SEC Comment Letter 0000000000-23-013884 to Distoken Acquisition Corp (DIST, DISTR, DISTW) (CIK 0001818605)
Distoken Acquisition Corp (DIST, DISTR, DISTW) (CIK 0001818605)
Date: Dec. 20, 2023 · CIK: 0001818605 · Accession: 0000000000-23-013884
AI Filing Summary & Sentiment
File numbers found in text: 001-41622
Letter
United States securities and exchange commission logo December 20, 2023 Jian Zhang Chief Executive Officer Distoken Acquisition Corp Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China Re:Distoken Acquisition Corp Form 10-K for the year ended December 31, 2022 File No. 001-41622 Dear Jian Zhang: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the year ended December 31, 2022 Notes to Financial Statements Note 7 - Shareholders' Equity Warrants, page F-15 1.We note you have classified the private warrants as equity. Please provide us with your analysis under ASC 815-40 to support your accounting treatment for these warrants. As part of your analysis, please address whether there are any terms or provisions in the warrant agreement that provide for potential changes to the settlement amounts that are dependent upon the characteristics of the holder of the warrant, and if so, how you analyzed those provisions in accordance with the guidance in ASC 815-40. Your response should address, but not be limited to, your disclosure that "the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the
FirstName LastNameJian Zhang Comapany NameDistoken Acquisition Corp December 20, 2023 Page 2 FirstName LastName Jian Zhang Distoken Acquisition Corp December 20, 2023 Page 2 same basis as the Public Warrants." In closing, 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. Please contact Paul Cline at 202-551-3851 or Jennifer Monick at 202-551-3295 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
December 20, 2023
Jian Zhang
Chief Executive Officer
Distoken Acquisition Corp
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, China
Re:Distoken Acquisition Corp
Form 10-K for the year ended December 31, 2022
File No. 001-41622
Dear Jian Zhang:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Notes to Financial Statements
Note 7 - Shareholders' Equity
Warrants, page F-15
1.We note you have classified the private warrants as equity. Please provide us with your
analysis under ASC 815-40 to support your accounting treatment for these warrants. As
part of your analysis, please address whether there are any terms or provisions in the
warrant agreement that provide for potential changes to the settlement amounts that are
dependent upon the characteristics of the holder of the warrant, and if so, how you
analyzed those provisions in accordance with the guidance in ASC 815-40. Your response
should address, but not be limited to, your disclosure that "the Private Warrants will be
exercisable on a cashless basis and be non-redeemable so long as they are held by the
initial purchasers or their permitted transferees. If the Private Warrants are held by
someone other than the initial purchasers or their permitted transferees, the Private
Warrants will be redeemable by the Company and exercisable by such holders on the
FirstName LastNameJian Zhang
Comapany NameDistoken Acquisition Corp
December 20, 2023 Page 2
FirstName LastName
Jian Zhang
Distoken Acquisition Corp
December 20, 2023
Page 2
same basis as the Public Warrants."
In closing, 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.
Please contact Paul Cline at 202-551-3851 or Jennifer Monick at 202-551-3295 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction