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                               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
 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,
FirstName LastNameJonathan Klamkin
                                                             Division of
Corporation Finance
Comapany NameAeluma, Inc.
                                                             Office of
Manufacturing
October 28, 2021 Page 2
cc:       Louis Taubman
FirstName LastName