Sec Form 3 Filing - Section 32 Fund 3, LP @ DA32 Life Science Tech Acquisition Corp. - 2021-07-27

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol DA32 Life Science Tech Acquisition Corp. [ DALS] 5. 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 (Last) (First) (Middle) DA32 LIFE SCIENCE TECH ACQUISITION CORP, 345 PARK AVENUE SOUTH, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/27/2021 (Street) NEW YORK, NY10010 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 1 ) ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 5,166,250 I ( 2 ) Through DA32 Sponsor LLC Class B Common Stock ( 1 ) ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 230,000 D ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Section 32 Fund 3, LP DA32 LIFE SCIENCE TECH ACQUISITION CORP 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X Director by Deputization Section 32 GP 3, LLC DA32 LIFE SCIENCE TECH ACQUISITION CORP 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X Director by Deputization Maris William J DA32 LIFE SCIENCE TECH ACQUISITION CORP 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X Director by Deputization Signatures /s/ Henrikki Harsu, Attorney-in-Fact for Section 32 Fund 3, LP 07/27/2021 Signature of Reporting Person Date /s/ Henrikki Harsu, Attorney-in-Fact for Section 32 GP 3, LLC 07/27/2021 Signature of Reporting Person Date /s/ Henrikki Harsu, Attorney-in-Fact for William J. Maris 07/27/2021 Signature of Reporting Person Date

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.

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 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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