Burow Kristina Form 3 DA32 Life Science Tech Acquisition / ROBERT NELSEN ownership change

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^*

ARCH Venture Fund XI, L.P.

(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)		Other (specify below)

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

1. Name and Address of Reporting Person^*

ARCH Venture Fund XI, L.P.

(Last) (First) (Middle)

DA32 LIFE SCIENCE TECH ACQUISITION CORP

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners XI, L.P.

(Last) (First) (Middle)

DA32 LIFE SCIENCE TECH ACQUISITION CORP

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners XI, LLC

(Last) (First) (Middle)

DA32 LIFE SCIENCE TECH ACQUISITION CORP

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NELSEN ROBERT

(Last) (First) (Middle)

DA32 LIFE SCIENCE TECH ACQUISITION CORP

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Burow Kristina

(Last) (First) (Middle)

DA32 LIFE SCIENCE TECH ACQUISITION CORP

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GILLIS STEVEN

(Last) (First) (Middle)

DA32 LIFE SCIENCE TECH ACQUISITION CORP

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by ARCH Venture Fund XI, L.P. ("AVF"), ARCH Venture Partners XI, L.P. ("AVP LP"), ARCH Venture Partners XI, LLC ("AVP LLC"), Kristina Burow, Robert Nelsen and Steven Gillis (collectively, the "Reporting Persons"). Keith Crandell has direct ownership of Class B Common Stock and is filing his own Form 3 separately. Burow, Crandell, Nelsen and Gillis comprise the investment committee of AVP LLC (the AVP X Committee Members). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

2. DA32 Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. As a managing member of Sponsor, AVF may be deemed to beneficially own the securities owned directly by Sponsor. As the sole general partner of AVF, AVP LP may be deemed to beneficially own the securities owned directly by Sponsor. As the sole general partner of AVP LP, AVP LLC may be deemed to beneficially own securities owned directly by Sponsor. As the members of the investment committee, each of the AVP X Committee Members 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.

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, 24.3, 24.4, 24.5 and 24.6 - Powers of Attorney.

	/s/ Henrikki Harsu, Attorney-in-Fact for ARCH Venture Fund XI, L.P.	07/27/2021
	/s/ Henrikki Harsu, Attorney-in-Fact for ARCH Venture Partners XI, L.P.	07/27/2021
	/s/ Henrikki Harsu, Attorney-in-Fact for ARCH Venture Partners XI, LLC	07/27/2021
	/s/ Henrikki Harsu, Attorney-in-Fact for Robert Nelsen	07/27/2021
	/s/ Henrikki Harsu, Attorney-in-Fact for Kristina Burow	07/27/2021
	/s/ Henrikki Harsu, Attorney-in-Fact for Steven Gillis	07/27/2021
	** Signature of Reporting Person	Date
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