Amended Statement of Ownership (sc 13g/a)
15 Maio 2023 - 6:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DA32 Life
Science Tech Acquisition Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001
per share
(Title of Class of Securities)
23312M106
(CUSIP Number)
___________May 15, 2023__________
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨ Rule
13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 23312M106
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Management, L.P.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER OF |
5 |
SOLE VOTING POWER
0 |
|
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
0 |
|
EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
| WITH: |
8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
|
CUSIP No. 23312M106
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Kolchinsky
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF |
5 |
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
0 |
|
EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
| WITH: |
8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
|
CUSIP No. 23312M106
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rajeev Shah
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF |
5 |
SOLE VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
0 |
|
EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
| WITH: |
8 |
SHARED DISPOSITIVE POWER
0
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
|
CUSIP No. 23312M106
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Healthcare Fund, L.P.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF |
5 |
SOLE VOTING POWER
0 |
|
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
0 |
|
EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
| WITH: |
8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
| Item 1(a). | Name of Issuer: |
DA32 Life Science Tech Acquisition Corp (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
345 Park Avenue South, 12th Floor, New York,
New York 10010
| Item 2(a). | Names of Persons Filing: |
The names of the persons filing this
report (collectively, the “Reporting Persons”) are:
RA Capital Management, L.P. (“RA
Capital”)
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the
“Fund”)
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business
office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley
Street, 18th Floor, Boston MA 02116
RA Capital and the Fund are Delaware limited
partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share (“Ordinary
Shares”)
23312M106
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
Provide the following information regarding the
aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) |
Amount Beneficially Owned:
See the response(s) to Item 9 on the attached cover page(s).
|
| (b) |
Percent of Class:
See the response(s) to Item 11 on the attached cover page(s). |
| |
|
| (c) |
Number of shares as to which such person has: |
| |
|
| |
(i) |
sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page(s). |
| |
|
|
| |
(ii) |
shared power to vote or to direct the vote
See the response(s) to Item 6 on the attached cover page(s). |
| |
|
|
| |
(iii) |
sole power to dispose or to direct the disposition of
See the response(s) to Item 7 on the attached cover page(s). |
| |
|
|
| |
(iv) |
shared power to dispose or to direct the disposition of
See the response(s) to Item 8 on the attached cover page(s). |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report
the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class
of securities, check the following x.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
Exhibit List
Exhibit 1: Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: May 15, 2023 |
|
| |
|
|
| RA CAPITAL MANAGEMENT, L.P. |
|
| |
|
| By: |
/s/ Peter Kolchinsky |
|
| |
Name: |
Peter Kolchinsky |
|
| |
Title: |
Authorized Signatory |
|
| |
|
|
| PETER KOLCHINSKY |
|
| |
|
| /s/ Peter Kolchinsky |
|
| |
|
| RAJEEV SHAH |
|
| |
|
| /s/ Rajeev Shah |
|
| |
|
| RA CAPITAL HEALTHCARE FUND, L.P. |
|
| |
|
| By: |
RA Capital Healthcare Fund GP, LLC |
|
| Its: |
General Partner |
|
| |
|
|
| By: |
/s/ Peter Kolchinsky |
|
| |
Name: |
Peter Kolchinsky |
|
| |
Title: |
Manager |
|
EXHIBIT 1
AGREEMENT
This Joint Filing Agreement, dated as of May 15, 2023, is by and among
RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred
to herein as the “Filers”).
Each of the Filers may be required to file with the United States Securities
and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Class A Common Stock, par value $0.0001 per share of DA32
Life Science Tech Acquisition Corp. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under
the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any
amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such
statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers
upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
| RA CAPITAL MANAGEMENT, L.P. |
|
| |
|
| By: |
/s/ Peter Kolchinsky |
|
| |
Name: |
Peter Kolchinsky |
|
| |
Title: |
Authorized Signatory |
|
| |
|
|
| PETER KOLCHINSKY |
|
| |
|
| /s/ Peter Kolchinsky |
|
| |
|
| RAJEEV SHAH |
|
| |
|
| /s/ Rajeev Shah |
|
| |
|
| RA CAPITAL HEALTHCARE FUND, L.P. |
|
| |
|
| By: |
RA Capital Healthcare Fund GP, LLC |
|
| Its: |
General Partner |
|
| |
|
|
| By: |
/s/ Peter Kolchinsky |
|
| |
Name: |
Peter Kolchinsky |
|
| |
Title: |
Manager |
|
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