreement between Biond Photonics, Inc.

DenBaars, dated June 10, 2021 (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

Advisory Agreement between Biond Photonics, Inc.

DenBaars, dated December 31, 2020 (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

Advisory Agreement between Biond Photonics, Inc.

DenBaars, dated June 10, 2021 (incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021)

Director Agreement by and between the Company and Palvi Mehta (incorporated by reference to the Current Report on Form 8-K filed on November 18, 2021)

Director Agreement by and between the Company and John Paglia (incorporated by reference to the Current Report on Form 8-K filed on November 30, 2021)

from Raich Ende Malter & Co.

LLP as to the change in certifying accountant, dated June 28, 2021 (incorporated by reference to

the Current Report on Form 8-K filed on July 1, 2021)

of the Registrant (Incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

Certification

of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification

of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer and Principal Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002*

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Indicates a management contract or compensatory plan, contract, or arrangement.

In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No.

34-47986, the certifications furnished in Exhibit 32.1 herewith are deemed to accompany this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange Act.

Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.

Form 10-K Summary.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

INVESTMENTS, INC.

/s/ Ian Jacobs

President and Chief

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

/s/ Ian Jacobs

Chief Executive Officer, Secretary, Chief Financial

Officer, and Director

(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

/s/ Mark Tompkins

Mark Tompkins

INVESTMENTS, INC.

TO FINANCIAL STATEMENTS

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

Balance Sheet as of December 31, 2020

Statement of Operations for the Period from August 21, 2020 (Inception) to December 31, 2020

Statement of Changes in Stockholders’

Deficit for the Period from August 21, 2020 (Inception) to December 31, 2020

Statement of Cash Flows for the Period from August 21, 2020 (Inception) to December 31, 2020

Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

Parc Investments, Inc.

on the Financial Statements

have audited the accompanying balance sheet of Parc Investments, Inc.

(the Company) as of December 31, 2020, and the related statements

of operations, changes in stockholders’

deficit, and cash flows for the period August 21, 2020 (Inception) to December 31,

2020, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations

and its cash flows for the period August 21, 2020 (Inception) to December 31, 2020, in conformity with accounting principles generally

accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 6 to the financial statements, the Company has incurred losses from inception, has negative working capital, and a stockholders’

deficit that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regards to

these matters are also described in Note 6.

The financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but

not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Raich Ende Malter & Co.

have served as the Company’s auditor since 2020.

INVESTMENTS, INC.

Current assets

Total current assets

LIABILITIES AND STOCKHOLDERS’

Current liabilities

Note payable - stockholder

Total current liabilities

Total liabilities

Commitments and contingencies

Stockholders’

Preferred stock, $0.0001 par value, authorized 10,000,000 shares, none issued

Common stock, $0.0001 par value, authorized 50,000,000 shares;

5,000,000 shares issued and outstanding

Accumulated deficit

Total stockholders’

Total liabilities and stockholders’

accompanying notes to financial statements

INVESTMENTS, INC.

OF OPERATIONS

the period August 21, 2020

(Inception) to December 31, 2020

General and administrative expenses

Loss from operations

Loss per common share - basic and dilutive net loss

Weighted average common shares outstanding - basic and dilutive

accompanying notes to financial statements

INVESTMENTS, INC.

OF CHANGES IN STOCKHOLDERS’

the period August 21, 2020

to December 31, 2020

Preferred Stock

Stockholders’

Balance, August 21, 2020

Sale of common shares

Balance, December 31, 2020

accompanying notes to financial statements

INVESTMENTS, INC.

OF CASH FLOWS

the period August 21, 2020

to December 31, 2020

Cash flows from operating activities :

Adjustments to reconcile net loss to net cash used in operating activities:

Formation costs paid by stockholder on behalf of the Company in exchange for common stock

Net cash (used in) operating activities

Cash flows from financing activities :

Proceeds from the sale of common stock

Proceeds from stockholder note

Net cash provided by financing activities

Net increase in cash

Cash, beginning of period

Cash, end of period

Non-cash investing and financing activities:

Formation costs paid by stockholder on behalf of the Company in exchange for common stock

accompanying notes to financial statements

INVESTMENTS, INC.

TO FINANCIAL STATEMENTS

Nature of Operations

Investments, Inc.

(the “Company”) was incorporated in the State of Delaware on August 21, 2020.

The Company’s

management has chosen December 31 st for its fiscal year end.

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 traded corporation.

The Company’s principal business objective is 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 target companies to any specific business, industry, or geographical location.

The analysis of business

opportunities will be undertaken by, or under the supervision of, the officer and directors of the Company.

Basis of Presentation and Summary of Significant Accounting Policies

of Presentation

accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United

States of America (“GAAP”).

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenue and expenses during the reporting period.

Actual results could differ from those

and Cash Equivalents

and cash equivalents are reported in the balance sheet at cost, which approximates fair value.

For the purpose of the financial

statements cash equivalents include all highly liquid investments with maturity of three months or less.

There are no cash equivalents

at the balance sheet date.

Company adopted ASC 740, “Income Taxes”

, at its inception.

Under ASC 740, deferred tax assets and liabilities

are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of

existing assets and liabilities and their respective tax bases.

Deferred tax assets, including tax loss and credit carry-forwards,

and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates

is recognized in income in the period that includes the enactment date.

Deferred income tax expense represents the change during

the period in the deferred tax assets and deferred tax liabilities.

The components of the deferred tax assets and liabilities

are individually classified as current and non-current based on their characteristics.

Deferred tax assets are reduced by a valuation

allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will

not be realized.

per Common Share

Company adopted ASC 260, “Earnings per Share”

, at its inception.

Basic loss per share has been calculated by

dividing the Company’s net loss available to common stockholders by the weighted average number of common shares outstanding

during the period.

The diluted earnings (loss) per share is calculated by dividing the Company’s net loss available to common

stockholders by the diluted weighted average number of shares outstanding for the period.

The diluted weighted average number

of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive

debt or equity.

Growth Company

Company is an “emerging growth company”

and 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.

Issued Accounting Pronouncements

does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material

effect on the accompanying financial statements.

Capital Stock

of December 31, 2020, the Company has 10,000,000 shares of preferred stock, par value of $0.0001, authorized and none issued or

of December 31, 2020, the Company has 50,000,000 shares of common stock, par value of $0.0001, authorized and has issued 5,000,000

shares of its $0.0001 par value common stock for $500 to the founders of the Company.

of December 31, 2020, the Company has approximately $7,000 in gross deferred tax assets resulting from net operating loss carry-forwards

of $32,175 available to offset future taxable income through 2040 subject to the change in ownership provisions under IRC 382.

A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes

future realization of the related tax benefits is uncertain.

difference between the tax provision at the statutory federal income tax rate on December 31, 2020, and the tax provisions attributable

to loss before income taxes is as follows:

Statutory federal income taxes

Valuation allowance

Effective income tax rate, net

Commitments and Related Party Transactions

Company utilizes the office space and equipment of its management at no cost.

Payable - Stockholder

August 24, 2020, the Company issued a promissory note (the “Note”) to a stockholder of the Company pursuant to which

the Company agreed to repay the sum of any and all amounts advanced to the Company, on or before the date that the Company consummates

a business combination with a private company or reverse takeover transaction or other transaction after which the Company would

cease to be a shell company.

The Note is non-interest bearing unless an event of default occurs.

As of December 31, 2020, the

amount due under the note payable was $35,000.

Going Concern

accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates

the recoverability of assets and the satisfaction of liabilities in the normal course of business.

Company has incurred losses from inception of approximately $32,175, has negative working capital of approximately $31,675, and

has a stockholders’

deficit of approximately $31,675 as of December 31, 2020.

Management believes these conditions raise

substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the date these

financial statements are issued.

Management intends to finance operations over the next twelve months through additional borrowings

from the existing Note.

accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue

as a going concern.

March 11, 2020, the World Health Organization officially declared the outbreak of the novel coronavirus COVID-19 a “pandemic.”

A significant outbreak of COVID-19 and other infectious diseases has resulted in a widespread health crisis that has significantly

adversely affected businesses of all types, economies and financial markets worldwide.

The business of any potential target company

with which the Company consummates a business combination could be materially and adversely affected.

Furthermore, the Company

may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability

to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable

to negotiate and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business combination

will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge

concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions

posed by COVID-19 or other matters of global concern continue for an extended period of time, the Company’s ability to consummate

a business combination, or the operations of a target business with which the Company ultimately consummates a business combination,

may be materially adversely affected.

Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date through March 31, 2021, the date

that the financial statements were available to be issued.

Based upon this review, the Company did not identify any other subsequent

events that would have required adjustment or disclosure in the financial statements.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

September 27, 2022

/s/ Jonathan Klamkin

Jonathan Klamkin

Chairman, Chief Executive Officer &

Principal Financial Officer

(Principal Executive Officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities indicated below on September 27, 2022.

Jonathan Klamkin

Chairman, Chief Executive

Officer, Principal Financial Officer and President

Jonathan Klamkin

(Principal Executive Officer & Principal Financial

Chief Operating Officer

Steven DenBaars

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 9A. Controls and Procedures