UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 3021, ~~2021~~ 2023

DA32 ~~LIFE~~Life ~~SCIENCE~~Science ~~TECH~~Tech ~~ACQUISITION~~Acquisition ~~CORP~~Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-40676

86-3352988

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

345 Park Avenue South, 12th Floor

New York, NY 10010

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 551-1600

~~Not Applicable~~ N/A

(Former name or former address, if changed since last report)

~~Securities~~Check ~~registered~~the ~~pursuant~~ appropriate box below if the Form 8-K filing is intended to ~~Section 12(b)~~simultaneously satisfy the filing obligation of the ~~Act:~~registrant under any of the following provisions (see General Instruction A.2. below):

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		DALS		The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Securities ~~8.01.~~registered ~~Other~~pursuant ~~Events.~~to Section 12(b) of the Act:

On July 30, 2021, DA32 Life Science Tech Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 20,000,000 shares of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”). The Class A Common Stock were sold at a price of $10.00 per Class A Common Stock, generating gross proceeds to the Company of $200,000,000. The Company has granted J.P. Morgan Securities LLC and Cowen and Company, LLC a 45-day option from the date of the final prospectus to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share

DALS

The Nasdaq Stock Market LLC

OnItem July 30, 2021, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 650,000 (the “Private Placement Shares”) to DA32 Sponsor LLC at a purchase price of $107.0001. ~~per Private~~Regulation ~~Placement~~FD ~~Share, generating gross proceeds to the Company of $6,500,000~~Disclosure.

AOn ~~total~~July 21, ~~of $200~~2023,~~000,000,~~ ~~comprised~~DA32 ofLife ~~$196,800,000~~Science ~~of the~~Tech ~~proceeds~~Acquisition ~~from~~Corp. (the ~~IPO~~“Company”) ~~(which~~issued ~~amount~~a ~~includes~~press ~~$5,600,000~~release announcing that its board of ~~the~~directors ~~underwriters’~~has ~~deferred~~determined ~~discount)~~to ~~and~~redeem ~~$3,200,000~~all of ~~the~~its ~~proceeds~~outstanding shares of Class A common stock (the ~~sale~~“Public Shares”), effective as of July 28, 2023, because the ~~Private~~Company ~~Placement~~will ~~Shares,~~not ~~was~~be ~~placed~~able into aconsummate ~~U.S.-based~~an ~~trust~~initial ~~account~~business atcombination ~~J.P.~~within ~~Morgan~~the ~~Chase~~time ~~Bank, N.A.~~period ~~maintained~~required by ~~Continental~~its ~~Stock~~amended ~~Transfer &~~and ~~Trust~~restated ~~Company,~~certificate ~~acting~~of ~~as trustee~~incorporation.

AnAs ~~audited~~of ~~balance~~the ~~sheet~~close as of business on July 3028, ~~2021~~ ~~reflecting~~2023, ~~receipt~~the ofPublic ~~the~~Shares ~~proceeds~~will ~~upon~~be ~~consummation~~deemed ofcancelled and will represent only the ~~IPO~~rights ~~and~~to receive the ~~Private~~per-share ~~Placement~~redemption ~~has~~price ~~been~~of ~~issued~~approximately by$10.31 (after taking into account the ~~Company~~removal ~~and~~of isa ~~included~~portion asof ~~Exhibit~~the ~~99.1~~accrued interest in the trust account to ~~this~~pay ~~Current~~taxes ~~Report~~and on$100,000 ~~Form~~for ~~8-K~~dissolution expenses).

~~Item~~A 9copy of the press release is furnished as Exhibit 99.011 ~~Financial~~to ~~Statements~~this Current Report on Form 8-K and ~~Exhibits~~incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (dthe “Exchange Act”) ~~Exhibits~~, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

~~EXHIBIT~~Cautionary ~~INDEX~~Note Regarding Forward-Looking Statements

Exhibit No.		Description
99.1		Audited Balance Sheet as of July 30, 2021.

Certain information contained in this Current Report on Form 8-K may be deemed to constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are forward-looking statements, including, without limitation, the redemption of the Company’s Public Shares and the per-share redemption price. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

~~SIGNATURE~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

The following document is attached as an exhibit to this Current Report on Form 8-K.


Exhibit No.		Description

99.1		Press Release, dated July 21, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


DA32 LIFE SCIENCE TECH ACQUISITION CORP.

By:		/s/ Chris Wolfe
Name:		Chris Wolfe
Title:		Chief Financial Officer

Dated: July 21, 2023

DA32 LIFE SCIENCE TECH ACQUISITION CORP.

/s/ Steve Kafka

Name: Steve Kafka

Title: Chief Executive Officer

Dated: August 5, 2021

Filing Compare · DA32 Life Science Tech Acquisition Corp.