DISTR / Distoken Acquisition Corporation - Equity Right - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41622 Distoken Acquisition Corporation (Exact name of registrant as spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2025 Distoken Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A 00-0000000 (State or other jurisdiction of incorporat

FORM OF [AMENDED] LOCK-UP AGREEMENT

Exhibit 10.3 FORM OF [AMENDED] LOCK-UP AGREEMENT THIS [AMENDED AND RESTATED] LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by the undersigned security holder of the Company (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempted

DISTOKEN ACQUISITION CORPORATION Second Amended and Restated Memorandum and Articles of Association (adopted by special resolutions passed on 30 May 2025) DISTOKEN ACQUISITION CORPORATION Companies Act (as revised) Company Limited by Shares Second Am

Exhibit 3.1 DISTOKEN ACQUISITION CORPORATION Second Amended and Restated Memorandum and Articles of Association (adopted by special resolutions passed on 30 May 2025) DISTOKEN ACQUISITION CORPORATION Companies Act (as revised) Company Limited by Shares Second Amended and Restated Memorandum of Association (adopted by special resolutions passed on 30 May 2025) 1 Company Name The name of the Company

FORM OF AMENDED FOUNDER LOCK-UP AGREEMENT

Exhibit 10.1 FORM OF AMENDED FOUNDER LOCK-UP AGREEMENT THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempt

FORM OF AMENDED COMPANY FOUNDER LOCK-UP AGREEMENT

Exhibit 10.2 FORM OF AMENDED COMPANY FOUNDER LOCK-UP AGREEMENT THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by the undersigned security holder of the Company (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Isla

AMENDMENT TO FOUNDER REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 AMENDMENT TO FOUNDER REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT TO FOUNDER REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [], 2025, and shall be effective as of the Closing (as defined in the Business Combination Agreement (as defined below), by and among (i) Youlife Group Inc., a Cayman Islands exempted company, (“Pubco”), (ii) Distoken Acquisition

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): May 30, 2025 Distoken Acq

Filed by Youlife Group Inc. and Youlife International Holdings Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Distoken Acquisition Corporation Commission File No.: 001-41622 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT

AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF DISTOKEN ACQUISITION CORPORATION

Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF DISTOKEN ACQUISITION CORPORATION RESOLVED, as a special resolution, that subject to the approval of the Business Combination Proposal, the Current Charter be amended by the deletion of Articles 48.2, 48.4 and 48.5 in their entireties and the insertion of the following language in their place: “48.2 Prior t

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): May 30, 2025 Distoken Acq

Filed by Youlife Group Inc. and Youlife International Holdings Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Distoken Acquisition Corporation Commission File No.: 001-41622 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 30, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A 00-0000000 (State or other jurisdiction of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

FORM OF FIRST AMENDMENT SUBSCRIPTION AGREEMENT

Exhibit 10.1 FORM OF FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT This First Amendment (“First Amendment”) to the Subscription Agreement (as defined below) is made and entered into as of May , 2025 by and among Distoken Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”), Youlife Group Inc., an exempted company newly formed under the laws of the Cay

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 30, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Exhibit 99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41622

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Financial Statements and Exhibits, Other Events

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): May 16, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A 00-0000000 (State or other jurisdiction of in

Other Events

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): May 16, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A 00-0000000 (State or other jurisdiction of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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): May 7, 2025 Distoken Acqu

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): May 7, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A 00-0000000 (State or other jurisdiction of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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): April 29, 2025 Distoken A

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): April 29, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorporati

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): April 30, 2025 Distoken A

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): April 30, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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): April 28, 2025 Distoken A

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): April 28, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A 00-0000000 (State or other jurisdiction of

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): April 28, 2025 Distoken A

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): April 28, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A00-0000000 (State or other jurisdiction of i

Form of Subscription Agreement, dated as of April 28, 2025, by and among Distoken, Pubco and the Subscriber party thereto.

Exhibit 10.1 Execution Version SUBSCRIPTION AGREEMENT Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of April 28, 2025, by and among Distoken Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”), Youlife Group Inc., an exempted company newly formed under the laws of the Cayman Islands (th

Form of Subscription Agreement, dated as of April 28, 2025, by and among Distoken, Pubco and the Subscriber party thereto.

Exhibit 10.1 Execution Version SUBSCRIPTION AGREEMENT Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of April 28, 2025, by and among Distoken Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”), Youlife Group Inc., an exempted company newly formed under the laws of the Cayman Islands (th

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): April 16, 2025 Distoken A

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): April 16, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorporati

Form of Subscription Agreement, dated as of April 16, 2025, by and among Distoken, Pubco and the Subscriber party thereto.

Exhibit 10.1 Execution Version SUBSCRIPTION AGREEMENT Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of April 16, 2025, by and among Distoken Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”), Youlife Group Inc., an exempted company newly formed under the laws of the Cayman Islands (th

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): April 16, 2025 Distoken A

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): April 16, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Form of Subscription Agreement, dated as of April 16, 2025, by and among Distoken, Pubco and the Subscriber party thereto.

Exhibit 10.1 Execution Version SUBSCRIPTION AGREEMENT Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of April 16, 2025, by and among Distoken Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”), Youlife Group Inc., an exempted company newly formed under the laws of the Cayman Islands (th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): March 19, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41

Second Amendment to the Business Combination Agreement, dated January 17, 2025, by and among Distoken Acquisition Corporation, Youlife Group Inc., Xiaosen Sponsor LLC, Youlife I Limited, Youlife II Limited, and Youlife International Holdings Inc.

Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment (“Second Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of January 17, 2025, by and among (i) Distoken Acquisition Corporation, a Cayman Islands exempted company with incorporation number 363925 (“Purchaser”); (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liab

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): January 17, 2025 Distoken

Filed by Youlife Group Inc. and Youlife International Holdings Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Distoken Acquisition Corporation Commission File No.: 001-41622 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT

Second Amendment to the Business Combination Agreement, dated January 17, 2025, by and among Distoken Acquisition Corporation, Youlife Group Inc., Xiaosen Sponsor LLC, Youlife I Limited, Youlife II Limited, and Youlife International Holdings Inc.

Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment (“Second Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of January 17, 2025, by and among (i) Distoken Acquisition Corporation, a Cayman Islands exempted company with incorporation number 363925 (“Purchaser”); (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liab

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): January 17, 2025 Distoken

Filed by Youlife Group Inc. and Youlife International Holdings Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Distoken Acquisition Corporation Commission File No.: 001-41622 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT

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): January 17, 2025 Distoken

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): January 17, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorpora

Second Amendment to the Business Combination Agreement, dated January 17, 2025, by and among Distoken Acquisition Corporation, Youlife Group Inc., Xiaosen Sponsor LLC, Youlife I Limited, Youlife II Limited, and Youlife International Holdings Inc.

Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment (“Second Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of January 17, 2025, by and among (i) Distoken Acquisition Corporation, a Cayman Islands exempted company with incorporation number 363925 (“Purchaser”); (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liab

Second Amendment to the Business Combination Agreement, dated January 17, 2025, by and among Distoken Acquisition Corporation, Youlife Group Inc., Xiaosen Sponsor LLC, Youlife I Limited, Youlife II Limited, and Youlife International Holdings Inc.

Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment (“Second Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of January 17, 2025, by and among (i) Distoken Acquisition Corporation, a Cayman Islands exempted company with incorporation number 363925 (“Purchaser”); (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liab

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 17, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorpora

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): January 7, 2025 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorporat

DIST / Distoken Acquisition Corporation / Meteora Capital, LLC Passive Investment

SC 13G/A 1 meteoradist113024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Distoken Acquisition Corp (Name of Issuer) Ordinary shares, par value $0.0001 per share (Title of Class of Securities) G27740110 (CUSIP Number) November 30, 2024 (Date of Event Which Requires Filing of this Statement) C

Other Events

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 incorpor

Amendment to the Amended and Restated Memorandum and Articles of Association. (12)

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF DISTOKEN ACQUISITION CORPORATION (the “Company”) RESOLVED, as a special resolution, that Article 48.7 of the Amended and Restated Memorandum of Association of the Company is hereby amended and restated to read in its entirety as follows: 48.7 In the event that the Company does not consummate a Business Comb

Form of Amended Company Founder Lock-Up Agreement

Exhibit 10.2 FORM OF AMENDED COMPANY FOUNDER LOCK-UP AGREEMENT THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by the undersigned security holder of the Company (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Isla

Form of Amended Company Lock-Up Agreement

Exhibit 10.3 FORM OF [AMENDED] SELLER LOCK-UP AGREEMENT THIS [AMENDED AND RESTATED] LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by the undersigned security holder of the Company (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands e

First Amendment to the Business Combination Agreement, dated November 13, 2024, by and among Distoken Acquisition Corporation, Youlife Group Inc., Xiaosen Sponsor LLC, Youlife I Limited, Youlife II Limited, and Youlife International Holdings Inc.

Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment (“First Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of November 13, 2024, by and among (i) Distoken Acquisition Corporation, a Cayman Islands exempted company with incorporation number 363925 (“Purchaser”); (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liabil

Form of Amended Founder Lock-Up Agreement

Exhibit 10.1 FORM OF AMENDED FOUNDER LOCK-UP AGREEMENT THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempt

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 13, 2024 Distoke

Filed by Youlife Group Inc. and Youlife International Holdings Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Distoken Acquisition Corporation Commission File No.: 001-41622 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT

Promissory Note, dated November 14, 2024, issued to the Sponsor. (12)

Exhibit 10.1 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

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 14, 2024 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorpor

First Amendment to the Business Combination Agreement, dated November 13, 2024, by and among Distoken Acquisition Corporation, Youlife Group Inc., Xiaosen Sponsor LLC, Youlife I Limited, Youlife II Limited, and Youlife International Holdings Inc.

Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment (“First Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of November 13, 2024, by and among (i) Distoken Acquisition Corporation, a Cayman Islands exempted company with incorporation number 363925 (“Purchaser”); (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liabil

Form of Amended Company Lock-Up Agreement

Exhibit 10.3 FORM OF [AMENDED] SELLER LOCK-UP AGREEMENT THIS [AMENDED AND RESTATED] LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by the undersigned security holder of the Company (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands e

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 13, 2024 Distoke

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 13, 2024 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorpor

Form of Amended Founder Lock-Up Agreement

Exhibit 10.1 FORM OF AMENDED FOUNDER LOCK-UP AGREEMENT THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempt

Form of Amended Company Founder Lock-Up Agreement

Exhibit 10.2 FORM OF AMENDED COMPANY FOUNDER LOCK-UP AGREEMENT THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by the undersigned security holder of the Company (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Isla

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 13, 2024 Distoke

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 13, 2024 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorpor

Form of Amended Company Founder Lock-Up Agreement

Exhibit 10.2 FORM OF AMENDED COMPANY FOUNDER LOCK-UP AGREEMENT THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by the undersigned security holder of the Company (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Isla

First Amendment to the Business Combination Agreement, dated November 13, 2024, by and among Distoken Acquisition Corporation, Youlife Group Inc., Xiaosen Sponsor LLC, Youlife I Limited, Youlife II Limited, and Youlife International Holdings Inc.

Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment (“First Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of November 13, 2024, by and among (i) Distoken Acquisition Corporation, a Cayman Islands exempted company with incorporation number 363925 (“Purchaser”); (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liabil

Form of Amended Company Lock-Up Agreement

Exhibit 10.3 FORM OF [AMENDED] SELLER LOCK-UP AGREEMENT THIS [AMENDED AND RESTATED] LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by the undersigned security holder of the Company (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands e

Form of Amended Founder Lock-Up Agreement

Exhibit 10.1 FORM OF AMENDED FOUNDER LOCK-UP AGREEMENT THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of [●], by Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition P

DIST / Distoken Acquisition Corporation / Meteora Capital, LLC Passive Investment

SC 13G 1 meteoradist09302024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Distoken Acquisition Corp (Name of Issuer) Ordinary shares, par value $0.0001 per share (Title of Class of Securities) G27740110 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check

DIST / Distoken Acquisition Corporation / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Distoken Acquisition Corporation (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G27740110 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period

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): May 30, 2024 Distoken Acq

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): May 30, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

Distoken Acquisition Corporation Receives Expected Notice from Nasdaq Regarding Delayed Quarterly Filing

Exhibit 99.1 Distoken Acquisition Corporation Receives Expected Notice from Nasdaq Regarding Delayed Quarterly Filing Kunming, Yunnan, June 5, 2024 (GLOBE NEWSWIRE) – Distoken Acquisition Corporation (NASDAQ: DIST) (the “Company”) announced today that it received a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in

Form of Shareholder Support Agreement

Exhibit 10.2 FORM OF SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this “Agreement”) is made and entered into as of May 17, 2024, by and among (i) Youlife Group Inc., a Cayman Islands exempted company with registration number 408752 (“Pubco”), (ii) Youlife International Holdings Inc., a Cayman Islands exempted company with registration number 348890 (the “Company”), (iii) certa

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): May 17, 2024 Distoken Acq

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): May 17, 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

Business Combination Agreement, dated May 17, 2024, by and among Distoken Acquisition Corporation, Youlife Group Inc., Xiaosen Sponsor LLC, Youlife I Limited, Youlife II Limited, and Youlife International Holdings Inc.

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among DISTOKEN ACQUISITION CORPORATION, as Purchaser, XIAOSEN SPONSOR LLC, as Sponsor, YOULIFE GROUP INC., as Pubco, YOULIFE I LIMITED, as First Merger Sub, YOULIFE II LIMITED, as Second Merger Sub, and YOULIFE INTERNATIONAL HOLDINGS INC., as the Company Dated as of May 17, 2024 TABLE OF CONTENTS ARTICLE I MERGERS 1 1.1 The Mergers. 1 1.2 Effective

Business Combination Agreement, dated May 17, 2024, by and among Distoken Acquisition Corporation, Youlife Group Inc., Xiaosen Sponsor LLC, Youlife I Limited, Youlife II Limited, and Youlife International Holdings Inc.

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among DISTOKEN ACQUISITION CORPORATION, as Purchaser, XIAOSEN SPONSOR LLC, as Sponsor, YOULIFE GROUP INC., as Pubco, YOULIFE I LIMITED, as First Merger Sub, YOULIFE II LIMITED, as Second Merger Sub, and YOULIFE INTERNATIONAL HOLDINGS INC., as the Company Dated as of May 17, 2024 TABLE OF CONTENTS ARTICLE I MERGERS 1 1.1 The Mergers. 1 1.2 Effective

Form of Shareholder Support Agreement

Exhibit 10.2 FORM OF SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this “Agreement”) is made and entered into as of May 17, 2024, by and among (i) Youlife Group Inc., a Cayman Islands exempted company with registration number 408752 (“Pubco”), (ii) Youlife International Holdings Inc., a Cayman Islands exempted company with registration number 348890 (the “Company”), (iii) certa

Form of Lock-Up Agreement

Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of May 17, 2024, by the undersigned security holder of [the Company/Purchaser] (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempted company (to

Form of Lock-Up Agreement

Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is being executed and delivered as of May 17, 2024, by the undersigned security holder of [the Company/Purchaser] (as defined below) (the “Holder”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisition Corporation, a Cayman Islands exempted company (to

Form of Non-Competition and Non-Solicitation Agreement

Exhibit 10.3 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of May 17, 2024, by the undersigned security holder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisiti

Form of Non-Competition and Non-Solicitation Agreement

Exhibit 10.3 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of May 17, 2024, by the undersigned security holder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Distoken Acquisiti

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): May 17, 2024 Distoken Acq

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): May 17, 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

Youlife International and Distoken Acquisition Corporation Announce Definitive Business Combination Agreement Youlife International to Go Public in the U.S. Through such Business Combination, Opening up a New Horizon for Long-Term Development

Exhibit 99.1 Youlife International and Distoken Acquisition Corporation Announce Definitive Business Combination Agreement Youlife International to Go Public in the U.S. Through such Business Combination, Opening up a New Horizon for Long-Term Development Shanghai, China, May 20, 2024 - Youlife International Holdings Inc., a leading blue-collar lifetime service platform in China (“Youlife”), and D

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): May 20, 2024 Distoken Acq

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): May 20, 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

Youlife International and Distoken Acquisition Corporation Announce Definitive Business Combination Agreement Youlife International to Go Public in the U.S. Through such Business Combination, Opening up a New Horizon for Long-Term Development

Exhibit 99.1 Youlife International and Distoken Acquisition Corporation Announce Definitive Business Combination Agreement Youlife International to Go Public in the U.S. Through such Business Combination, Opening up a New Horizon for Long-Term Development Shanghai, China, May 20, 2024 - Youlife International Holdings Inc., a leading blue-collar lifetime service platform in China (“Youlife”), and D

Financial Statements and Exhibits, Other Events

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): May 20, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio

DIST / Distoken Acquisition Corporation / WOLVERINE ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Distoken Acquisition Corp. (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G27740110 (CUSIP Number) April 17, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

Amended and Restated Compensation Committee Charter.*

Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF DISTOKEN ACQUISITION CORPORATION The responsibilities and powers of the Compensation Committee of the Board of Directors (the “Board”) of Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Compensation Committee takes an action, it

Amended and Restated Audit Committee Charter.*

Exhibit 99.1 AUDIT COMMITTEE CHARTER OF DISTOKEN ACQUISITION CORPORATION The responsibilities and powers of the Audit Committee of the Board of Directors (the “Board”) of Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Audit Committee takes an action, it shall exercise its i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41

Policy Related to Recovery of Erroneously Awarded Compensation, adopted November 30, 2023. *

Exhibit 97 DISTOKEN ACQUISITION CORPORATION EXECUTIVE COMPENSATION CLAWBACK POLICY Effective as of November 30, 2023 The Board of Directors (the “Board”) of Distoken Acquisition Corporation (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transition Pe

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): February 26, 2024 Distoke

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): February 26, 2024 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorpor

Promissory Note, dated February 26, 2024, issued to the Sponsor. (8)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

DIST / Distoken Acquisition Corporation / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 dist20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Distoken Acquisition Corporation (Name of Issuer) Ordinary shares, par value $0.0001 per share (Title of Class of Securities) G27740110 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

DIST / Distoken Acquisition Corporation / Vivaldi Asset Management, LLC Passive Investment

SC 13G 1 schedule13gdist21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Distoken Acquisition Corp. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G27740110 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Ch

Joint Filing Agreement, dated as of February 8, 2024 by and among Wealthspring Capital LLC and Matthew Simpson.

EX-99.1 2 ea192855ex99-1distoken.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 8, 2024 BY AND AMONG WEALTHSPRING CAPITAL LLC AND MATTHEW SIMPSON Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Sc

DIST / Distoken Acquisition Corporation / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment

SC 13G 1 ef20020036sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Distoken Acquisition Corp. (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G27740110 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement)

DIST / Distoken Acquisition Corporation / Wealthspring Capital LLC - SCHEDULE 13G Passive Investment

SC 13G 1 ea192855-13gwealthdistoken.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Distoken Acquisition Corporation (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G27740110 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem

Distoken Acquisition Corp. Unit 1006, Block C, Jinshangjun Park No.2 Xiaoba Road, Panlong District Kunming, Yunnan, China

Distoken Acquisition Corp. Unit 1006, Block C, Jinshangjun Park No.2 Xiaoba Road, Panlong District Kunming, Yunnan, China VIA EDGAR February 1, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attention: Cline and Jennifer Monick Re: Distoken Acquisition Corp. Form 10-K for the year ended Decem

Amendment to the Amended and Restated Memorandum and Articles of Association. (7)

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF DISTOKEN ACQUISITION CORPORATION (the “Company”) RESOLVED, as a special resolution, that Article 48.7 of the Amended and Restated Memorandum of Association of the Company is hereby amended and restated to read in its entirety as follows: 48.7 In the event that the Company does not consummate a Business Comb

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

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 10, 2023 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorpor

Promissory Note, dated November 10, 2023, issued to the Sponsor. (7)

Exhibit 10.1 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41622

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41622 DIST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41622 DIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio

Code of Ethics.(6)

Exhibit 14 CODE OF CONDUCT AND ETHICS OF DISTOKEN ACQUISITION CORPORATION The Board of Directors of Distoken Acquisition Corporation.

Description of Registered Securities.(6)

Exhibit 4.8 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Distoken Acquisition Corporation (“we,” “our,” “us” or the “Company”) has the following classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its ordinary shares, $0.0001 par value per sh

Audit Committee Charter.*

Exhibit 99.1 AUDIT COMMITTEE CHARTER OF DISTOKEN ACQUISITION CORPORATION The responsibilities and powers of the Audit Committee of the Board of Directors (the “Board”) of Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Audit Committee takes an action, it shall exercise its i

Compensation Committee Charter.*

Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF DISTOKEN ACQUISITION CORPORATION The responsibilities and powers of the Compensation Committee of the Board of Directors (the “Board”) of Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Compensation Committee takes an action, it

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41622 Distoken Acqui

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transition Pe

Distoken Acquisition Corporation Announces Upcoming Automatic Unit Separation, Commencing March 30, 2023

Exhibit 99.1 Distoken Acquisition Corporation Announces Upcoming Automatic Unit Separation, Commencing March 30, 2023 New York, NY, March 28, 2023 (GLOBE NEWSWIRE) – Distoken Acquisition Corporation (NASDAQ: DISTU) (the “Company”) announced today that, commencing March 30, 2023, the Company’s units will no longer trade, and that the Company’s ordinary shares, rights and warrants, which together co

Financial Statements and Exhibits, Other Events

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): March 28, 2023 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorporati

Financial Statements and Exhibits, Other Events

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): February 17, 2023 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorpor

DISTOKEN ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 DISTOKEN ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm (PCAOB ID# 688) F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Distoken Acquisition Corporation Opinion on the Financial Statement We have audited the

DIST / Distoken Acquisition Corp / Xiaosen Sponsor LLC - SC 13D Activist Investment

SC 13D 1 tm237930d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Distoken Acquisition Corporation (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G27740 110 (CUSIP Number) Jian Zhang Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road,

Underwriting Agreement, dated February 15, 2023, by and between the Company and I-Bankers Securities, Inc., as representative of the several underwriters. (5)

EX-1.1 2 tm237270d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 6,000,000 Units DISTOKEN ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York February 15, 2023 I-Bankers Securities, Inc. 535 5th Ave., 4th Floor New York, NY 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): February 17, 2023 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41622 N/A (State or other jurisdiction of incorpor

Administrative Services Agreement, dated February 15, 2023, by and between the Company and the Sponsor. (5)

Exhibit 10.5 Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China February 15, 2023 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the secur

Registration Rights Agreement, dated February 15, 2023, by and among the Company, the Sponsor, and certain securityholders. (5)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 15, 2023, is made and entered into by and among Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), I-Bankers Securities, Inc. (the “Representative”, and the Sponsor,

Amended and Restated Memorandum and Articles of Association. (5)

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Distoken Acquisition Corporation (adopted by special resolution dated 15 February 2023 and effective on 15 February 2023) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATIO

Rights Agreement, dated February 15, 2023, by and between the Company and Continental Stock Transfer & Trust Company. (5)

Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of February 15, 2023 between Distoken Acquisition Corporation, a Cayman Islands exempted company with number 363925, with offices at Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,

Sponsor Units Subscription Agreement, dated February 15, 2023, by and between the Company and the Sponsor. (5)

Exhibit 10.4 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 15th day of February, 2023, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China, and Xiaosen Sponsor LL

Representative Warrant, dated February 17, 2023. (5)

Exhibit 4.3 THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED. THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) I-BANKERS SECURITI

Distoken Acquisition Corporation Announces Pricing of $60.0 Million Initial Public Offering

Exhibit 99.1 Distoken Acquisition Corporation Announces Pricing of $60.0 Million Initial Public Offering NEW YORK, February 15, 2023 - Distoken Acquisition Corporation (Nasdaq: DISTU) (the “Company”), a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combinati

Warrant Agreement, dated February 15, 2023, by and between the Company and Continental Stock Transfer & Trust Company. (5)

Exhibit 4.1 WARRANT AGREEMENT between DISTOKEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 15, 2023, is by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Ag

Business Combination Marketing Agreement, dated February 15, 2023, by and between the Company and I-Bankers Securities, Inc. (5)

Exhibit 1.2 I-BANKERS SECURITIES, INC. 535 5th Ave., 4th Floor New York, NY 10017 February 15, 2023 Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China Attn: Jian Zhang, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Distoken Acquisition Corporation, a Cayman Isla

Investment Management Trust Agreement, dated February 15, 2023, by and between the Company and Continental Stock Transfer & Trust Company. (5)

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 15, 2023, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-

Distoken Acquisition Corporation Announces Closing of $69 Million Initial Public Offering, Including the Full Exercise of the Over-Allotment Option

Exhibit 99.2 Distoken Acquisition Corporation Announces Closing of $69 Million Initial Public Offering, Including the Full Exercise of the Over-Allotment Option NEW YORK, February 17, 2023 - Distoken Acquisition Corporation (Nasdaq: DISTU) (the “Company”), a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitaliza

Letter Agreement, dated February 15, 2023, by and among the Company, its officers and directors and the Sponsor. (5)

Exhibit 10.3 February 15, 2023 Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Distoken Acquisition Corporation, a Cayman Islan

$60,000,000 Distoken Acquisition Corporation 6,000,000 Units

TABLE OF CONTENTS PROSPECTUS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-248822 $60,000,000 Distoken Acquisition Corporation 6,000,000 Units Distoken Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other sim

UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Distoken Acquisition Corporation (Exact name of registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifi

[signature page follows]

February 10, 2023 VIA EDGAR U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: Distoken Acquisition Corporation Registration Statement on Form S-1 File No. 333-248822 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Distoken Acq

DISTOKEN ACQUISITION CORPORATION Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China

CORRESP 1 filename1.htm DISTOKEN ACQUISITION CORPORATION Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China February 10, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Geoff Kruczek RE: Distoken Acquisition Corporation Registration Statement on Form S-1

Form of Amended and Restated Memorandum and Articles of Association***

Exhibit 3.3 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Distoken Acquisition Corporation (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Distoken Acquis

Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, People’s Republic of China

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 Fi

As filed with the Securities and Exchange Commission on February 8, 2023.

As filed with the Securities and Exchange Commission on February 8, 2023. Registration No. 333-248822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 9 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction o

Specimen Ordinary Share Certificate**

Exhibit 4.2 NUMBER DISTOKEN ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of CUSIP G27740 110 FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF DISTOKEN ACQUISITION CORPORATION (THE “COMPANY”) subject to the Amended and Restated Memorandum and Articles

As filed with the Securities and Exchange Commission on February 2, 2023.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 2, 2023.

Filing Fee Table**

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Distoken Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering price Maximum Aggregate Offering Price Per Unit(1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Units, each consisting of one ordinary share, $0.

Specimen Warrant Certificate**

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW DISTOKEN ACQUISITION CORPORATION Incorporated Under the Laws of the Cayman Islands CUSIP G27740 102 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is th

Form of Letter Agreement among the Registrant and its officers, directors and Xiaosen Sponsor LLC**

Exhibit 10.2 [●], 2023 Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Distoken Acquisition Corporation, a Cayman Islands exemp

Specimen Unit Certificate**

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS DISTOKEN ACQUISITION CORPORATION CUSIP G27740 128 UNITS CONSISTING OF ONE ORDINARY SHARE, ONE RIGHT AND ONE WARRANT, EACH RIGHT ENTITLING THE HOLDER TO RECEIVE ONE-TENTH OF ONE ORDINARY SHARE EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (

Form of Amended and Restated Memorandum and Articles of Association***

Exhibit 3.3 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Distoken Acquisition Corporation (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Distoken Acquis

Amended and Restated Memorandum and Articles of Association**

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Distoken Acquisition Corporation (adopted by special resolution dated 26 January 2023 and effective on 26 January 2023) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant**

EX-4.4 8 tm2232867d2ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT between DISTOKEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2023, is by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,

Specimen Rights Certificate**

EX-4.6 10 tm2232867d2ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 NUMBER RIGHTS R DISTOKEN ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G27740 136 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the “Right” or “Rights,” respectively) to receive one-tenth of one ordinary share, no par value per

Form of Underwriting Agreement**

EX-1.1 2 tm2232867d2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 6,000,000 Units DISTOKEN ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York , 2023 I-Bankers Securities, Inc. 535 5th Ave., 4th Floor New York, NY 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby

Form of Sponsor Units Purchase Agreement between the Registrant and Xiaosen Sponsor LLC**

Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [] day of [], 2023, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China, and Xiaosen Sponsor LLC (the “

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant**

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2023, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File

Form of Representative’s Warrants**

Exhibit 4.7 THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED. THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) I-BANKERS SECURITI

Form of Registration Rights Agreement among the Registrant, I-Bankers Securities, Inc. and certain security holders**

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), I-Bankers Securities, Inc. (the “Representative”, and the Sponsor, the Repr

Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant**

EX-4.5 9 tm2232867d2ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [       ], 2023 between Distoken Acquisition Corporation, a Cayman Islands exempted company with number 363925, with offices at Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China (the “Company”), and Continental Stock Transfer

Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, People’s Republic of China (+86) 871 63624579

Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, People’s Republic of China (+86) 871 63624579 February 2, 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. 7 to Registration Statement on Form S-1 Filed

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant***

EX-4.4 5 tm2231604d1ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT between DISTOKEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,

Filing Fee Table***

EX-FILING FEES 15 tm2231604d1ex-filingfees.htm EXHIBIT 107 Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Distoken Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maxim

Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, People’s Republic of China (+86) 871 63624579

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 (+86) 871 63624579 December 9, 2022 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. 6 to Registration Stat

As filed with the Securities and Exchange Commission on December 9, 2022.

As filed with the Securities and Exchange Commission on December 9, 2022. Registration No. 333-248822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction o

Specimen Warrant Certificate***

EX-4.3 4 tm2231604d1ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW DISTOKEN ACQUISITION CORPORATION Incorporated Under the Laws of the Cayman Islands CUSIP G27740 102 Warrant Certificate This Warrant Certificate cer

Form of Sponsor Units Purchase Agreement between the Registrant and Xiaosen Sponsor LLC***

EX-10.6 13 tm2231604d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [] day of [], 2023, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming,

Form of Letter Agreement among the Registrant and its officers, directors and Xiaosen Sponsor LLC***

EX-10.2 10 tm2231604d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 [●], 2023 Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Distoken A

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant***

EX-10.3 11 tm2231604d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2023, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Compa

Third Amended and Restated Promissory Note, dated November 3, 2022, issued to the Sponsor. (4)

EX-10.1 9 tm2231604d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS THIRD AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUN

Specimen Unit Certificate***

EX-4.1 3 tm2231604d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS DISTOKEN ACQUISITION CORPORATION CUSIP G27740128 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE, ONE RIGHT AND ONE WARRANT, EACH RIGHT ENTITLING THE HOLDER TO RECEIVE ONE-TENTH OF ONE CLASS A ORDINARY SHARE EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES

Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant***

EX-4.5 6 tm2231604d1ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [ ], 2023 between Distoken Acquisition Corporation, a Cayman Islands exempted company with number 363925, with offices at Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China (the “Company”), and Continental Stock Transfer & Trus

Form of Underwriting Agreement***

EX-1.1 2 tm2231604d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 5,000,000 Units DISTOKEN ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York , 2023 I-Bankers Securities, Inc. 535 5th Ave., 4th Floor New York, NY 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby

Form of Registration Rights Agreement among the Registrant, I-Bankers Securities, Inc. and certain security holders***

EX-10.4 12 tm2231604d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), I-Bankers Securities, Inc. (t

Filing Fee Table***

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Distoken Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees Previously Paid Equity Units, each consisting of one Class A ordinary share, $0.

As filed with the Securities and Exchange Commission on April 22, 2022.

As filed with the Securities and Exchange Commission on April 22, 2022. Registration No. 333-248822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of

Form of Underwriting Agreement***

Exhibit 1.1 5,000,000 Units DISTOKEN ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York , 2021 I-Bankers Securities, Inc. 535 5th Ave., 4th Floor New York, NY 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Distoken Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), hereby confirms its agreement with I-Bankers Sec

Form of Registration Rights Agreement among the Registrant, I-Bankers Securities, Inc. and certain security holders***

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among Distoken Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?), I-Bankers Securities, Inc. (the ?Representative?, and the Sponsor, the Repr

Form of Representative’s Warrants**

Exhibit 4.7 THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED. THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) I-BANKERS SECURITI

Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, People’s Republic of China (+86) 871 63624579

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 (+86) 871 63624579 April 22, 2022 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. 5 to Registration Statem

Amended and Restated Promissory Note, dated March 17, 2021, issued to the Sponsor. (3)

EX-10.1 6 tm2125182d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL RE

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT between DISTOKEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). W

Form of Sponsor Units Purchase Agreement between the Registrant and Xiaosen Sponsor LLC*

Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [] day of [], 2021, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China, and Xiaosen Sponsor LLC (the “

Form of Business Combination Marketing Agreement**

Exhibit 1.2 I-BANKERS SECURITIES, INC. 535 5th Ave., 4th Floor New York, NY 10017 , 2021 Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China Attn: Jian Zhang, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Distoken Acquisition Corporation, a Cayman Islands company

As filed with the Securities and Exchange Commission on August 27, 2021.

S-1/A 1 tm2125182d1s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on August 27, 2021. Registration No. 333-248822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 67

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*

EX-10.3 8 tm2125182d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Compan

Form of Letter Agreement among the Registrant and its officers, directors and Xiaosen Sponsor LLC*

Exhibit 10.2 [?], 2021 Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between Distoken Acquisition Corporation, a Cayman Islands exemp

Form of Underwriting Agreement*

Exhibit 1.1 5,000,000 Units DISTOKEN ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York , 2021 I-Bankers Securities, Inc. 535 5th Ave., 4th Floor New York, NY 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Distoken Acquisition Corporation, a Cayman Islands company (the “Company”), hereby confirms its agreement with I-Bankers Securities,

Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.5 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [ ], 2021 between Distoken Acquisition Corporation, a Cayman Islands exempted company with number 363925, with offices at Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with of

Form of Registration Rights Agreement among the Registrant, I-Bankers Securities, Inc. and certain security holders*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), I-Bankers Securities, Inc. (the “Representative”, and the Sponsor, the Repr

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT between DISTOKEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). W

- FORM S-1/A

S-1/A 1 tm2030764d7s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on December 14, 2020. Registration No. 333-248822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands

Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, People’s Republic of China (+86) 871 63624579

Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, People’s Republic of China (+86) 871 63624579 December 14, 2020 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Edward M. Kelly Re: Distoken Acquisition Corporation Pre-effective Amendment No. 3 to Registration Statement o

Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.5 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [ ], 2020 between Distoken Acquisition Corporation, a Cayman Islands exempted company with number 363925, with offices at Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with of

Form of Sponsor Units Purchase Agreement between the Registrant and Xiaosen Sponsor LLC*

Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [] day of [], 2020, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China, and Xiaosen Sponsor LLC (the “

Form of Registration Rights Agreement between the Registrant and certain security holders*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (the “Representative”, and the Sponsor, the Represen

Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.5 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [ ], 2020 between Distoken Acquisition Corporation, a Cayman Islands exempted company with number 363925, with offices at Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with of

- S-1/A

As filed with the Securities and Exchange Commission on November 27, 2020. Registration No. 333-248822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction

Form of Underwriting Agreement*

Exhibit 1.1 4,000,000 Units DISTOKEN ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York , 2020 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Distoken Acquisition Corporation, a Cayman Islands company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (t

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File

Form of Letter Agreement among the Registrant and its officers, directors and Xiaosen Sponsor LLC*

Exhibit 10.2 [●], 2020 Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Distoken Acquisition Corporation, a Cayman Islands exemp

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT between DISTOKEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). W

Form of Amended and Restated Memorandum and Articles of Association**

Exhibit 3.2 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Distoken Acquisition Corporation (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Distoken

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT between DISTOKEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). W

- S-1/A

As filed with the Securities and Exchange Commission on November 3, 2020. Registration No. 333-248822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction o

Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, People’s Republic of China (+86) 871 63624579

Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, People’s Republic of China (+86) 871 63624579 November 3, 2020 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Edward M. Kelly Re: Distoken Acquisition Corporation Amendment No. 1 to Registration Statement on Form S-1 File

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT between DISTOKEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). W

Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.5 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [ ], 2020 between Distoken Acquisition Corporation, a Cayman Islands exempted company with number 363925, with offices at Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with of

Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, People’s Republic of China (+86) 871 63624579

Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, People’s Republic of China (+86) 871 63624579 October 9, 2020 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Edward M. Kelly Re: Distoken Acquisition Corporation Registration Statement on Form S-1 Filed September 15, 2020

Securities Subscription Agreement, dated July 8, 2020, between the Registrant and Xiaosen Sponsor LLC**

Exhibit 10.5 SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (this “Agreement”), effective as of July 8, 2020, is made and entered into by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Buyer”). RECITALS: WHEREAS, the Buyer wishes to subscribe for an

Specimen Ordinary Share Certificate**

Exhibit 4.2 NUMBER DISTOKEN ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of CUSIP G27740 110 FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF DISTOKEN ACQUISITION CORPORATION (THE “COMPANY”) subject to the Amended and Restated Memorand

Form of Sponsor Units Purchase Agreement between the Registrant and Xiaosen Sponsor LLC*

Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [] day of [], 2020, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China, and Xiaosen Sponsor LLC (the “

Specimen Warrant Certificate**

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW DISTOKEN ACQUISITION CORPORATION Incorporated Under the Laws of the Cayman Islands CUSIP G27740 102 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is th

Form of Registration Rights Agreement between the Registrant and certain security holders*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (the “Representative”, and the Sponsor, the Represen

Specimen Unit Certificate**

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS DISTOKEN ACQUISITION CORPORATION CUSIP G27740128 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE, ONE RIGHT AND ONE-HALF OF ONE WARRANT, EACH RIGHT ENTITLING THE HOLDER TO RECEIVE ONE-TENTH OF ONE CLASS A ORDINARY SHARE EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. E

Power of Attorney (included on signature page to the initial filing of this Registration Statement)**

S-1/A 1 tm2030764d2s1a.htm S-1/A As filed with the Securities and Exchange Commission on October 9, 2020. Registration No. 333-248822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/

Specimen Rights Certificate**

Exhibit 4.6 NUMBER RIGHTS R DISTOKEN ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G27740 136 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the “Right” or “Rights,” respectively) to receive one-tenth of one Class A ordinary share, no par value per share (“Ordinary Shares”), of DISTO

Form of Amended and Restated Memorandum and Articles of Association*

Exhibit 3.2 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Distoken Acquisition Corporation (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Distoken

Form of Administrative Services Agreement between the Registrant and Xiaosen Sponsor LLC**

Exhibit 10.8 Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China [●], 2020 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File

Form of Letter Agreement among the Registrant and its officers, directors and Xiaosen Sponsor LLC*

Exhibit 10.2 [●], 2020 Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Distoken Acquisition Corporation, a Cayman Islands exemp

Form of Indemnity Agreement**

Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are p

Form of Underwriting Agreement*

EX-1.1 2 tm2030764d2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 4,000,000 Units DISTOKEN ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York , 2020 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Distoken Acquisition Corporation, a Cayman Islands company (the “Company”), hereby confirms it

Form of Business Combination Marketing Agreement**

Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 , 2020 Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China Attn: Jian Zhang, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Distoken Acquisition Corporation, a Cayman Islands company (“

Memorandum and Articles of Association**

Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Distoken Acquisition Corporation THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Distoken Acquisition Corporation 1 The name of the Company is Distoken Acquisition Corporation 2 The Registered Office o

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on September 15, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Distoken Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or orga

Consent of John Wallace**

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Distoken Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Di

Consent of Joseph Valenza**

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Distoken Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by Di

Consent of Ning Wang**

EX-99.3 7 tm2030764d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Distoken Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as

Promissory Note, dated July 8, 2020, issued to Xiaosen Sponsor LLC**

EX-10.1 3 tm2030764d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY

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As submitted confidentially with the Securities and Exchange Commission on July 31, 2020 This draft registration statement has not been filed, publicly or otherwise, with the Securities and Exchange Commission and all information herein remains strictly confidential.