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Form 10-Q for the Quarterly Period Ended March 31, 2025

Press release·05/16/2025 22:10:30
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Form 10-Q for the Quarterly Period Ended March 31, 2025

Form 10-Q for the Quarterly Period Ended March 31, 2025

Distoken Acquisition Corporation, a Cayman Islands company, filed its quarterly report for the period ended March 31, 2025. The company reported a net loss of $1.3 million for the three months ended March 31, 2025, compared to a net loss of $1.1 million for the same period in 2024. As of March 31, 2025, the company had cash and cash equivalents of $14.4 million and a total shareholders’ deficit of $23.4 million. The company’s ordinary shares, redeemable warrants, and rights are listed on the Nasdaq Stock Market LLC under the symbols DIST, DISTW, and DISTR, respectively. The company did not have any revenue for the three months ended March 31, 2025, and its expenses primarily consisted of general and administrative expenses.

Overview

We are a blank check company formed in 2020 for the purpose of completing a business combination. We have not engaged in any operations or generated any revenue to date. Our activities have been focused on preparing for our initial public offering and identifying a target company for a business combination.

Financial Performance

For the three months ended March 31, 2025, we had a net loss of $405,712, which was primarily due to operating and formation costs, as well as taxes. In contrast, for the three months ended March 31, 2024, we had net income of $32,539, driven by interest earned on investments held in our trust account.

Our results of operations and ability to complete a business combination could be adversely affected by various economic factors beyond our control, such as downturns in the financial markets, increases in inflation and interest rates, supply chain disruptions, and geopolitical instability.

Liquidity and Capital Resources

We completed our initial public offering in February 2023, raising $69 million. We also sold $5.45 million in private units to our sponsor. As of March 31, 2025, we had $7.6 million invested in a trust account and $850 in cash.

To finance transaction costs for a business combination, our sponsor or affiliates may provide working capital loans, which could be convertible into units of the post-combination company. We may also need to raise additional capital through loans or investments to complete a business combination.

We have determined that the potential need for mandatory liquidation and dissolution raises substantial doubt about our ability to continue as a going concern. If we are unable to complete a business combination by November 18, 2025, we will be required to liquidate.

Key Accounting Estimates and Policies

Our critical accounting estimates and policies include:

  • Accounting for investments held in the trust account as trading securities
  • Evaluating financial instruments to determine if they are derivatives or contain embedded derivatives
  • Accounting for warrants as either equity-classified or liability-classified instruments

We have also adopted new accounting standards related to segment reporting and income tax disclosures.

Overall, our financial performance and ability to complete a business combination face significant risks and uncertainties. Careful management of our liquidity and capital resources, as well as diligent accounting practices, will be crucial going forward.

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