Form SC 13G - Statement of acquisition of beneficial ownership by individuals
February 08 2024 - 4:00PM
Edgar (US Regulatory)
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 box to designate the rule pursuant to which this
Schedule is filed:
☒ |
Rule 13d-1(b) |
☐ |
Rule 13d-1(c) |
☐ |
Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G27740110 |
13G |
Page
2 of 6 |
1. |
Names
of Reporting Person:
Wealthspring
Capital LLC |
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
☐ |
|
(b) |
☒ |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person With |
|
|
5. |
Sole
Voting Power 0 |
6. |
Shared
Voting Power 446,073 |
7. |
Sole
Dispositive Power 0 |
8. |
Shared
Dispositive Power 446,073 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person 446,073 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
Percent
of Class Represented by Amount in Row (9) 6.9% |
12. |
Type
of Reporting Person (See Instructions) IA; PN |
CUSIP No. G27740110 |
13G |
Page
3 of 6 |
1. |
Names
of Reporting Person:
Matthew
Simpson |
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
☐ |
|
(b) |
☒ |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
United
States of America |
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person With |
|
|
5. |
Sole
Voting Power 0 |
6. |
Shared
Voting Power 446,073 |
7. |
Sole
Dispositive Power 0 |
8. |
Shared
Dispositive Power 446,073 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person 446,073 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
Percent
of Class Represented by Amount in Row (9) 6.9% |
12. |
Type
of Reporting Person (See Instructions) IN; IA; HC |
CUSIP No. G27740110 |
13G |
Page
4 of 6 |
Item 1.
Distoken Acquisition Corporation
| (b) | Address of Issuer’s Principal Executive Offices. |
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, China
Item 2.
| (a)-(c) | Name of Persons Filing, Address of Principal Business Office, Citizenship |
This statement is being jointly filed
by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”). The filing of
this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered
by the statement other than the securities actually owned by such person (if any).
| (i) | Wealthspring Capital LLC, a Delaware limited liability company (“Wealthspring”); and |
| (ii) | Matthew Simpson, who is a United States citizen and a manager of Wealthspring. |
The principal business address for Wealthspring
and for Mr. Simpson is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604.
| (d) | Title and class of securities covered by this statement: |
Ordinary Shares, par value $0.0001 per
share (“Shares”)
G27740110
Item 3.
If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
| ☐ | Broker or dealer
registered under section 15 of the Act; |
| ☐ | Bank as defined in
section 3(a)(6) of the Act; |
| ☐ | Insurance company
as defined in section 3(a)(19) of the Act; |
| ☐ | Investment company
registered under section 8 of the Investment Company Act of 1940; |
| ☒ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| ☐ | An employee benefit
plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| ☒ | A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G); |
CUSIP No. G27740110 |
13G |
Page
5 of 6 |
| ☐ | A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| ☐ | A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
| ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ________ |
Item 4. Ownership
| (a) | Each of Wealthspring Capital LLC and Mr. Simpson may be deemed to beneficially own 446,073 Shares. |
| (b) | The number of Shares that each of Wealthspring Capital LLC and Mr. Simpson may be deemed to beneficially own constitutes approximately
6.9% of the Shares outstanding. |
| (c) | Number of Shares as to which such person has |
| (i) | Sole power to vote or direct the vote: 0 |
| (ii) | Shared power to vote or direct the vote: 446,073 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 446,073 |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following: ☐
Item 6. Ownership of More Than 5 Percent on Behalf of Another Person.
Wealthspring Capital LLC’s clients have the
right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported on this
statement. No one other person’s interest in the securities reported herein is more than 5%.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classifications of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in
connection with a nomination under § 240.14a-11.
CUSIP No. G27740110 |
13G |
Page
6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 8, 2024
Wealthspring Capital LLC |
|
|
|
|
|
|
By: |
/s/ Matthew
Simpson |
|
/s/
Matthew Simpson |
Name: |
Matthew Simpson |
|
Matthew Simpson |
Its: |
Manager |
|
|
EXHIBIT INDEX
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 Schedule 13G referred to below) on behalf of each of them a statement on Schedule 13G (including
amendments thereto, if any) with respect to the ordinary shares of Distoken Acquisition Corporation, and that this Agreement may be included
as an Exhibit to such joint filing.
Each of the undersigned agrees
to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information
concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning
the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement as of February 8, 2024.
Wealthspring Capital LLC |
|
|
|
|
|
|
By: |
/s/ Matthew
Simpson |
|
/s/
Matthew Simpson |
Name: |
Matthew Simpson |
|
Matthew Simpson |
Its: |
Manager |
|
|
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