Investor reports 11.34% stake in Aeluma

Aeluma, Inc. (ALMU) received an updated large‑holder report from investor Mark N. Tompkins, disclosing a significant passive stake in the company.

Accepted by SEC EDGAR 02/17/2026 - 05:28 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Aeluma, Inc. (ALMU) received an updated large‑holder report from investor Mark N. Tompkins, disclosing a significant passive stake in the company. He reports beneficial ownership of 2,024,988 shares of Aeluma common stock, representing 11.34% of the outstanding shares as of December 31, 2025.

The percentage is based on 17,857,863 Aeluma common shares outstanding as of November 21, 2025, as cited from the company’s proxy statement. Tompkins has sole voting and sole dispositive power over all reported shares and certifies the holdings are not for the purpose of changing or influencing control of Aeluma.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Aeluma (ALMU) does Mark N. Tompkins beneficially own?

Mark N. Tompkins beneficially owns 11.34% of Aeluma’s common stock. This reflects 2,024,988 shares based on 17,857,863 Aeluma shares outstanding as of November 21, 2025, as referenced from the company’s proxy statement.

How many Aeluma (ALMU) shares does Mark N. Tompkins report owning?

Mark N. Tompkins reports beneficial ownership of 2,024,988 Aeluma common shares. He has sole voting and sole dispositive power over all of these shares, according to the ownership details provided in the Schedule 13G/A filing.

On what share count is Mark N. Tompkins’ 11.34% Aeluma (ALMU) stake based?

The reported 11.34% ownership stake is based on 17,857,863 Aeluma common shares outstanding. This share count comes from Aeluma’s proxy statement, which stated that number as of November 21, 2025.

Does Mark N. Tompkins seek to influence control of Aeluma (ALMU)?

The filing states the securities were not acquired and are not held to change or influence control of Aeluma. It characterizes his position as passive, consistent with a Schedule 13G/A certification of non‑control intent.

What type of filing did Mark N. Tompkins submit regarding Aeluma (ALMU)?

Mark N. Tompkins submitted an amended Schedule 13G/A, a beneficial ownership report for large shareholders. This amendment reflects his 2,024,988 Aeluma shares, representing 11.34% of the company’s common stock as of December 31, 2025.

Where is Aeluma (ALMU) headquartered according to the ownership report?

Aeluma’s principal executive offices are listed at 27 Castilian Drive, Goleta, California 93117. This address appears in the issuer information section associated with the Schedule 13G/A beneficial ownership disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

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)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

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)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,024,988.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,024,988.00
8	Shared Dispositive Power 0.00

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)

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

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 %
(c)	Number of shares as to which the person has:
	(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
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
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

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.

Mark N. Tompkins

Signature:	/s/ Mark N. Tompkins
Name/Title:	Mark N. Tompkins
Date:	02/17/2026