SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip)	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) X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization
	3. Date of Earliest Transaction (Month/Day/Year) 07/28/2023
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Class A Common Stock	07/28/2023		J(1)		1,600,000	D	(1)	0	I	Through Deerfield Partners, L.P.(2)(3)
Class A Common Stock								650,000	I	Through DA32 Sponsor LLC(3)(4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Deerfield Mgmt L.P. (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* DEERFIELD PARTNERS, L.P. (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Flynn James E (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

Explanation of Responses:

1. On July 28, 2023, the Issuer redeemed all of its outstanding shares of Class A common stock for a redemption price of approximately $10.31 per share.

2. This Form 4 is filed jointly by Deerfield Partners, L.P. ("Deerfield Partners"), Deerfield Mgmt, L.P. ("Deerfield Mgmt"), Deerfield Management Company, L.P. (Deerfield Management") and James E. Flynn (collectively, the "Reporting Persons"). Deerfield Mgmt is the general partner of Deerfield Partners. Deerfield Management is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt and Deerfield Management.

3. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Partners and DA32 Sponsor LLC ("Sponsor") is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

4. As one of three managing members of Sponsor, Deerfield Partners may be deemed to beneficially own the securities owned directly by Sponsor. As the general partner of Deerfield Partners, Deerfield Mgmt may be deemed to beneficially own the securities owned directly by Sponsor. As the investment manager of Deerfield Partners, Deerfield Management may be deemed to beneficially own securities owned directly by Sponsor. As the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, James E. Flynn may be deemed to beneficially own the securities owned directly by Sponsor. The Sponsor and other members of the Sponsor are separately filing a Form 4 with respect to the securities reported herein.

Remarks:

Andrew ElBardissi, an employee of Deerfield Management Company, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.

	/s/ Jonathan Isler, Attorney-in-Fact for Deerfield Management Company, L.P.	08/01/2023
	/s/ Jonathan Isler, Attorney-in-Fact for Deerfield Partners, L.P.	08/01/2023
	/s/ Jonathan Isler, Attorney-in-Fact for Deerfield Mgmt, L.P.	08/01/2023
	/s/ Jonathan Isler, Attorney-in-Fact for Deerfield James E. Flynn	08/01/2023
	** Signature of Reporting Person	Date
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