What changed in this filing

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Item 1. Business

2024-09-27 compared with 2023-09-25 · 204 added, 170 removed, 21 unchanged (95% of the section changed)

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 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, 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.

We 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 substrates that are commonly used to manufacture mass market microelectronics.

cost-effective manufacturing of high-performance photodetectors and photodetector array circuits for imaging applications in mobile devices,

as well as other technologies.

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.

Because we will leverage

compound semiconductor materials, our devices may operate at longer wavelengths than traditional silicon-based image sensors, up to at

least 1600 nm, which is advantageous for a number of reasons including eye safety.

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.

Additionally, Aeluma’s

technology may be used to manufacture other electronic and optoelectronic devices in the future including lasers, transistors, and solar

Aeluma has acquired key

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

year ended June 30, 2024, we were awarded several contracts, totaling $1,323,237 ,

some of which is from the U.S.

Navy, the Office of the Secretary of Defense, and the Department of Energy, for providing services and

for delivering materials.

The awards are firm fixed price contracts that shall be paid upon completion of certain milestones, and may

include deliveries of samples or materials.

We will continue to develop

our technology that includes novel materials and devices based on our core intellectual property.

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:

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 for the near infrared and shortwave infrared currently on the market:

low-cost silicon-based sensors and high-performance

compound semiconductor (ex.

indium gallium arsenide or InGaAs) sensors.

The major suppliers of silicon CMOS image sensors include Sony,

Samsung, Omnivision, Onsemi, ST Microelectronics, Panasonic, Canon, SK Hynix, and others (Source:

Yole Development, www.yole.fr).

technologies that can be manufactured on silicon include germanium and colloidal quantum dots.

The major suppliers of InGaAs sensors include

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Markets and Markets, www.marketsandmarkets.com).

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.

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

suppliers, or semiconductor manufacturing companies.

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:

We believe that our technology

will be able to compete effectively because we are uniquely positioned to outperform silicon CMOS image sensors, germanium, and colloidal

quantum dots 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 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 between 2 to 4 inches in diameter.

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 to leverage silicon-based wafer-scale techniques for backend processing, integration, and packaging.

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

Aeluma has customer engagements

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

performs on government-funded R&D projects.

Aeluma’s technology is broadly applicable.

Potential markets include automotive

LiDAR, industrial LiDAR, robotics, mobile, AR/VR, AI, communications, and defense and aerospace.

Our current strategy is to pursue partnerships

with system integrators, including mobile and consumer electronics manufacturers, LiDAR companies and Tier 1 automotive suppliers, module

manufacturers, component suppliers, or semiconductor manufacturing companies.

Aeluma is pursuing direct sales relationships and strategic

partnerships.

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, robotics, AR/VR, AI, and defense and aerospace.

The CMOS image sensors

market is projected to be $30B in 2026 (Source:

Yole Development).

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 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/).

Manufacturers of mobile phones, tablets, and LiDAR for automotive vehicles

may be prospective customers for Aeluma.

In the mobile market, Apple arguably leads in terms of deploying advanced capabilities such as

LiDAR sensing in their devices;

Apple does not currently use our technology in any of their products.

Apple leverages vertical cavity

surface emitting lasers (VCSEL) emitters in conjunction with single photon avalanche diode (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).

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;

The automotive

LiDAR market is projected to be between $5-80B in 2030 (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;

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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.

Aeluma has filed several

patent applications with the United States Patent and Trademark Office (USPTO), and several patents have been issued.

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.

Our Intellectual Property

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.

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.

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.

Our 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.

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

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

Export or import laws or sanctions policies are subject to rapid change and have been the subject of recent U.S.

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 position.

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

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

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.

We have established a

manufacturing and R&D 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 R&D and sampling purposes.

Marketing activities

include direct relationships with potential customers and partners.

We are under nondisclosure agreement (NDA) with a number of current

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

Employees & Human

At June 30, 2024, Aeluma had 11 full-time employees,

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The majority of employees work in engineering.

We plan to hire additional persons on an as-needed

None of our employees are represented by a labor

We have not experienced any work stoppages, and we consider our relations with our employees to be very good.

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.

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

Sustainability

We are committed to leveraging our technology

for sustainable operations.

Recognizing the profound impact of climate change on the global economy, our company, and our stakeholders,

we embrace our responsibility to safeguard the planet.

Our journey toward sustainability is ongoing, driven by a commitment to understand

our environmental footprint and enhance our positive impact.

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.

Corporate Information

Aeluma was incorporated

in Delaware on August 21, 2020, under the name Parc Investments, Inc.;

the name was changed to Aeluma, Inc.

in June 2021.

Our principal

executive offices are located at 27 Castilian Drive, Goleta, California 93117.

Our website is located at Aeluma, Inc.

and we make available, free of charge, on or through our website all of our periodic reports, including our Annual Reports on Form 10-K,

Quarterly Reports on Form 10-Q, and current reports on Form 8-K, as soon as reasonably practicable after we file such reports with the

Our website and the information contained on our website is not incorporated by reference and is not a part of this Annual Report.

Risk Factors.

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.

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