SEC Comment Letter 0000000000-23-000087 to Distoken Acquisition Corp (DIST, DISTR, DISTW) (CIK 0001818605)
Distoken Acquisition Corp (DIST, DISTR, DISTW) (CIK 0001818605)
Date: Jan. 4, 2023 · CIK: 0001818605 · Accession: 0000000000-23-000087
AI Filing Summary & Sentiment
File numbers found in text: 333-248822
Letter
United States securities and exchange commission logo January 4, 2023 Jian Zhang Chairman and Chief Executive Officer Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, People's Republic of China Re:Distoken Acquisition Corporation Amendment No. 7 to Registration Statement on Form S-1 Filed December 12, 2022 File No. 333-248822 Dear Jian Zhang: We have reviewed your amended registration statement and have the following comments. 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 these comments, we may have additional comments. Amendment 7 to Form S-1 Private Placements, page 7 1.We note your response to prior comment 1. Your use of the plural term "underwriters" indicates there is more than one underwriter for this offering; however, your disclosure on page 147 and elsewhere lists only one. We also note the continued references to EarlyBirdCapital in Exhibits 10.2 and 10.4. Please revise or advise. Capitalization, page 85 2.We note your response to prior comment 5. While ASC 480-10-S99-3A does permit an accretion to redemption value over time in your GAAP financial statements, the As Adjusted amounts in your Capitalization table should reflect the full amount of stock that
FirstName LastNameJian Zhang Comapany NameDistoken Acquisition Corporation January 4, 2023 Page 2 FirstName LastName Jian Zhang Distoken Acquisition Corporation January 4, 2023 Page 2 is subject to redemption. Please revise. Exhibits 3.We note your response to prior comment 6. Please file a revised Exhibit 5.1 that reflects the changed terms of this offering. We note, for example, the reference to 1/2 of a redeemable warrant. You may contact Heather Clark at (202) 551-3624 or Jean Yu at (202) 551-3305 if you have questions regarding comments on the financial statements and related matters. Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at (202) 551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Richard I. Anslow, Esq.
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United States securities and exchange commission logo
January 4, 2023
Jian Zhang
Chairman and Chief Executive Officer
Distoken Acquisition Corporation
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, People's Republic of China
Re:Distoken Acquisition Corporation
Amendment No. 7 to Registration Statement on Form S-1
Filed December 12, 2022
File No. 333-248822
Dear Jian Zhang:
We have reviewed your amended registration statement and have the following
comments. 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 these comments, we may have additional comments.
Amendment 7 to Form S-1
Private Placements, page 7
1.We note your response to prior comment 1. Your use of the plural term "underwriters"
indicates there is more than one underwriter for this offering; however, your disclosure on
page 147 and elsewhere lists only one. We also note the continued references to
EarlyBirdCapital in Exhibits 10.2 and 10.4. Please revise or advise.
Capitalization, page 85
2.We note your response to prior comment 5. While ASC 480-10-S99-3A does permit an
accretion to redemption value over time in your GAAP financial statements, the As
Adjusted amounts in your Capitalization table should reflect the full amount of stock that
FirstName LastNameJian Zhang
Comapany NameDistoken Acquisition Corporation
January 4, 2023 Page 2
FirstName LastName
Jian Zhang
Distoken Acquisition Corporation
January 4, 2023
Page 2
is subject to redemption. Please revise.
Exhibits
3.We note your response to prior comment 6. Please file a revised Exhibit 5.1 that reflects
the changed terms of this offering. We note, for example, the reference to 1/2 of a
redeemable warrant.
You may contact Heather Clark at (202) 551-3624 or Jean Yu at (202) 551-3305 if you
have questions regarding comments on the financial statements and related matters. Please
contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at (202) 551-3397
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Richard I. Anslow, Esq.