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