Securities and Exchange Commission, Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

AELUMA, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

N/A
(CUSIP Number)

Lee McCarthy

27 Castilian Drive

Goleta, California 93117

805-351-2707

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 22, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

CUSIP No. N/A

Securities acquired: Issuer common stock, $0.0001 par value (“Common Stock”)

The aggregate purchase price for the 1,626,995 shares of Common Stock acquired by Mr. McCarthy was $15,000. The source of these funds was the personal funds of Mr. McCarthy.

On June 22, 2021, the Issuer entered into an Agreement and Plan of Merger and Reorganization by and among itself, Aeluma Operating Co., a Delaware corporation (“Merger-Sub”) and wholly owned subsidiary of the Issuer, and Biond Photonics, Inc. (d.b.a. “Aeluma”), a California corporation (“Biond”), pursuant to which Merger-Sub merged with and into Biond, with Merger-Sub surviving the merger as a wholly owned subsidiary of the Issuer (the “Merger”), and pursuant to which all of the outstanding capital stock of Biond was cancelled in exchange for shares of the Common Stock. Simultaneously with the Merger, the Issuer changed its name from Parc Investments, Inc. to “Aeluma, Inc.”

In connection with the Merger, Mr. McCarthy was issued 1,623,920 shares of the Common Stock in exchange for the 1,250,000 shares of Biond’s common stock that he purchased for $10,000 on October 27, 2020.

Prior to the Merger, on February 5, 2021, Mr. McCarthy paid Biond $5,000 in exchange for the right to receive shares of Biond’s preferred stock upon the occurrence of certain events, pursuant to a Simple Agreement for Future Equity Agreement (the “SAFE Agreement”). However, on June 10, 2021, the parties agreed to convert the right to receive preferred stock into the right to receive shares of common stock at an aggregate cash purchase price of $5,000 (the “SAFE Shares”). Pursuant to such agreement, the SAFE Shares were issued at the time of the Merger in the amount of 3,075 shares of Common Stock.

As a result of the above-mentioned transaction, Mr. McCarthy currently beneficially owns 15.44% of shares of Common Stock of the Issuer.

The shares of Common Stock owned by Mr. McCarthy have been acquired for investment purposes. Mr. McCarthy may make further acquisitions of shares of Common Stock from time to time and, subject to certain restrictions, may dispose of any or all of the shares of Common Stock held by Mr. McCarthy at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities, and other factors.

Except as set forth in this Item 4, Mr. McCarthy does not have any present plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Other than as described in this Schedule, to the knowledge of Mr. McCarthy, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between Mr. McCarthy and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

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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