DIST Deregisters Shares, Warrants & Rights via Form 15-12G

Rhea-AI Filing Summary

Distoken Acquisition Corporation filed Form 15-12G, certifying the termination of registration of its ordinary shares, redeemable warrants and rights under Section 12(g) of the Exchange Act and suspending its duty to file future periodic reports under Sections 13 and 15(d).

The company is relying on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i), which allow deregistration when a class of securities has fewer than 300 record holders. The filing states there is only one holder of record as of the notice date. No other Exchange Act reporting obligations remain.

This action becomes effective 90 days after filing (or earlier if the SEC accepts it), after which investors should no longer expect Forms 10-Q, 10-K or 8-K from Distoken. The certification was signed on 22 July 2025 by Director Yunlei Wang.

Positive

• None.

Negative

• Deregistration terminates SEC reporting, eliminating future public financial statements and event disclosures.
• Reduced transparency and potential liquidity decline for remaining minority security holders.

Insights

Securities Compliance Analyst

TL;DR: Deregistration ends SEC reporting; transparency and liquidity likely fall, modest cost savings for issuer.

By filing Form 15-12G, Distoken eliminates Exchange Act registration for its shares, warrants and rights because it now has a single record holder. Relying on Rules 12g-4(a)(1) and 12h-3(b)(1)(i) is standard for entities with <300 holders. After the 90-day period, the issuer can legally stop filing 10-Q, 10-K and 8-K, reducing compliance costs but materially reducing public disclosure. For investors, diminished transparency may constrain valuation and trading liquidity, especially for residual warrant or right holders. Overall, the move is negative for minority investors but not unexpected for a SPAC post-transaction or liquidation.

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 specified in its charter)

Unit 1006, Block C, Jinshangjun Park

No. 2 Xiaoba Road, Panlong District

Kunming, Yunnan 650000,

People’s Republic of China

Telephone: +86-871-63624579

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ordinary shares, par value $0.0001 per share

Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share

Rights, each right entitling the holder to receive one-tenth of one ordinary share

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)		☒
Rule 12g-4(a)(2)		☐
Rule 12h-3(b)(1)(i)		☒
Rule 12h-3(b)(1)(ii)		☐
Rule 15d-6		☐
Rule 15d-22(b)		☐

Approximate number of holders of record as of the certification or notice date: one

Pursuant to the requirements of the Securities Exchange Act of 1934, Distoken Acquisition Corporation has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

		Distoken Acquisition Corporation
Date:	July 22, 2025
		By:	/s/ Yunlei Wang
		Name:	Yunlei Wang
		Title:	Director

FAQ

Why did Distoken Acquisition Corporation file Form 15-12G?

It qualifies for deregistration under Rule 12g-4(a)(1) because it has fewer than 300 record holders, allowing it to end SEC reporting obligations.

Which securities are being deregistered by DIST?

Ordinary shares, redeemable warrants, and rights are all covered by this Form 15-12G.

How many shareholders does Distoken report on the filing date?

The company reports one holder of record as of 22 July 2025.

When will Distoken stop filing 10-K and 10-Q reports?

The obligation ceases 90 days after the Form 15 filing or earlier if the SEC accepts it sooner.

Who signed the Form 15-12G for Distoken Acquisition Corporation?

Director Yunlei Wang signed the certification on 22 July 2025.