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