United States securities and exchange commission logo
July 14, 2021
Steve Kafka
Chief Executive Officer
DA32 Life Science Tech Acquisition Corp.
345 Park Avenue South, 12th Floor
New York, NY 10010
Re: DA32 Life Science
Tech Acquisition Corp.
Registration
Statement on Form S-1
Filed July 2, 2021
File No. 333-257679
Dear Mr. Kafka:
We have reviewed your registration statement and have the
following comment. In some
of our comments, we may ask you to provide us with information so we may
better understand
your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this comment, we may have additional comments.
Unless we
note otherwise, our references to prior comments are to comments in our
June 23, 2021 letter
Registration Statement on Form S-1 filed July 2, 2021
Summary
Founder Shares, page 15
1. We note your response
to prior comment 1 and your disclosure on page 17 that "in
addition to our initial
stockholders founder shares and private placement shares, we
would need 7,175,001,
or 35.88%, of the 20,000,000 public shares sold in this offering to
be voted in favor of an
initial business combination in order to have our initial business
combination approved
(assuming all issued and outstanding shares are voted, the private
placement shares to be
issued to our sponsor are voted in favor of the transaction and the
over-allotment option
is not exercised)." We further note your disclosure on page 25
that if you seek
stockholder approval, you will complete your initial business combination
Steve Kafka
DA32 Life Science Tech Acquisition Corp.
July 14, 2021
Page 2
"only if a majority of the issued and outstanding shares of common stock
voted are voted
in favor of the initial business combination..." and define a quorum for
such meeting as
consisting "of the holders present in person or by proxy of shares of
outstanding capital
stock of the Company representing a majority of the voting power of all
issued and
outstanding shares of capital stock of the Company entitled to vote at
such
meeting." Given that a business combination requires the approval of a
majority of the
outstanding shares of common stock voted present and entitled to vote at
the meeting,
disclose the number of public shares that would be needed to vote in
favor of a business
combination assuming the minimum number of shares representing a quorum
are voted.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352
or 202-551-
3352, Senior Advisor, at 202-551-3226 if you have questions regarding comments
on the
financial statements and related matters. Please contact Folake Ayoola, Senior
Counsel, at 202-
551-3673 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other
questions.
Sincerely,
FirstName LastNameSteve Kafka
Division of Corporation
Finance
Comapany NameDA32 Life Science Tech Acquisition Corp.
Office of Technology
July 14, 2021 Page 2
cc: Joel Rubinstein
FirstName LastName