Exhibit
4.3


 


[Form of Warrant Certificate]


 


[FACE]


 


Number


 


WARRANTS

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

DISTOKEN ACQUISITION CORPORATION

Incorporated Under the Laws of the Cayman Islands


 


CUSIP G27740 102


 


Warrant Certificate


 


This Warrant Certificate certifies that                          ,
or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each,
a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Class A ordinary shares”),
of Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Each Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the
Company that number of fully paid and non-assessable Class A ordinary shares as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant
Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions
set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


Each Warrant is initially exercisable for one fully paid and
non-assessable Class A ordinary share. The number of
Class A ordinary shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as
set forth in the Warrant Agreement.


 


The initial Exercise Price per one Class A ordinary share for
any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as
set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant Agreement,
the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become void.


 


Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully
set forth at this place.


 


This Warrant Certificate shall not be valid unless countersigned
by the Warrant Agent, as such term is used in the Warrant Agreement.


 


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


 


	 	DISTOKEN ACQUISITION CORPORATION


 


 






     


     


    

 


	 	By:  	 
	 	 	Name:	Jian Zhang
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






     


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive Class A ordinary shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [·],
2023 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
 & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
 “holders” or “holder” meaning the Registered Holders or Registered Holder,
respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the
Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Warrants may be exercised at any time during the Exercise Period
set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering
this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with
payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as
provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any
exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything else in this Warrant Certificate or
the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance
of the Class A ordinary shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Class A ordinary shares is current, except through “cashless exercise” as provided for
in the Warrant Agreement.


 


The Warrant Agreement provides that upon the occurrence of certain
events the number of Class A ordinary shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to
certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in a Class A ordinary share, the Company shall, upon exercise, round down to the nearest whole number of Class A ordinary shares
to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the principal corporate
trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized
in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like
number of Warrants.


 


Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject
to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in
connection therewith.


 


The Company and the Warrant Agent may deem and treat the Registered
Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor
this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 






     


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Class A ordinary
shares and herewith tenders payment for such Class A ordinary shares to the order of Distoken Acquisition Corporation (the “Company”)
in the amount of $[·]
in accordance with the terms hereof. The undersigned requests that a certificate for such Class A ordinary shares be registered
in the name of [·],
whose address is [·]
and that such Class A ordinary shares be delivered to [·]
whose address is [·].
If said number of Class A ordinary shares is less than all of the Class A ordinary shares purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such Class A ordinary shares be registered in the
name of [·], whose
address is [·]
and that such Warrant Certificate be delivered to [·],
whose address is [·].


 


In the event that the Warrant has been called for redemption
by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant
to Section 6.3 of the Warrant Agreement, the number of Class A ordinary shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant
Agreement.


 


In the event that the Warrant is a Private Placement Warrant
that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement,
the number of Class A ordinary shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant is to be exercised on a “cashless”
basis pursuant to Section 7.4 of the Warrant Agreement, the number of Class A ordinary shares that this Warrant
is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the
number of Class A ordinary shares that this Warrant is exercisable for would be determined in accordance with the relevant section
of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned
hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions
of the Warrant Agreement, to receive Class A ordinary shares. If said number of shares is less than all of the Class A ordinary
shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Class A ordinary shares be registered in the name of [·],
whose address is [·]
and that such Warrant Certificate be delivered to [·],
whose address is [·].


 


[Signature Page Follows]


 


Date:         
, 20


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


 






     


     


    

 


	Signature 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).