Aeluma Inc. 美股招股说明书（2026年3月20日版）

Aeluma, Inc. We have entered into a Sales Agreement (the “Sales Agreement”), with Roth Capital Partners, LLC as representative (the“Representative”) and Craig-Hallum Capital Group LLC, Northland Securities, Inc. and The Benchmark Company, LLC (collectively,the “Agents”), dated March 20, 2026, relating to shares of our common stock, par value $0.0001 per share, offered by this prospectussupplement. In accordance with the terms of the Sales Agreement, under this prospectus supplement, we may offer and sell shares of Our common stock is listed on The Nasdaq Capital Market under the symbol “ALMU.” On March 19, 2026, the last reportedsale price of our common stock on The Nasdaq Capital Market (“Nasdaq”) was $14.06 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by anymethod permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended(the “Securities Act”). The Agents will act as sales agents on a best-efforts basis using commercially reasonable efforts consistent with The Agents will be entitled to compensation at a commission rate equal to up to 3% of the gross proceeds of any shares ofcommon stock sold under the Sales Agreement. In connection with the sale of the common stock on our behalf, each of the Agents willbe deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Agents will be deemed to be We are an “emerging growth company” and a “smaller reporting company” as defined in the U.S. federal securities laws and,therefore, we will be subject to reduced public company reporting requirements for this prospectus supplement and future filings. Investing in our common stock involves a high degree of risk. Before making an investment decision, please read theinformation under the heading “Risk Factors” starting on page S-3 in this prospectus supplement and in the documents Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. Roth Capital Partners Craig-Hallum Northland Securities Benchmark, a StoneX Company The date of this prospectus is March 20, 2026 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated August8, 2025, are part of a registration statement on Form S-3(File No. 333-289135) utilizing a shelf registration process that we filed with the Securities and Exchange Commission (“SEC “) andthat was declared effective by the SEC on August 8, 2025. Under this shelf registration process, we may, from time to time, offer This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering ofcommon stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, includingthe documents incorporated by reference therein, provides more general information, some of which may not apply to this offering.Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflictbetween the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying We have not, and the placement agent has not, authorized anyone to provide you with any information other than that contained orincorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus that we haveauthorized for use in connection with this offering. We and the placement agent take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. The information contained in this prospectussupplement, the accompanying prospectus, any free writing prospectus that we have authorized for use in connection with thisoffering, including the documents incorporated by reference herein or therein, is accurate only as of the respective dates thereof,regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or of any sale of our common stock. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in somecases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained