Form 8-K - Current report

false 0001863294 0001863294 2023-07-21 2023-07-21

 

 

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 21, 2023

 

 

DA32 Life Science Tech Acquisition 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, 12^th Floor

New York, NY 10010

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: [phone]

N/A

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

 

 

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 (see General Instruction A.2. below):

 

☐	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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

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

 

 

 

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Item 7.01.

Regulation FD Disclosure.

On July 21, 2023, DA32 Life Science Tech Acquisition Corp. (the “Company”) issued a press release announcing that its board of directors has determined to redeem all of its outstanding shares of Class A common stock (the “Public Shares”), effective as of July 28, 2023, because the Company will not be able to consummate an initial business combination within the time period required by its amended and restated certificate of incorporation.

As of the close of business on July 28, 2023, the Public Shares will be deemed cancelled and will represent only the rights to receive the per-share redemption price of approximately $10.31 (after taking into account the removal of a portion of the accrued interest in the trust account to pay taxes and $100,000 for dissolution expenses).

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and 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 (the “Exchange Act”), 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.

Cautionary Note Regarding Forward-Looking Statements

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.

 

Item 9.01.

Financial Statements and Exhibits.

(d) 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).

 

2

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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

Exhibit 99.1

DA32 Life Science Tech Acquisition Corp. Announces Redemption of Shares

NEW YORK, July 21, 2023 — DA32 Life Science Tech Acquisition Corp. (Nasdaq: DALS) today announced that its board of directors (the “Board”) has determined to redeem all of its outstanding shares of Class A common stock (the “Public Shares”), effective as of July 28, 2023, because the Company will not consummate an initial business combination within the time period required by its amended and restated certificate of incorporation.

As of the close of business on July 28, 2023, the Public Shares will be deemed cancelled and will represent only the rights to receive the per-share redemption price of approximately $10.31 (after taking into account the removal of a portion of the accrued interest in the trust account to pay taxes and $100,000 for dissolution expenses).

In order to provide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders may redeem their shares for their pro rata portion of the proceeds of the trust account upon presentation of their respective shares or other delivery of their shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after July 28, 2023.

The Company’s initial shareholders have waived their redemption rights with respect to the outstanding shares of Class B common stock issued prior to the Company’s initial public offering.

The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist its securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

Forward Looking-Statements

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements, including, without limitation, the redemption of the Public Shares and the per-share redemption price. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, 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.

Contact

Chris Wolfe

[phone]

[e-mail]

Document and Entity Information	Jul. 21, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001863294
Document Type	8-K
Document Period End Date	Jul. 21, 2023
Entity Registrant Name	DA32 Life Science Tech Acquisition Corp.
Entity Incorporation State Country Code	DE
Entity File Number	001-40676
Entity Tax Identification Number	86-3352988
Entity Address, Address Line One	345 Park Avenue South
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	(212)
Local Phone Number	551-1600
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	DALS
Security Exchange Name	NASDAQ

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