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 THAT	 	 	 	 
	 	 	 	 	 
	is the owner of	 	 	 	Units.
	 	 	 	 	 	 	 


Each Unit (“Unit”) consists of one
(1) Class A ordinary share, par value $0.0001 per share (“Class A ordinary shares”), of Distoken Acquisition
Corporation, a Cayman Islands limited liability company (the “Company”), one right (“Right”)
and one warrant (“Warrant”). Each Right entitles the holder to receive one-tenth (1/10) of one Class
A ordinary share, subject to adjustment upon the Company’s completion of an acquisition, share exchange, share reconstruction
and amalgamation, contractual control arrangement or other similar business combination with one or more businesses or entities
(each a “Business Combination”). Each Warrant entitles the holder to purchase one (1) Class A ordinary
share (subject to adjustment) for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of
(i) thirty (30) days after the Company’s completion of a Business Combination, and (ii) twelve (12) months from the closing
of the Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date
that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption
or liquidation. The Class A ordinary shares, the Rights and Warrants comprising the Units represented by this certificate will
begin separate trading on [●] unless EarlyBirdCapital, Inc. elects to allow earlier separate trading, subject to the Company’s
filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting
the Company’s receipt of the gross proceeds of its initial public offering and issuing a press release announcing when separate
trading will begin. The terms of the Warrants are governed by a Warrant Agreement and a Rights Agreement, dated as of [●],
2023, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent and Rights Agent, and are subject
to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by
acceptance hereof. Copies of the Warrant Agreement and Rights Agreement are on file at the office of the Warrant Agent or Right
Agent at One State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder or Right holder on written
request and without cost.


 


This certificate is not valid unless countersigned
by the Transfer Agent and Registrar of the Company.

This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

Witness the facsimile signatures of its duly authorized officers.


 


	By	 	 	 	 	 	 
	 	Chief Executive Officer	 	 	 	 	 





 






    


     


    

  


DISTOKEN ACQUISITION CORPORATION


 


The Company will furnish without charge to each unitholder who
so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights
of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights.


 


The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 


	 	 	 	 	 	 	 	 	 	 	 
	TEN COM –	 	as tenants in common	 	UNIF GIFT MIN ACT -	 	 	 	Custodian	 	 
	TEN ENT –	 	as tenants by the entireties	 	 	 	(Cust)	 	 	 	(Minor)
	JT TEN –	 	as joint tenants with right of	 	under Uniform Gifts to Minors
	 	 	survivorship	 	 	 	 
	 	 	and not as tenants in common	 	 	 	Act _________________
	 	 	 	 	 	 	(State)
	 	 	 	 	 	 	 


Additional abbreviations may also be used though not in the
above list.


 


For value received, hereby sell, assign and transfer
unto


 


	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE
	 
	 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)


 


represented by the within Certificate, and do hereby irrevocably
constitute and appoint


 


Attorney to transfer the said Units on the register of members
of the within named Company with full power of substitution in the premises.


 


Dated:


 


	 	 	 
	 	 	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed:


 









    


     


    

 





	
        THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
        GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
        SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE
        ACT OF 1934, AS AMENDED).






 


In each case, as more fully described in the Company’s
final prospectus dated [●], 2023, the holder(s) of this certificate shall be entitled to receive a pro rata portion of certain
funds held in the trust account established in connection with its initial public offering only in the event that (i) the Company
redeems the Class A ordinary shares sold in its initial public offering and liquidates because it does not consummate an initial
business combination by a date calculated by reference to the Company’s amended and restated memorandum and articles of association,
(ii) the Company redeems the Class A ordinary shares sold in its initial public offering in connection with a shareholder vote
to amend the Company’s amended and restated memorandum and articles of association (a) to modify the substance or timing
of the Company’s obligation to redeem 100% of the Class A ordinary shares if it does not consummate an initial business combination
by a date calculated by reference to the Company’s amended and restated memorandum and articles of association or (b) with
respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, or (iii) if
the holder(s) seek(s) to redeem for cash his, her or its respective Class A ordinary shares in connection with a tender offer (or
proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination) setting
forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest
of any kind in or to the trust account.