What changed in this filing

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Item 5. Other Information

2023-11-09 compared with 2023-05-15 · 31 added, 28 removed, 23 unchanged (72% of the section changed)

Other Information

Exhibit Index

Agreement 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)

Certificate 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**

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

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)

Amended 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)

Amended and Restated Bylaws.

Form of Lock Up Agreement**

Form of Placement Agent Warrant**

Form of Post-Merger Indemnification Agreement**

Form of Pre-Merger Indemnification Agreement**

Form of Subscription Agreement, dated June 22, 2021, by and between the Company and the parties thereto**

Registration Rights Agreement, dated June 22, 2021, by and between the Company and the parties thereto**

2021 Equity Incentive Plan and form of award agreements**

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

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

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

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

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

Form 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 28, 2021)

Registration 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)

2021 Equity Incentive Plan and form of award agreements (incorporated by reference to the Current Report on Form 8-K filed on June 28, 2021)

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****

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****

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****

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****

Subscription Agreement dated December 22, 2022 (1)

Registration Rights Agreement dated December 22, 2022 (1)

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Certification of the Principal Executive Officer pursuant to U.S.C.

Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

Certification of the Principal Financial Officer pursuant to U.S.C.

Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

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)

Subscription Agreement (incorporated by reference to the Current Report on Form 8-K filed on December 23, 2022)

Registration Rights Agreement (incorporated by reference to the Current Report on Form 8-K filed on December 23, 2022)

Subsidiaries 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 Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document

5 unchanged sentences

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

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

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 July 1, 2021.

Incorporated by reference to the Registration Statement on Form S-1/A filed on October 15, 2021.

Incorporated by reference to the Current Report on Form 8-K filed on December 23, 2022.

Indicates a management

contract or compensatory plan, contract, or arrangement.

Pursuant to the requirements of the Securities

1 unchanged sentence

Jonathan Klamkin

President, Chief Executive Officer and

Principal Financial Officer (Principal

Executive Officer and Principal Financial

and Accounting Officer)

Executive Officer and Principal Financial Officer)

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-Q

Item 5. Other Information