SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Section 32 Fund 3, LP (Last) (First) (Middle) DA32 LIFE SCIENCE TECH ACQUISITION CORP 345 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/27/2021	3. Issuer Name and Ticker or Trading Symbol DA32 Life Science Tech Acquisition Corp. [ DALS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock(1)	(3)	(3)	Class A Common Stock	5,166,250	(3)	I(2)	Through DA32 Sponsor LLC
Class B Common Stock(1)	(5)	(5)	Class A Common Stock	230,000	(5)	D(4)

1. Name and Address of Reporting Person* Section 32 Fund 3, LP (Last) (First) (Middle) DA32 LIFE SCIENCE TECH ACQUISITION CORP 345 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Section 32 GP 3, LLC (Last) (First) (Middle) DA32 LIFE SCIENCE TECH ACQUISITION CORP 345 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Maris William J (Last) (First) (Middle) DA32 LIFE SCIENCE TECH ACQUISITION CORP 345 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

Explanation of Responses:

1. This Form 3 is filed jointly by Section 32 Fund 3, LP ("S32 Fund"), Section 32 GP 3, LLC ("S32 GP") and William J. Maris (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. DA32 Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. As a managing member of Sponsor, S32 Fund may be deemed to beneficially own the securities owned directly by Sponsor. As the general partner of S32 Fund, S32 GP may be deemed to beneficially own the securities owned directly by Sponsor. As the sole Managing Member of S32 GP, William J. Maris may be deemed to beneficially own securities owned directly by Sponsor.

3. The shares of Class B Common Stock are convertible for shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-257679) (the "Registration Statement") and have no expiration date. The shares of Class B Common Stock beneficially owned by the Reporting Persons include up to 750,000 shares of Class B Common Stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of Class A Common Stock, as described in the Registration Statement.

4. S32 Fund is the record holder of the securities reported herein. The general partner of S32 Fund is S32 GP, which has sole voting and investment control with respect to holdings of S32 Fund. The sole Managing Member of S32 GP is William J. Maris. Mr. Maris has sole voting and investment control with respect to S32 GP. Each of the Reporting Persons disclaims beneficial ownership of the shares, except, in each case, to the extent of such person's pecuniary interest therein.

5. The shares of Class B Common Stock are convertible for shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-257679) (the "Registration Statement") and have no expiration date. The shares of Class B Common Stock beneficially owned by the Reporting Persons include up to 30,000 shares of Class B Common Stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of Class A Common Stock, as described in the Registration Statement.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney. Steve Kafka, an employee of Section 32 Fund 3, LP, serves as a director of the Issuer.

	/s/ Henrikki Harsu, Attorney-in-Fact for Section 32 Fund 3, LP	07/27/2021
	/s/ Henrikki Harsu, Attorney-in-Fact for Section 32 GP 3, LLC	07/27/2021
	/s/ Henrikki Harsu, Attorney-in-Fact for William J. Maris	07/27/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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