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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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Aeluma, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
00776X109 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 00776X109 |
| 1 | Names of Reporting Persons
Mark N. Tompkins | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,024,988.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.34 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Based on 17,857,863 shares of Common Stock of the Issuer issued and outstanding as of November 21, 2025, as reported by the Issuer in its Proxy Statement filed with the SEC on December 2, 2025. The reported amount includes the Reporting Person's beneficial ownership as of December 31, 2025, the date of which triggered the obligation to file this Schedule 13G/A.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
Aeluma, Inc. |
| (b) | Address of issuer's principal executive offices:
27 Castilian Drive, Goleta, California 93117 |
| Item 2. | |
| (a) | Name of person filing:
Mark N. Tompkins |
| (b) | Address or principal business office or, if none, residence:
Apt. 1, Via Guidino 23
6900 Lugano-Paradiso, Switzerland |
| (c) | Citizenship:
Canada |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
00776X109 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
2,024,988 |
| (b) | Percent of class:
11.34 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
2,024,988 | |
| (ii) Shared power to vote or to direct the vote:
N/A | |
| (iii) Sole power to dispose or to direct the disposition of:
2,024,988 | |
| (iv) Shared power to dispose or to direct the disposition of:
N/A | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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