AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (this “Amendment”) is being filed with the Securities and Exchange Commission (the
“Commission”) on behalf of DA32 Sponsor LLC (the “Reporting Person”). This Amendment modifies the original Schedule 13D filed by the Reporting Person with the Commission on August 9, 2021 (the “Schedule
13D”).
This Amendment is being filed to report:
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(i) |
the Issuer’s redemption of 100% of the shares of Class A Common Stock issued in the
Issuer’s IPO (the “Public Shares”); and |
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(ii) |
the Reporting Person’s percentage ownership of the Class A Common Stock of the Issuer after
the redemption described in clause (i). |
On July 21, 2023, the Issuer announced that its board of directors had
determined to redeem all of its outstanding Public Shares, effective as of July 28, 2023, because the Issuer 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 were deemed cancelled and represented only the
rights to receive the per-share redemption price.
Capitalized terms used but not otherwise
defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect, and the disclosures set forth in
the Schedule 13D, other than as amended herein are incorporated by reference herein.
| ITEM 4. |
PURPOSE OF THE TRANSACTION |
Item 4 is hereby amended and supplemented as follows:
On July 21, 2023, the Issuer announced that its board of directors had determined to redeem all of its outstanding Public Shares,
effective as of July 28, 2023, because the Issuer 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 were deemed cancelled and represented only the rights to receive the per-share redemption price.
The Sponsor intends to effect the dissolution of the Issuer after the
Issuer files a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
| ITEM 5. |
INTEREST OF SECURITIES OF THE ISSUER. |
Item 5 is hereby amended and restated in its entirety as follows:
(a) and (b) The information contained on the cover page to this Amendment is incorporated herein by reference.
(c) Except for the transactions described in Item 4 of the Schedule 13D as amended by this Amendment, the Reporting Person has not engaged in any transaction
during the past 60 days involving the common stock of the Issuer.
(d) None.
(e) Not applicable.
| Item 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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Item 6 is hereby amended and restated in its entirety as follows:
The information set forth in Items 4 and 5 of the Schedule 13D as amended by this Amendment is hereby incorporated by reference into this Item 6, as
applicable.
