UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2024
Distoken Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-41622 | | N/A |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, China | | N/A |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: +86 871 63624579
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one ordinary share, one redeemable warrant, and one right | | DISTU | | The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share | | DIST | | The Nasdaq Stock Market LLC |
| Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share | | DISTW | | The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-tenth of one ordinary share | | DISTR | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
As previously disclosed in a Current Report on Form 8-K filed by Distoken Acquisition Corporation (the “Company”) on November 19, 2024, the Company held an extraordinary general meeting in lieu of annual general meeting of shareholders (the “Meeting”) on November 14, 2024. At the Meeting, the Company’s shareholders approved a number of proposals, including a proposal to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate an initial business combination from November 18, 2024 to November 18, 2025, or such earlier date as determined by the board of directors.
In connection with the Meeting, shareholders holding 3,229,522 of the Company’s public shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”). As a result, approximately $36.3 million (approximately $11.24 per share) will be removed from the Trust Account to pay such holders. The Company confirms that it will not withdraw any funds from the Trust Account, including interest earned on the funds held in the Trust Account, to pay for any Chinese income tax that may become due prior to, or in connection with, the closing of an initial business combination.
Following redemptions, the Company has 652,170 public shares outstanding.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Distoken Acquisition Corporation |
| | | |
| Date: November 21, 2024 | By: | /s/ Jian Zhang |
| | | Name: | Jian Zhang |
| | | Title: | Chief Executive Officer |
