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SEC Comment Letter 0000000000-23-007765 to Aeluma, Inc. (ALMU)

Aeluma, Inc.
Date: July 21, 2023 · CIK: 0001828805 · Accession: 0000000000-23-007765

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File numbers found in text: 333-273149

Date
July 21, 2023
Author
Jonathan Klamkin
Form
UPLOAD
Company
Aeluma, Inc.

Letter

United States securities and exchange commission logo July 21, 2023 Jonathan Klamkin Chief Executive Officer Aeluma, Inc. 27 Castilian Drive Goleta, California 93117 Re:Aeluma, Inc. Registration Statement on Form S-1 Filed July 6, 2023 File No. 333-273149 Dear Jonathan Klamkin: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 filed July 6, 2023 Executive Compensation, page 50 1.Please update the disclosure in this section. For example, revise this section to include compensation information for each of the company's last two completed fiscal years in a Summary Compensation Table. For guidance, see Item 402(n) of Regulation S-K. In addition, update the table on page 50 to present the information as of the end of the company's last completed fiscal year. As another example, expand the disclosure in the Compensation Paid to Directors section on page 51 to provide the compensation information of the directors for the company's last completed fiscal year. For guidance, see Item 402(r) of Regulation S-K. We remind you that the company and its management are responsible for the accuracy

FirstName LastNameJonathan Klamkin Comapany NameAeluma, Inc. July 21, 2023 Page 2 FirstName LastName Jonathan Klamkin Aeluma, Inc. July 21, 2023 Page 2 and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Thomas Jones at 202-551-3602 or Geoff Kruczek at 202-551-3641 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Louis Taubman, Esq.

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United States securities and exchange commission logo
July 21, 2023
Jonathan Klamkin
Chief Executive Officer
Aeluma, Inc.
27 Castilian Drive
Goleta, California 93117
Re:Aeluma, Inc.
Registration Statement on Form S-1
Filed July 6, 2023
File No. 333-273149
Dear Jonathan Klamkin:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed July 6, 2023
Executive Compensation, page 50
1.Please update the disclosure in this section.  For example, revise this section to include
compensation information for each of the company's last two completed fiscal years in a
Summary Compensation Table.  For guidance, see Item 402(n) of Regulation S-K.  In
addition, update the table on page 50 to present the information as of the end of the
company's last completed fiscal year. As another example, expand the disclosure in the
Compensation Paid to Directors section on page 51 to provide the compensation
information of the directors for the company's last completed fiscal year.  For guidance,
see Item 402(r) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameJonathan Klamkin
 Comapany NameAeluma, Inc.
 July 21, 2023 Page 2
 FirstName LastName
Jonathan Klamkin
Aeluma, Inc.
July 21, 2023
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Thomas Jones at 202-551-3602 or Geoff Kruczek at 202-551-3641 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Louis Taubman, Esq.