Sec Form 3 Filing - Zhang Jian @ Distoken Acquisition Corp - 2023-02-13

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Zhang Jian
2. Issuer Name and Ticker or Trading Symbol
Distoken Acquisition Corp [ DISTU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and Chairman
(Last) (First) (Middle)
C/O DISTOKEN ACQUI CORP UT 1006, BLK C, JINSHANGJUN PK NO. 2 XIAOBA RD, PANLONG
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2023
(Street)
KUNMING, F400000
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 1,725,000 I See Footnote ( 1 ) ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zhang Jian
C/O DISTOKEN ACQUI CORP UT 1006, BLK C
JINSHANGJUN PK NO. 2 XIAOBA RD, PANLONG
KUNMING, F400000
X X CEO and Chairman
Xiaosen Sponsor LLC
C/O DISTOKEN ACQUI CORP UT 1006, BLK C
JINSHANGJUN PK NO. 2 XIAOBA RD, PANLONG
KUNMING, F4000000
X X CEO and Chairman
Signatures
/s/ Jian Zhang 02/13/2023
Signature of Reporting Person Date
/s/ Jian Zhang, Manager of Xiaosen Sponsor LLC 02/13/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares represent ordinary shares held by Xiaosen Sponsor LLC (the "Sponsor"), acquired pursuant to a certain Securities Subscription Agreement, dated July 8, 2020, by and among the Registrant and the Sponsor. Mr. Zhang, the Chairman and Chief Executive Officer of the Registrant, is the sole manager of the Sponsor. He may be deemed the beneficial owner of the securities and has sole voting and dispositive control over such securities. These shares include an aggregate of 225,000 shares that are subject to forfeiture to the extent that the underwriter's overallotment option in the Company's initial public offering is not exercised.
( 2 )Mr. Zhang disclaims beneficial ownership of the ordinary shares held by the Sponsor other than to the extent of his pecuniary interest in such shares.

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