SecProbe.io

CORRESP
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 AELUMA, INC.

 August 6, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 Aeluma, Inc.

 Registration Statement on Form S-3, as amended (File No. 333-289135)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Aeluma, Inc. hereby requests that the effectiveness of the above-referenced
Registration Statement on Form S-3 (the "Registration Statement") be accelerated and that the Registration Statement become
effective at 4:30 p.m., Eastern Time, on Friday, August 8, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Aeluma, Inc.

 By:
 /s/ Jonathan Klamkin

 Name:
 Jonathan Klamkin

 Title:
 Chief Executive Officer and Director

 cc:
 Louis Taubman, Esq.

 Hunter Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 4, 2025

Jonathan Klamkin
Chief Executive Officer
Aeluma, Inc.
27 Castilian Drive
Goleta, California

 Re: Aeluma, Inc.
 Registration Statement on Form S-3
 Filed July 31, 2025
 File No. 333-289135
Dear Jonathan Klamkin:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 AELUMA, INC.

 March 25, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 Aeluma, Inc.

 Registration Statement on Form S-1, as amended (File No. 333-285469)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Aeluma, Inc. hereby requests that the effectiveness of the above-referenced
Registration Statement on Form S-1 (the "Registration Statement") be accelerated and that the Registration Statement become
effective at 4:30 p.m., Eastern Time, on Tuesday, March 25, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Aeluma, Inc.

 By:
 /s/ Jonathan Klamkin

 Name:
 Jonathan Klamkin

 Title:
 Chief Executive Officer and Director

 cc:
 Louis Taubman, Esq.

 Hunter Taubman Fischer & Li LLC

CORRESP
 1
 filename1.htm

 March 25, 2025

 VIA EDGAR

 Division of Corporate Finance

 United States Securities and Exchange Commission

 100 F. Street, NE

 Washington, DC 20549

 Re: Aeluma, Inc.

 Registration Statement
on Form S-1, as amended

 File No. 333-285469

 Acceleration Request

 Requested Date: March
25, 2025

 Requested Time: 4:30
P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Craig-Hallum Capital Group LLC, as sole underwriter, hereby joins Aeluma, Inc. in requesting that
the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-285469) (the
" Registration Statement ") be declared effective on March 25, 2025, at 4:30 p.m. Eastern Time, or as soon as
practicable thereafter.

 Pursuant to Rule 460 under
the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters,
dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended

 Very truly yours,

 Craig-Hallum Capital Group LLC

 By:
 /s/ Rick Hartfiel

 Name:
 Rick Hartfiel

 Title:
 Head of Investment Banking

CORRESP
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 AELUMA, INC.

 March 24, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 Aeluma, Inc.

 Initially Filed February 28, 2025
 File No. 333-285469
 Withdrawal of Acceleration Request

 Ladies and Gentlemen:

 Reference is made
to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on March 21, 2025, in which we requested
the acceleration of the effective date of the above-captioned Registration Statement for March 25, 2020, at 4:30 p.m. Eastern Time, or
as soon as practicable thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended. Aeluma, Inc. is no longer
requesting that such Registration Statement be declared effective at such date and time, and we hereby formally withdraw our request for
acceleration of the effective date of the above-captioned Registration Statement.

 Please contact Rachael
Schmierer of Hunter Taubman Fischer & Li LLC, at (212) 530-2208, if you have any questions or concerns regarding this matter.

 Very truly yours,

 Aeluma, Inc.

 By:
 /s/ Jonathan Klamkin

 Name:
 Jonathan Klamkin

 Title:
 Chief Executive Officer and Director

 cc:
 Louis Taubman, Esq.

 Hunter Taubman Fischer & Li LLC

CORRESP
 1
 filename1.htm

 March 24, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 Aeluma, Inc.

 Registration Statement on Form S-1, as amended
 File No. 333- 285469

 Withdrawal Request

 Ladies and gentlemen:

 Reference is made to the letter,
filed as correspondence via EDGAR on March 21, 2025, in which Craig-Hallum Capital Group LLC joined Aeluma, Inc. in requesting the acceleration
of the effective date of the above-referenced Registration Statement for March 25, 2025 at 4:30 p.m. Eastern Time, in accordance with
Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective
at this time and we hereby formally withdraw our request for acceleration of the effective date.

 Very truly yours,

 Craig-Hallum Capital Group LLC

 By:
 /s/ Rick Hartfiel

 Name:
 Rich Hartfiel

 Title:
 Head of Investment Banking

CORRESP
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 AELUMA, INC.

 March 21, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 Aeluma, Inc.

 Registration Statement on Form S-1, as amended (File No. 333-285469)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, Aeluma, Inc. hereby requests that the effectiveness of the above-referenced
Registration Statement on Form S-1 (the "Registration Statement") be accelerated and that the Registration Statement become
effective at 4:30 p.m., Eastern Time, on Tuesday, March 25, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Aeluma, Inc.

 By:
 /s/ Jonathan Klamkin

 Name:
 Jonathan Klamkin

 Title:
 Chief Executive Officer and Director

 cc:
 Louis Taubman, Esq.

 Hunter Taubman Fischer & Li LLC

CORRESP
 1
 filename1.htm

 March 21, 2025

 VIA EDGAR

 Division of Corporate Finance

 United States Securities and Exchange Commission

 100 F. Street, NE

 Washington, DC 20549

 Re:
 Aeluma, Inc.

 Registration Statement on Form S-1, as amended

 File No. 333-285469

 Acceleration Request

 Requested Date: March 25, 2025

 Requested Time: 4:30 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Craig-Hallum Capital Group LLC, as sole underwriter, hereby joins Aeluma, Inc. in requesting that
the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-285469) (the
" Registration Statement ") be declared effective on March 25, 2025, at 4:30 p.m. Eastern Time, or as soon as
practicable thereafter.

 Pursuant to Rule 460 under
the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters,
dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 Very truly yours,

 Craig-Hallum Capital Group LLC

 By:
 /s/ Rick Hartfiel

 Name:
 Rick Hartfiel

 Title:
 Head of Investment Banking

CORRESP
 1
 filename1.htm

 March 21, 2025

 VIA EDGAR

 Division of Corporate Finance

 United States Securities and Exchange Commission

 100 F. Street, NE

 Washington, DC 20549

 Re:
 Aeluma, Inc.

 Registration Statement on Form S-1, as amended

 File No. 333-285469

 Acceleration Request

 Requested Date: March 25, 2025

 Requested Time: 4:30 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Craig-Hallum Capital Group LLC, as sole underwriter, hereby joins Aeluma, Inc. in requesting that
the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-285469) (the
" Registration Statement ") be declared effective on March 25, 2025, at 4:30 p.m. Eastern Time, or as soon as
practicable thereafter.

 Pursuant to Rule 460 under
the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters,
dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 The undersigned advises
that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Craig-Hallum Capital Group LLC

 By:
 /s/ Rick Hartfiel

 Name:
 Rick Hartfiel

 Title:
 Head of Investment Banking

March 5, 2025
Jonathan Klamkin
Chief Executive Officer
Aeluma, Inc.
27 Castilian Drive
Goleta, California 93117
Re:Aeluma, Inc.
Registration Statement on Form S-1
Filed February 28, 2025
File No. 333-285469
Dear Jonathan Klamkin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Louis Taubman

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Aeluma, Inc.

27 Castilian Drive

Goleta, California 93117

September 26, 2023

Via Edgar

Mr. Thomas Jones

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Aeluma, Inc.

    Registration Statement on Form S-1, as amended (File No. 333-273149)

    Request for Acceleration of Effectiveness

Dear Mr. Jones:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Aeluma, Inc. hereby requests that the effectiveness
of the above-referenced Registration Statement on Form S-1, as amended be accelerated to, and that the Registration Statement becomes
effective at 4:30 p.m., Eastern Time, on Thursday, September 28, 2023, or as soon thereafter as practicable.

    Very truly yours,

    By:
    /s/ Jonathan Klamkin

    Jonathan Klamkin

Chief Executive Officer

Louis Taubman, Esq.

Hunter Taubman Fischer & Li LLC

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Aeluma, Inc.

September 21, 2023

Via Edgar

Mr. Thomas Jones

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Aeluma, Inc.

    Registration Statement on Form S-1

    Filed August 3, 2023

    File No. 333-273149

Dear Mr. Jones:

As per the telephone conversation we had on September
19, 2023 regarding the above referenced registration statement for Aeluma, Inc. (the “Company”, “we”, and “our”),
we are filing Pre-Effective Amendment No. 2, as a Part II filing only, on this same date to file an updated consent from our auditor.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Rachael Schmierer, Esq., of Hunter Taubman Fischer
& Li LLC, at (516) 526-3504.

    Very truly yours,

    /s/ Jonathan Klamkin

    Name:
    Jonathan Klamkin

    Title:
    CEO

Rachael Schmierer, Esq.

Hunter Taubman Fischer & Li LLC

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Aeluma, Inc

27 Castilian Drive

Goleta, California 93117

August 3, 2023

Via Edgar Correspondence

Thomas Jones

Geoff Kruczek

Division of Corporation Finance

Office of Manufacturing

U.S. Securities Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:

    Aeluma, Inc. (the “Company”)

    Registration Statement on Form S-1

    Filed July 6, 2023

    File No. 333-273149

To whom it may concern:

This letter is in response to the letter dated
July 21, 2023 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to Aeluma,
Inc. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s comments
in this response and numbered them accordingly. An amended registration statement on Form S-1 (the “Amended Registration Statement”)
is being submitted to accompany this letter.

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.

RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised the disclosure in Executive Compensation section generally
to (i) include the compensation information for each of the Company’s last two completed fiscal years in a Summary Compensation Table;
(ii) update the table on page 50 to present the information as of the end of the Company’s last completed fiscal year; and (iii) update
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.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel Louis Taubman, Esq. of Hunter Taubman Fischer & Li LLC at ltaubman@htflawyers.com.

    Aeluma, Inc.

    /s/ Jonathan Klamkin

    Name:
    Jonathan Klamkin

    Title:

    Chief Executive Officer &

    Principal Financial Officer & Chairman

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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Aeluma, Inc.

27 Castilian Drive

Goleta, California 93117

January 14, 2022

Via Edgar

Mr. Geoffrey Kruczek

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Aeluma, Inc.

    Registration Statement on Form S-1, as amended (File No. 333-259179)

    Request for Acceleration of Effectiveness

Dear Mr. Kruczek:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Aeluma, Inc. hereby requests that the effectiveness
of the above-referenced Registration Statement on Form S-1, as amended be accelerated to, and that the Registration Statement becomes
effective at 4:30 p.m., Eastern Time, on Wednesday, January 19, 2022, or as soon thereafter as practicable.

    Very truly yours,

    By:
    /s/ Jonathan Klamkin

    Jonathan Klamkin

Chief Executive Officer

Louis Taubman, Esq.

Hunter Taubman Fischer & Li LLC

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Aeluma, Inc.

December 21, 2021

Via Edgar

Mr. Evan Ewing

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Aeluma, Inc.

    Amendment No. 2 to Registration Statement on Form S-1

    Filed November 19, 2021

    File No. 333-259179 (the “Registration Statement”)

Dear Mr. Ewing:

This letter is in response to the letter dated December
2, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Aeluma, Inc. (“Aeluma,” the “Company”, “we”, and “our”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. As per the telephone
calls between our counsel, Hunter Taubman Fischer & Li LLC (“HTFL”) and you and Mr. Kruczek on Tuesday, December
7, 2021 and Monday, December 13, 2021 (collectively, the “Discussions”), below is our proposed response to Comment 1 of your
December 2, 2021 letter; once we resolve this comment, we shall file an amended Registration Statement on Form S-1 to reflect the agreed
upon response and our response to your two other comments, which we note below.

Amendment No. 2 to Form S-1 filed November 19,
2021

Cover Page

1. We note your revisions in response to comment
1. Please revise throughout the registration statement, including the cover page, the offering section, determination of offering price
section and plan of distribution to remove all indications that selling shareholders have the ability to sell their shares at market prices
at any point during the offering, including if and when your common stock is quoted on the OTCQB or another public trading market. Your
revised disclosure should state clearly the fixed price that will continue for the duration of the offering.

Following the Discussions, we reviewed the two precedents
you provided and respectfully believe that the persons included as Selling Shareholders in the Registration Statement should not be considered
underwriters and should be allowed to sell their shares at prevailing market prices or at privately negotiated prices once a public market
for Aeluma’s common stock is established.

As per your request, we outline the basic timeline
of events at issue, which we believe support our position.

1.
Parc Investments, Inc. (“Parc”) was incorporated in the State of Delaware on August 21, 2020. On August 21,
2020, Parc issued and sold an aggregate of 5,000,000 shares of its common stock pursuant to stock purchase agreements with is initial
shareholders. Parc issued these shares of Common Stock under the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation D thereunder; both of the initial
shareholders were “accredited investors” as defined in Rule 501 under the Securities Act.  Each initial shareholder represented
and warranted to Parc that he was acquiring the shares for investment for his own account, not as a nominee or agent and not with the
view to, or for resale in connection with, any distribution thereof.

 2. On October 21, 2020, Parc filed with the Commission a registration statement on Form 10 to register its
common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the
Form 10, Parc identified itself as a “shell company” (as defined in Rule 12b-2 under the Exchange Act). The Form 10 was
declared effective by the Commission on December 1, 2020.

 3. On June 11, 2021, Parc filed with the Commission a Schedule 14F-1, disclosing that it was negotiating
a proposed reverse triangular merger by which Biond Photonics, Inc. (d.b.a. “Aeluma”), a privately held California corporation
(“Biond Photonics”) would merge with and into a to-be-formed wholly-owned subsidiary of Parc (“Acquisition
Sub”), with Acquisition Sub continuing as the surviving entity (the “Merger”) and as a wholly-owned subsidiary
of Parc, and that the Merger was expected to occur pursuant to an Agreement and Plan of Merger and Reorganization to be entered into among
Parc, Biond Photonics and Acquisition Sub (the “Merger Agreement”).

 4. On June 22, 2021, Parc’s board of directors
and shareholders 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 (among other things)
Parc changed its name to “Aeluma, Inc.”

 5. On June 22, 2021, Biond Photonics merged with and into Aeluma’s (f.k.a. Parc) wholly-owned subsidiary,
Aeluma Operating Co., a corporation formed in the State of Delaware on June 17, 2021 (“Acquisition Sub”). Pursuant
to the Merger, Acquisition Sub was the surviving corporation and remained Aeluma’s wholly owned subsidiary, and all of the outstanding
stock of Biond Photonics was converted into shares of Aeluma’s common stock (the “Merger Shares”). All of the
shareholders of Biond Photonics receiving Merger Shares of Aeluma in the Merger represented that they were “accredited investors”
as defined in Rule 501 under the Securities Act. As a result of the Merger, Aeluma acquired the business of Biond Photonics and continued
the business operations of Biond Photonics as a public reporting company under the name Aeluma, Inc.

 a. Biond Photonics was incorporated in California on February 28, 2019 and has been operational since that
time.

 b. As fully explained in the Current Report on Form 8-K that Aeluma filed on June 28, 2021 (the “Super
8-K”), as a result of the Merger, Aeluma ceased to be a shell company. The information contained in the Super 8-K, together
with the information contained in Aeluma’s (f.k.a. Parc) Annual Report on Form 10-K for the fiscal year ended December 31, 2020,
and its subsequent Quarterly Report on Form 10-Q, as filed with the Commission, constitute the current “Form 10 information”
necessary to satisfy the requirements of Item 2.01(f) of Form 8-K and the conditions contained in Rule 144(i)(2) under the Securities
Act.

    2

6.
Following the Merger, between June 22, 2021 and June 25, 2021, Aeluma sold an aggregate of 3,885,000 shares of its common stock
to “accredited investors” (as defined in Rule 501 under the Securities Act (the “June Purchasers”) pursuant
to a private placement offering at a purchase price of $2.00 per share (the “Offering Price”) and issued 50,000 shares
of common stock (the “Placement Agent Shares”) and warrants to purchase 348,500 shares of common stock (the “Placement
Agent Warrants”) (in addition to a cash commission) to the placement agent of the private placement, a broker-dealer registered
under the Exchange Act, and/or its designees. On July 1, 2021, Aeluma sold an additional 115,000 common stock shares at the Offering Price
to additional accredited investors (the “July Purchasers,” together with the June Purchasers, the “Purchasers”)
and issued additional Placement Agent Warrants to purchase 11,500 shares of common stock to the placement agent of the private placement,
and/or its designees. The private placement offering is referred to herein as the “Offering.”

 a. As per Section 6(d) of the Subscription Agreement for the Offering (the “Subscription Agreement”),
each of the Purchasers’ obligation to accept delivery of the shares and to pay for the shares was, among other things, subject to
the prior closing of the Merger. Accordingly, the Offering occurred after the Merger and therefore at a time when the entity selling the
shares was not a shell company.

 b. As per Section 4(b) of the Subscription Agreement, each Purchaser represented and warranted that he/she/it
was acquiring the shares for investment for his, her or its own account and not with the view to, or for resale in connection with, any
distribution thereof. The Offering was not designed to distribute or redistribute the shares to the public without compliance with the
registration requirements of the Securities Act.

 c. The Purchasers invested in Aeluma, as a post-Merger entity conducting all of the business and operations
of Biond Photonics. We strongly believe that it would defeat the Purchasers’ purpose of investing in Aeluma, with the understanding
that their shares would be registered, if they were forced to sell at $2.00 even after a public market is established.

Pursuant to
a Registration Rights Agreement among Aeluma, the Purchasers, the holders of Placement Agent Shares, the holders of Placement Agent Warrants,
the holders of Merger Shares, and the pre-Merger shareholders of Aeluma, on August 30, 2021, Aeluma filed the Registration Statement to
register for resale the shares of its common stock held by the foregoing persons (the “Registrable Shares”).

The shareholders
of Biond Photonics agreed to the Merger and the Investors participated in the Offering, as applicable, because of Biond Photonics’
business and operations and the value it would bring to the surviving company’s shareholders. In addition to the representations
referred to above, all of shareholders of Biond Photonics acquired their shares of Biond Photonics stock for investment purposes rather
than with a view to distribution.

In the Staff’s comment letters of September
24 and October 28, 2021, as well as during the Discussions, (collectively, the “Comment Letters”), the Staff has requested
that the Company (a) identify all of the selling shareholders in the Registration Statement as underwriters with respect to their Registrable
Shares, and (b) revise the Registration Statement to state that the selling shareholders must offer and sell their Registrable Shares
for a fixed price for the duration of the offering.

    3

In the September 24 Comment Letter, the Staff states:

Please note that shareholders who receive
shares from a shell company are considered underwriters with respect to their resales until the company is no longer a shell company and
Form 10 information has been available for 12 months. Until the company satisfies these conditions, the selling shareholders will be deemed
to be underwriters whose sales are designed to create a market in the company’s securities.

As previously noted, the shares held by the Purchasers
in the Offering, the Placement Agent Shares, the Placement Agent Warrants and the Merger Shares were not issued when the Company was a
shell company. Furthermore, respectfully, we disagree with the Staff’s statement that shareholders who receive securities from a
company when it is a shell company are automatically deemed underwriters in connection with any resale of those securities, particularly
a registered resale of such securities.

Rule 144 Inapplicable to Registered Offerings

In the Discussions, the Staff referred to Rule 144(i)
and the policies behind it articulated in SEC Release 33-8869 (2007) (which adopted amendments to Rule 144 including the addition of paragraph
(i)) as a basis for the Staff’s position stated in the Comment Letters. We acknowledge that the safe harbor provided by Rule 144
is not available to the Company’s shareholders until the conditions of Rule 144(i) have been satisfied; however, we believe the
Staff’s reference to Rule 144 in this situation is not relevant as we do not believe that either Rule 144 or Release 33-8869 has
any application to registered offerings. “The Commission adopted Rule 144 to provide a safe harbor from [the] definition of ‘underwriter’
to assist security holders in determining whether the Section 4[(a)](1) exemption is available for their resale of securities.”1
We do not believe Rule 144 has any application here, where the selling shareholders are not seeking to rely on the Section 4(a)(1) exemption
or Rule 144, but instead will offer their securities pursuant to an effective registration statement covering their securities.

Rule 144 Does Not Create a Presumption of Underwriter
Status

We do not believe that Rule 144(i) or Release 33-8869
either states or implies that shareholders who receive securities from an issuer when it is a shell company (much less after it was a
shell company) are considered underwriters in connection with any resale of those securities until the conditions of
Rule 144(i)(2) are met. Rule 144(i)(1) is unavailable for the resale of securities initially issued by a shell company or a former shell
company; however, Rule 144(i)(2) provides an exception to the general prohibition of Rule 144(i)(1) such that securities of a former shell
company may be sold pursuant to Rule 144 if certain conditions are met, including that Form 10 information was filed at least one year
prior to the proposed sale. We do not believe that any part of Rule 144(i) creates a presumption that shareholders who received securities
from a then or former shell company are considered underwriters for any future resale of such securities, and we do not
believe that any part of Rule 144 provides that anyone for whom the Rule 144 safe harbor is unavailable is automatically deemed an underwriter
in connection with any future resale. As noted above and in the Preliminary Note to Rule 144, Rule 144 deals solely with
offers and sales proposed to be exempt pursuant to Section (4)(a)(1). The rule is silent respecting registered resale offerings such as
this one and, as such, the Commission’s intent should be taken into consideration.

1 SEC Release 33-8869, 6 (2007)

    4

We do not believe that the Commission’s intent
was to make shareholders who receive securities from a shell company underwriters in connection with any resales of those
securities. If the Commission’s intent was to make shareholders who receive securities from a shell company underwriters in connection
with any resale of those securities, including registered resales of such securities, until the conditions of Rule 144(i)(2)
have been met, we believe the Commission would have adopted an explicit “presumptive underwriter” provision that applies to
every resale of securities by such persons. We believe the absence of such rule contradicts the Staff’s position, particularly since
the Commission has explicitly adopted rules regarding presumptive underwriter status of shell company securities in other circumstances
(i.e., securities received by affiliates in a Rule 145(a) transaction). Rule 144 deals only with who is not an underwriter
for purposes of the exemption in Section 4(a)(1), not who is one. The rule is silent respecting registered resale offerings such as this
one.

The Commission adopted Rule 144 to establish
specific criteria for determining whether a person is not engaged in a distribution. Rule 144 creates a safe harbor from the Section 2(a)(11)
definition of “underwriter.” A person satisfying the applicable conditions of the Rule 144 safe harbor is deemed not to be
engaged in a distribution of the securities and therefore not an underwriter of the securities for purposes of Section 2(a)(11).2

Like all other “safe harbor” exemptions,
Rule 144 is not the exclusive means of determining who is not an underwriter.

Definition of an Underwriter

Section 2(a)(11) of the Securities Act defines an
underwriter as “any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with,
the distribution of any security, or participates or has a direct or indirect participation in any such undertaking, or participates or
has a participation in the direct or indirect underwriting of any such undertaking.”

The interpretation of this definition traditionally
has focused on the words “with a view to” in the phrase “purchased from an issuer with a view to * * * distribution.”
. . .[P]rior to and since the adoption of Rule 144, subsequent acts and circumstances have been considered to determine whether the purchaser
took the securities “with a view to distribution” at the time of the acquisition. 3

The following circumstances indicate that none of
the Registrab

United States securities and exchange commission logo
December 2, 2021
Jonathan Klamkin
Chief Executive Officer
Aeluma, Inc.
27 Castilian Drive
Goleta, California 93117
Re:Aeluma, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 19, 2021
File No. 333-259179
Dear Mr. Klamkin:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our October 28, 2021 letter.
Amendment No. 2 to Form S-1 filed November 19, 2021
Cover page
1.We note your revisions in response to comment 1. Please revise throughout the
registration statement, including the cover page, the offering section, determination of
offering price section and plan of distribution, to remove all indications that selling
shareholders have the ability to sell their shares at market prices at any point during
the offering, including if and when your common stock is quoted on the OTCQB or
another public trading market.  Your revised disclosure should state clearly the fixed price
that will continue for the duration of the offering.

 FirstName LastNameJonathan Klamkin
 Comapany NameAeluma, Inc.
 December 2, 2021 Page 2
 FirstName LastName
Jonathan Klamkin
Aeluma, Inc.
December 2, 2021
Page 2
Financial Statements, page F-1
2.Please revise your interim financial statements for the period ended September 30, 2021 to
provide subsequent event disclosures as required by ASC 855-10-50.
Exhibits
3.We note your response to comment 5. Please revise the first paragraph of the legal opinion
to (i) fill in the bracketed date, (ii) revise the number of Shares to 10,650,002 and
(iii) revise the number of Warrant Shares to 360,000.
            You may contact Ernest Greene at 202-551-3733 or John Cash at 202-551-3768 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Evan Ewing at 202-551-5920 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Louis Taubman

CORRESP
1
filename1.htm

Aeluma, Inc.

November 19, 2021

Via Edgar

Mr. Ernest Greene

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Aeluma, Inc.

    Registration Statement on Form S-1

    Filed October 15, 2021

    File No. 333-259179

Dear Mr. Greene:

This letter is in response to the letter dated
October 28, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Aeluma, Inc. (the “Company”, “we”, and “our”). For ease of reference, we have recited the Commission’s
comments in this response and numbered them accordingly. An amended Registration Statement on Form S-1 (“Amended Registration Statement”)
is being filed to accompany this letter.

Amendment No. 1 to Registration Statement
on Form S-1 filed October 15, 2021

Prospectus Cover Page, page i

1. We note your revisions in response to prior
comment 1. Please revise your disclosure to state that the selling shareholders must offer and sell their shares for a fixed price for
the duration of the offering. This includes the cover page, the offering section, determination of offering price section and plan of
distribution. Clearly state in each section that the selling shareholders must sell at a fixed price for the duration of the offering.

We updated the Amended Registration Statement
as per your comment.

Description of Securities

Section 203 of the DGCL, page 61

2. We note your response to comment 16. Please
add disclosure describing Sections 2 and 3 of Article XII of your charter.

Pursuant to your comment, we added disclosure
describing Sections 2 and 3 of Article XII of your charter.

Selling Shareholders, page 62

3. We note your response to comment 17. The
beneficial ownership table on page 56 states that Steven DenBaars beneficially owns 276,755 shares of common stock. The selling stockholders
table on page 62 states that he beneficially owns 376,755 shares of common stock. Please revise or clarify.

Pursuant your comment, we reviewed Mr.
DenBaar’s holdings and realized that the amount of shares in the beneficial ownership table should also be 376,755 since that
is the number of shares he holds as of today. We revised the disclosure accordingly.

Lock-up Agreements, Page 71

4. Please disclose your response to comment
18.

Pursuant to your comment, the Amended Registration
Statement includes our response to comment 18.

Exhibits, page II-6

5. We note your response to prior comment 25.
Because it appears you are attempting to register the resale of shares of common stock, the legal opinion should not require the registration
statement become effective or the sale of the securities in order for the securities to be validly issued, fully paid and non-assessable.
Accordingly, please revise the legal opinion to (i) state that the shares of common stock are validly issued, fully paid and non-assessable
and (ii) state that the shares of common stock underlying the warrants, once exercised, will be validly issued, fully paid and non-assessable

Pursuant to your comment, we revised the legal
opinion.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Lou Taubman, of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Jonathan Klamkin

    Name:
    Jonathan Klamkin

    Title:
    Chief Executive Officer

Lou Taubman

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
October 28, 2021
Jonathan Klamkin
Chief Executive Officer
Aeluma, Inc.
27 Castilian Drive
Goleta, California 93117
Re:Aeluma, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 15, 2021
File No. 333-259179
Dear Mr. Klamkin:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our September 24, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Cover Page, page i
1.We note your revisions in response to prior comment 1.  Please revise your disclosure to
state that the selling shareholders must offer and sell their shares for a fixed price for the
duration of the offering.  This includes the cover page, the offering section, determination
of offering price section and plan of distribution.  Clearly state in each section that the
selling shareholders must sell at a fixed price for the duration of the offering.
Description of Securities
Section 203 of the DGCL, page 61
2.We note your response to comment 16. Please add disclosure describing Sections 2 and 3

 FirstName LastNameJonathan Klamkin
 Comapany NameAeluma, Inc.
 October 28, 2021 Page 2
 FirstName LastName
Jonathan Klamkin
Aeluma, Inc.
October 28, 2021
Page 2
of Article XII of your charter.
Selling Shareholders, page 62
3.We note your response to comment 17. The beneficial ownership table on page 56 states
that Steven DenBaars beneficially owns 276,755 shares of common stock. The selling
stockholders table on page 62 states that he beneficially owns 376,755 shares of common
stock. Please revise or clarify.
Lock-Up Agreements, page 71
4.Please disclose your response to comment 18.
Exhibits , page II-6
5.We note your response to prior comment 25.  Because it appears you are attempting to
register the resale of shares of common stock, the legal opinion should not require
the registration statement become effective or the sale of the securities in order for the
securities to be validly issued, fully paid and non-assessable. Accordingly, please revise
the legal opinion to (i) state that the shares of common stock are validly issued, fully paid
and non-assessable and (ii) state that the shares of common stock underlying the warrants,
once exercised, will be validly issued, fully paid and non-assessable.
            You may contact Ernest Greene at 202-551-3733 or John Cash at 202-551-3768 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Evan Ewing at 202-551-5920 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Louis Taubman

CORRESP
1
filename1.htm

Aeluma, Inc.

October 15, 2021

Via Edgar

Mr. Ernest Greene

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Aeluma, Inc.

    Registration Statement on Form S-1

    Filed August 30, 2021

    File No. 333-259179

Dear Mr. Greene:

This letter is in response to the letter dated
September 24, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Aeluma, Inc. (the “Company”, “we”, and “our”). For ease of reference, we have recited
the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form S-1 (“Amended
Registration Statement”) is being filed to accompany this letter.

Registration Statement on Form S-1 filed
August 30, 2021

Prospectus Cover Page, page i

1. Please note that shareholders who receive
shares from a shell company are considered underwriters with respect to their resales until the company is no longer a shell company and
Form 10 information has been available for 12 months. Until the company satisfies these conditions, the selling shareholders will be deemed
to be underwriters whose sales are designed to create a market in the company’s securities.

Accordingly, please revise the prospectus as
follows:

 ● Please revise your disclosure to state that the selling shareholders
must offer and sell their shares for a fixed price for the duration of the offering and disclose the fixed price at which the selling
shareholders will offer their shares. In this regard, please revise throughout the prospectus to remove any and all indications that
selling shareholders have the ability to sell their shares at market prices.

 ● Please revise your disclosure to identify your selling shareholders
as underwriters throughout the prospectus, including the prospectus cover page.

We updated the Amended Registration Statement
as per your comment.

2. The company’s Amended and Restated Certificate
of Incorporation states that its common stock has a par value of $0.0001. Please revise where you state that the Company’s common stock
has no par value.

The Amended Registration Statement is revised
as per your comment.

Table of Contents, page i

    1

3. If not applicable, remove the reference
to your “Underwriter” in the penultimate paragraph of text on this page.

The Amended Registration Statement is revised
as per your comment.

Prospectus Summary, page 4

4. If not applicable to your business, remove
references to “drug candidates” and “pharmaceutical products” throughout the prospectus.

The Amended Registration Statement is revised
as per your comment

Our officers and directors own a significant
percentage of our outstanding voting securities...,

page 21

5. We note the statement that your officers
and directors own approximately 33.51% of your outstanding voting securities and as a result “can elect a majority of our Board and
authorize or prevent proposed significant corporate transactions without the votes of any other stockholders...and have the ability to
prevent any transaction that requires the approval of stockholders, regardless of whether or not our other stockholders believe that such
transaction is in our best interests.” Your Amended and Restated Bylaws state that (i) in all matters other than the election of
directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter and (ii) directors will be elected by a plurality of the voting power of the shares present
in person or represented by proxy at the meeting and entitled to vote on the election of directors. Please revise or clarify how your
organizational documents allow your officers and directors to control the company.

After reviewing your comment, we revised the disclosure
in the Amended Registration Statement to reflect the policies set forth in our Amended and Restated Bylaws. Accordingly, the risk factor
noted in your comment and the section titled “Voting,” within the Description of Securities section have been revised as follow:

Our officers and directors own a significant
percentage of our outstanding voting securities which could reduce the ability of minority stockholders to effect certain corporate actions.

Collectively, our officers
and directors own an aggregate of 3,530,745 shares of our common stock, or approximately 33.51% of our outstanding voting securities.
As a result, currently, and after this offering, may exert a substantial influence on actions requiring a shareholder vote, potentially
in a manner that you do not support, including amendments to our amended and restated certificate of incorporation and approval of major
corporate transactions they will possess significant influence and can elect a majority of our Board and authorize or
prevent proposed significant corporate transactions without the votes of any other stockholders. They are expected to have significant
influence over a decision to enter into any corporate transaction and have the ability to prevent any transaction that requires
the approval of stockholders, regardless of whether or not our other stockholders believe that such transaction is in our best interests.
Such concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or other business combination,
which could, in turn, have an adverse effect on the market price of our Common Stock or prevent our shareholders from realizing a premium
over the then-prevailing market price for their Common Stock. In addition, our board of directors is and will be divided into three
classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. As
a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election
and our officers and directors, because of their ownership position, will have considerable influence regarding the outcome.

    2

Voting Rights

Holders of our common stock are entitled to one
vote for each share of common stock held on all matters submitted to a vote of stockholders. We have not provided for cumulative voting
for the election of directors in our restated certificate of incorporation. Except as otherwise required by law, the restated and
amended certificate of incorporation, the restated and amended bylaws or the rules of any applicable stock exchange, in all matters other
than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented
by proxy at a meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by
law, the amended and restated certificate of incorporation or the amended and restated bylaws, directors shall be elected by a plurality
of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Accordingly,
holders of a majority of the shares of our common stock will be able to elect all of our directors even if a director
receives 1% of the votes cast, he or she will be elected assuming there is no opposition candidate; where there is an opposition candidate,
the candidate receiving the most votes wins, without regard to whether those votes constitute a majority of the votes at the meeting.
Our restated bylaws establish a classified board of directors, to be divided into three classes with staggered three-year terms. Only
one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder
of their respective three-year terms.

Because our management will have broad
discretion over the use of the net proceeds from the Offering..., page 23

6. Please revise this risk factor to clarify
that the company will only receive proceeds for any warrants exercised for cash.

The risk factor cited is updated in the Amended
Registration Statement as set forth below, pursuant to your comment:

Because our management will have broad discretion
over the use of the net proceeds from the Offering, you may not agree with how we use them and the proceeds may not be invested successfully.

We intend to use the net proceeds from the Offering,
as well as any cash exercises of the Placement Agent Warrants, if any for working capital and general corporate purposes,
and therefore, our management will have broad discretion as to the use of the Offering proceeds. Accordingly, you will be relying on the
judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment
decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that
does not yield a favorable, or any, return for our company.

Our certificate of incorporation requires,
to the fullest extent permitted by law, that derivative actions..., page 24

 7. We note the forum selection provisions
in Article IX of your Amended and Restated Bylaws. Please revise the risk factor to clarify that the forum selection provisions are in
your bylaws, not your certificate of incorporation.

The Amended Registration Statement is revised
as per your comment.

Determination of Offering Price, page 30

    3

8. Please revise to provide the disclosure
required by Item 505(a) of Regulation S-K.

Pursuant to your comment, we revised the section
at issue as set forth below.

The selling stockholders may sell these
shares in the over-the-counter market or otherwise, at market prices prevailing at the time of sale, at prices related to the prevailing
market price, or at negotiated prices. We will not receive any proceeds from the sale of shares by the selling stockholders.
The selling stockholders may only sell their shares of our common stock pursuant to this prospectus at a fixed price of $2.00 per
share until such time as our common stock is quoted on the OTCQB or another public trading market for our common stock otherwise develops.
At and after such time, the selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing
market prices or at privately negotiated prices. The fixed price of $2.00 at which the selling stockholders may sell their shares pursuant
to this prospectus was determined based upon the purchase price per share of our common stock sold in the Offering. We have included a
fixed price at which selling stockholders may sell their shares pursuant to this prospectus prior to the time there is a public market
for our stock in order to comply with the rules of the SEC that require that, if there is no market for the shares being registered, this
registration statement must include a price at which the shares may be sold. Except to the extent that we are involved in an underwritten
secondary offering of common stock, if any, by the selling stockholders, all shares being offered pursuant to this prospectus will be
sold by the selling stockholders without our involvement.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations Plan of Operations, page 32

9. Please provide additional detail regarding
your plan of operations, including the anticipated time frame for beginning and completing each milestone, the estimated expenses associated
with each milestone and the expected sources of funding. Also describe in more detail the specific steps you intend to take. For example,
what do you mean by “preparing the facility for equipment installation?” How will you procure equipment and bring it online
and who will perform those actions?

The plan of operation is updated in the Amended
Registration Statement as set forth below, pursuant to your comments:

During the next twelve months, we expect to take
the following steps in connection with the further development of our business and the implementation of our plan of operations. We are
currently preparing the facility for equipment installation, which includes the performance of minor HVAC (heating, ventilating,
and air conditioning) modifications in our cleanroom manufacturing area, electrical work in order to provide proper power to equipment,
and the repositioning of some nonstructural walls to customize the space layout for equipment. Soon thereafter, equipment
will be installed and then brought online, meaning power will be supplied to the equipment and various connections will be made including
gas supply lines, exhaust, and other connections. Equipment installation will be performed by Company employees, and, in some cases,
together with field service engineers from the equipment manufacturers or with consultants. Some equipment was procured previously, and
other equipment is being procured through purchase orders with equipment manufactures. The primary sources of funding for equipment procurement
and installation are the seed funding raised prior to Company becoming a public company and the funding raised from our alternative public
offering. When fully installed, the equipment will be checked through various test operations to verify that the systems are
performing to requirements and we will begin to perform development runs to realize epitaxial wafers, which is the combination of the
compound semiconductor materials grown on the silicon wafer. Thereafter, we plan to finalize the purchase agreements for
epitaxial wafers with potential two customers with whom we currently have support letters, as mentioned
elsewhere in this document, and then we will work to deliver on such orders, which would be our first. We will also
be performing internal research and development on materials and devices for our planned photodetector array products. As part of this
effort, we will be engaging foundries to develop a path toward building engineering samples and future production. In parallel, we will
continue to develop our manufacturing and product development strategy by further engaging customers and strategic partners.

Business, page 38

    4

10. Please revise to clarify the material terms
of the non-binding support letters and nonbinding supply chain agreement, including the respective rights and obligations of each party.

The description is updated in the Amended Registration
Statement as set forth below, pursuant to your comments:

Aeluma currently has two potential customers that
have provided non-binding support letters. Pursuant to the non-binding support letters, these potential customers, who are manufacturers
or research and development centers, wish to procure materials from us once our facility is operating and we are able to produce those
materials. Aeluma bought a key piece of manufacturing equipment, a MOCVD tool, from one of the potential customers pursuant
to an Agreement for Sale of Equipment between the Company and the potential customer/seller (the “Sale Agreement”). Pursuant
to the Sale Agreement, the customer will buy materials from us once we have installed and qualified the equipment. The Sale Agreement
further provides that the parties shall enter into a subcontract, on mutually acceptable terms, to develop growth processes and provide
epitaxial wafers as a service to the potential customer/seller.

Management, page 42

11. Please clarify whether Mr. Klamkin is currently
working full-time for the company. Provide risk factor disclosure if Mr. Klamkin’s other current positions may conflict with his position
at the company. Refer to Item 401(e) of Regulation S-K.

Mr. Klamkin has been
the CEO and Director of Biond Photonics, Inc. since February 28, 2019; he became the CEO and Chairman of the registrant pursuant to the
Merger. Mr. Klamkin is

United States securities and exchange commission logo
September 24, 2021
Jonathan Klamkin
Chief Executive Officer
Aeluma, Inc.
27 Castilian Drive
Goleta, California 93117
Re:Aeluma, Inc.
Registration Statement on Form S-1
Filed August 30, 2021
File No. 333-259179
Dear Mr. Klamkin:
            We have reviewed your registration statement and have the following 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 August 30, 2021
Prospectus Cover Page, page i
1.Please note that shareholders who receive shares from a shell company are considered
underwriters with respect to their resales until the company is no longer a shell company
and Form 10 information has been available for 12 months. Until the company satisfies
these conditions, the selling shareholders will be deemed to be underwriters whose sales
are designed to create a market in the company’s securities.

Accordingly, please revise the prospectus as follows:

• Please revise your disclosure to state that the selling shareholders must offer and sell
their shares for a fixed price for the duration of the offering and disclose the fixed price at
which the selling shareholders will offer their shares. In this regard, please revise

 FirstName LastNameJonathan Klamkin
 Comapany NameAeluma, Inc.
 September 24, 2021 Page 2
 FirstName LastNameJonathan Klamkin
Aeluma, Inc.
September 24, 2021
Page 2
throughout the prospectus to remove any and all indications that selling shareholders have
the ability to sell their shares at market prices.

• Please revise your disclosure to identify your selling shareholders as underwriters
throughout the prospectus, including the prospectus cover page.
2.The company's Amended and Restated Certificate of Incorporation states that its common
stock has a par value of $0.0001. Please revise where you state that the Company's
common stock has no par value.
Table of Contents, page i
3.If not applicable, remove the reference to your "Underwriter" in the penultimate paragraph
of text on this page.
Prospectus Summary, page 4
4.If not applicable to your business, remove references to "drug candidates" and
"pharmaceutical products" throughout the prospectus.
Our officers and directors own a significant percentage of our outstanding voting securities...,
page 21
5.We note the statement that your officers and directors own approximately 33.51% of your
outstanding voting securities and as a result "can elect a majority of our Board and
authorize or prevent proposed significant corporate transactions without the votes of any
other stockholders...and have the ability to prevent any transaction that requires the
approval of stockholders, regardless of whether or not our other stockholders believe that
such transaction is in our best interests." Your Amended and Restated Bylaws state that
(i) in all matters other than the election of directors, the affirmative vote of a majority of
the voting power of the shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter and (ii) directors will be elected by a plurality of
the voting power of the shares present in person or represented by proxy at the meeting
and entitled to vote on the election of directors. Please revise or clarify how your
organizational documents allow your officers and directors to control the company.
Because our management will have broad discretion over the use of the net proceeds from the
Offering..., page 23
6.Please revise this risk factor to clarify that the company will only receive proceeds for any
warrants exercised for cash.
Our certificate of incorporation requires, to the fullest extent permitted by law, that derivative
actions..., page 24
7.We note the forum selection provisions in Article IX of your Amended and Restated
Bylaws.  Please revise the risk factor to clarify that the forum selection provisions are in

 FirstName LastNameJonathan Klamkin
 Comapany NameAeluma, Inc.
 September 24, 2021 Page 3
 FirstName LastNameJonathan Klamkin
Aeluma, Inc.
September 24, 2021
Page 3
your bylaws, not your certificate of incorporation.
Determination of Offering Price, page 30
8.Please revise to provide the disclosure required by Item 505(a) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Plan of Operations, page 32
9.Please provide additional detail regarding your plan of operations, including the
anticipated time frame for beginning and completing each milestone, the estimated
expenses associated with each milestone and the expected sources of funding.  Also
describe in more detail the specific steps you intend to take.  For example, what do you
mean by "preparing the facility for equipment installation?"  How will you procure
equipment and bring it online and who will perform those actions?
Business, page 38
10.Please revise to clarify the material terms of the non-binding support letters and non-
binding supply chain agreement, including the respective rights and obligations of each
party.
Management, page 42
11.Please clarify whether Mr. Klamkin is currently working full-time for the company.
Provide risk factor disclosure if Mr. Klamkin's other current positions may conflict with
his position at the company.  Refer to Item 401(e) of Regulation S-K.
12.Please revise to briefly discuss, for each director, the specific experience, qualifications,
attributes or skills that led to the conclusion that the person should serve as a director for
your company, in light of your business and structure. Refer to Item 401(e)(1) of
Regulation S-K.
Board Leadership Structure, page 45
13.Please clarify who serves as your Chairman.
Related Party Transactions of Directors and Executive Officers, page 48
14.Please revise the thresholds you cite to be consistent with Item 404(d) of Regulation S-K
and revise your disclosure, as necessary, to include any transactions that meet the revised
thresholds.
Registration Rights Agreement, page 51
15.Please disclose whether there are any maximum cash penalties under the registration
rights agreement, if applicable. Please also disclose any additional penalties resulting from
delays in registering your common stock. Refer to ASC 825-20-50-1.

 FirstName LastNameJonathan Klamkin
 Comapany NameAeluma, Inc.
 September 24, 2021 Page 4
 FirstName LastNameJonathan Klamkin
Aeluma, Inc.
September 24, 2021
Page 4
Section 203 of the DGCL, page 52
16.You disclose here that you are subject to Section 203 of the DGCL.  Section 1 of Article
XII of your charter says you are not subject to that law.  Please reconcile.
Selling Stockholders, page 53
17.Please reconcile the number of shares owned by Steven DenBaars as disclosed here and
on page 48.
Lock-Up Agreements, page 62
18.Please clarify who is subject to the lock-up agreements.
Note 7 - Stock-Based Compensation, page F-11
19.You indicate that you “sold” 723,008 shares of common stock to certain individuals in
exchange for management advisory services for prices ranging from $0.008 to $0.015 per
share.  Please provide the following:
•Please clarify whether you “sold” shares at a discount in exchange for management
advisory services;
•Please disclose the terms of your management advisory service agreement. Please
also disclose whether this transaction included compensation for past services, future
services or both;
•You also indicate that the shares are subject to restrictions that allow you to
repurchase the shares. Please disclose the specific repurchase rights attached to your
share issuance; and
•You also recorded deferred stock-based compensation of $1,372,435 for the value of
the shares in excess of the purchase price paid by the advisors.   Please tell us how
you determined that it was appropriate to record the value of the shares in excess of
the purchase price.  Please also address how you determined the fair value of your
common stock.  Please cite the accounting literature used to support your conclusion.
Recent Accounting Pronouncements, page F-20
20.We note that you have disclosed that ASU  No. 2016-02, Leases (Topic 842) is effective
for annual periods beginning after December 15, 2021 for nonpublic entities, and early
adoption is permitted.  Given your intention to take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act, please revise your disclosure
to disclose the date on which you will adopt the recently issued accounting standard,
assuming you remain an EGC at such time.  Since it appears that you adopted this recently
issued accounting standard in fiscal 2021, please also revise your disclosure on page F-10
to disclose the date you adopted this accounting standard. Refer to Question 14 of the
Jumpstart Our Business Startups Act Frequently Asked Questions.

 FirstName LastNameJonathan Klamkin
 Comapany NameAeluma, Inc.
 September 24, 2021 Page 5
 FirstName LastNameJonathan Klamkin
Aeluma, Inc.
September 24, 2021
Page 5
Note 8. Subsequent Events, page F-21
21.Given that the auditor’s opinion is dual-dated, please revise your subsequent events
footnote to reflect that management evaluated subsequent events through August 30, 2021
rather than June 1, 2021.
Indemnification of Directors and Officers, page II-1
22.This section refers to Nevada law.  Elsewhere, you say you are a Delaware corporation.
Please revise or advise.
Recent Sales of Unregistered Securities, page II-2
23.Please revise this section to comply fully with Item 701 of Regulation S-K.  We note, for
example, it does not appear that you have provided the information required by Item 701
with respect to the sales described on pages 6 and 7 of your Form 10-K for the fiscal year
ended December 31, 2020.  As to securities sold otherwise than for cash, state the
aggregate amount of consideration received by the registrant and the nature of the
consideration, such as describe the services provided and when the services were
provided.
Exhibits, page II-3
24.Please ensure that you have filed as an exhibit each management contract or any
compensatory plan, contract or arrangement in which a director
or named executive officer participates. For example, we note that the October 27, 2020
Stock Purchase Agreements with each of Mr. Klamkin and Mr. McCarty and the
Advisory Agreement with Mr. DenBaars are not included as exhibits. Refer to Item
601(b)(10)(iii) of Regulation S-K.
25.Please refer to Exhibit 5.1. Because it appears you are registering the resale of common
stock, the opinion counsel provides for this offering should state that the shares of
common stock offered for resale are, not will be, legally issued, fully paid and non-
assessable. Please file a revised opinion.  In that revised opinion, please include a specific
number of securities covered by that opinion, not merely a dollar amount.
Signatures, page II-6
26.Please complete the blanks in the first paragraph.  Also revise below the second paragraph
of text required on your signature page to have your principal financial officer, as well as
your principal accounting officer or controller, sign the registration statement in his or her
individual capacity. If someone has signed in more than one capacity, indicate each
capacity in which he or she signed. Please also indicate whether Jonathan Klamkin is
signing in his capacity as a director. See Instruction 1 to Signatures on Form S-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of

 FirstName LastNameJonathan Klamkin
 Comapany NameAeluma, Inc.
 September 24, 2021 Page 6
 FirstName LastName
Jonathan Klamkin
Aeluma, Inc.
September 24, 2021
Page 6
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.
            You may contact Ernest Greene at (202) 551-3733 or John Cash at (202) 551-3768 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Evan Ewing at (202) 551-5920 or Geoffrey Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing