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Correspondence 0001104659-23-013337 from Distoken Acquisition Corp (DIST, DISTR, DISTW) (CIK 0001818605)

Distoken Acquisition Corp (DIST, DISTR, DISTW) (CIK 0001818605)
Date: Feb. 8, 2023 · CIK: 0001818605 · Accession: 0001104659-23-013337

AI Filing Summary & Sentiment

File numbers found in text: 333-248822

Referenced dates: February 8, 2023

Date
February 8, 2023
Author
DISTOKEN ACQUISITION CORPORATION
Form
CORRESP
Company
Distoken Acquisition Corp (DIST, DISTR, DISTW) (CIK 0001818605)

Letter

VIA EDGAR Attention: Geoff Kruczek Re: Distoken Acquisition Corporation Amendment No. 8 to Registration Statement on Form S-1 Filed February 3, 2023 File No. 333-248822

Dear Mr. Kruczek:

Distoken Acquisition Corporation (the “Company,” “Distoken,” “we,” “our” or “us”) hereby transmits its response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated February 8, 2023 (the “Letter”) regarding the above-referenced Amendment No. 8 to Registration Statement on Form S-1.

For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.

Amendment No. 8 to Registration Statement on Form S-1 filed February 3, 2023

General

1. We note your revisions regarding a nine-month deadline to complete an initial business combination, which could be extended to 18 months. Please reconcile with the time periods in Section 48.7 of Exhibit 3.3.

In response to the Staff’s comment, we have filed a revised version of Exhibit 3.3 as part of Amendment No. 9 to the Registration Statement on Form S-1.

* * * * *

We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact Distoken’s legal counsel, Richard I. Anslow, Esq. or Joshua N. Englard, Esq. of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

Very truly yours,
DISTOKEN ACQUISITION CORPORATION

Show Raw Text
CORRESP
1
filename1.htm

Distoken Acquisition Corporation

Unit 1006, Block C, Jinshangjun Park

No. 2 Xiaoba Road, Panlong District

Kunming, Yunnan, People’s Republic of
China

February 8, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Geoff Kruczek

 Re: Distoken Acquisition Corporation

Amendment No. 8 to Registration Statement
on Form S-1

Filed February 3, 2023

File No. 333-248822

Dear Mr. Kruczek:

Distoken Acquisition Corporation
(the “Company,” “Distoken,” “we,” “our” or “us”)
hereby transmits its response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of
the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated February 8, 2023
(the “Letter”) regarding the above-referenced Amendment No. 8 to Registration Statement on Form S-1.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed  the comment with the Company’s response.

Amendment No. 8 to Registration Statement on Form S-1 filed February
3, 2023

General

 1. We note your revisions regarding a nine-month deadline to complete
                                            an initial business combination, which could be extended to 18 months. Please reconcile with
                                            the time periods in Section 48.7 of Exhibit 3.3.

In response to the Staff’s comment, we have filed
a revised version of Exhibit 3.3 as part of Amendment No. 9 to the Registration Statement on Form S-1.

* * * * *

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact Distoken’s legal counsel,
Richard I. Anslow, Esq. or Joshua N. Englard, Esq. of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

    Very truly yours,

    DISTOKEN ACQUISITION CORPORATION

    By:
    /s/ Jian Zhang

    Name:
     Jian Zhang

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

Graubard Miller