What changed in this filing

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Item 1. Business

2023-09-25 compared with 2022-09-28 · 172 added, 197 removed, 19 unchanged (95% of the section changed)

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”).

Unless otherwise stated or the context otherwise

indicates, references to “Aeluma,” the “Company,” “we,” “our,” “us,” or similar

terms refer to Aeluma, Inc.

and Subsidiary.

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

using high performance compound semiconductor materials on large-diameter substrates 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:

in mobile devices, as well as other technologies.

Photodetector 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, light detection and ranging (LiDAR), augmented reality/virtual reality (AR/VR), facial recognition, and other applications.

Aeluma has acquired key manufacturing equipment, and has headquarters

in Goleta, California with a manufacturing cleanroom to house this equipment.

Because we will leverage compound semiconductor

materials, our devices may operate out to longer wavelengths, up to at least 1600 nm, which is advantageous for a number of reasons including

Beyond 1400 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 1550 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.

We will continue to develop our 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 and other optoelectronic devices.

Initial efforts aim to penetrate the 3D imaging and sensing (mobile

and consumer, defense and aerospace, industrial, medical, auto), LiDAR (robotic vehicles, autonomous driving (AD), advanced driver assistance

systems (ADAS), topography, wind, industrial), and communications (telecommunications, data center communication, artificial intelligence

(AI) communications, and quantum processing and communications) markets.

Our Technology

Our technology is based on heterogeneous integration

of compound semiconductor materials on large-diameter substrates such as silicon.

This heterogeneous integration enables the subsequent

device fabrication and manufacturing in large-scale manufacturing environments that are suited to mass markets.

There are two primary classes of image sensors

currently on the market:

low-cost silicon sensors for mass market applications, and high-performance compound semiconductor (ex.

sensors deployed primarily in specialty applications.

The major suppliers of silicon CMOS 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:

The major suppliers of InGaAs sensors include

Hamamatsu, Sumitomo, Teledyne/FLIR, 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,

We 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

NIR, but also extends well into the shortwave infrared (SWIR) spectrum (900-1700 nm), cutting off near 1700 nm, with the ability to extend

to near 2500 nm.

We 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 substrates, whereas competing InGaAs photodetectors are manufactured on indium phosphide

(InP) substrates 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.

Existing 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 scale and at low cost.

Aeluma has customer engagements that involve

development of wafers, delivery of engineering samples for evaluation, and delivery of small volumes of chips.

Aeluma’s technology

is broadly applicable.

Potential markets include automotive LiDAR, industrial LiDAR, robotics, mobile, AR/VR, AI, communications, and

defense and aerospace.

1 unchanged sentence

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:

Aeluma is pursuing direct sales relationships.

Potential customers include those in the mobile

market (both mobile phone manufacturers and companies that sell integrated solutions to them), LiDAR for cars and other vehicles, and

defense and aerospace.

CMOS image sensors market is projected to be $30B 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:

In 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/).

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

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

does not use our technology.

Apple leverages VCSEL emitters in conjunction with SPAD 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.

automotive LiDAR market is projected to be between $5-80B in

(https://www.bloomberg.com/press-releases/2022-05-31/lidar-market-size-to-be-worth-4-71-billion-by-2030-grand-view-research-inc;

AEye Presentation, LD Micro Invitational 2022;

Estimate by Velodyne).

Intellectual Property

Aeluma has filed several 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

Our Intellectual Property Approach

Our 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.

Governmental & Environmental Regulations

Our primary products are anticipated to be compound

semiconductor optoelectronic devices manufactured on silicon substrates, including InGaAs photodetectors and photodetector arrays.

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

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.

Complying with export control and sanctions

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

Although we 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.

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

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.

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.

We 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

In 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 environment.

We 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.

We have established a manufacturing and research

and development facility at our headquarters in Goleta, California.

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.

We are now delivering wafers and chips to some

customers, primarily for research and development and sampling purposes.

Marketing 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 sites.

At June 30, 2023, Aeluma had 11 full-time employees,

2 part-time employees, and consultants.

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.

We plan to hire additional persons on an as-needed

On a case-by-case basis, Aeluma may offer stock options to employees for attraction and retention.

There 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.

We 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 the same.

Risk Factors.

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

As 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.

333-273149) that was filed with the SEC on July 6, 2023.

Unresolved Staff Comments.

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