お知らせ • Jul 10
Youlife International Holdings Inc. completed the acquisition of Distoken Acquisition Corporation (NasdaqGM : DIST) from Xiaosen Sponsor LLC and others in a reverse merger transaction.
Youlife International Holdings Inc. entered into a definitive business combination agreement to acquire Distoken Acquisition Corporation (NasdaqGM : DIST) from Xiaosen Sponsor LLC and others for approximately $760 million in a reverse merger transaction on May 17, 2024. Under the Business Combination Agreement, the aggregate merger consideration amount to be paid to the shareholders of the Company is $700,000,000 and will be paid entirely in newly issued ordinary shares of Pubco, with each share valued at $10. Pursuant to the Business Combination Agreement, each of Youlife and Distoken will merge with newly-formed subsidiaries of Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), which will serve as the parent company of each of Youlife and Distoken following the consummation of the Business Combination. It is anticipated that the combined company will be listed on the Nasdaq Stock Market under the ticker symbol YOUL.
The completion of the Business Combination is subject to regulatory approvals, the approval of the transaction by the shareholders of Distoken and Youlife, Distoken having at least $5,000,001 in net tangible assets as of the Closing, the effectiveness of the Registration Statement; the appointment of the post-closing directors of Pubco; and the Nasdaq listing requirements having been fulfilled and the satisfaction or waiver of other customary closing conditions. The board of directors of Distoken and Youlife approved the merger. As of May 16, 2025, Distoken Acquisition commenced mailing the definitive proxy statement/prospectus dated May 15, 2025 (the “Proxy Statement/Prospectus”) related to the extraordinary general meeting of shareholders to be held on May 30, 2025 to consider and vote upon, among other things, the approval of its previously announced proposed business combination. As of May 30, 2025, Distoken and Youlife Group entered into an amendment to the Subscription Agreements with the investors to remove the May 31, 2025 termination date and to provide that any party may terminate the agreement if the Business Combination is not completed by June 30, 2025. Shareholders of Distoken Acquisition Corporation approved the transaction and satisfaction or waiver of all other closing conditions. Youlife and Distoken previously entered into subscription agreements with multiple investors to purchase an aggregate of 2,704,949 Class A ordinary shares of Youlife at a purchase price of $10.00 per share for aggregate proceeds of approximately $27.0 million in connection with the Business Combination. The PIPE Financing closed simultaneously with the closing of the Business Combination. Proceeds from the PIPE Financing will be used to fund Youlife’s strategic development.
George Wu, James Chang, Yang Ge, Olivia Lai, Stephanie (Chen) Zhang, Vera Chen, Qianshan Liu, Wenhong You and George Wu, Hong Kong based partner of DLA, Tian Yuan Law Firm LLP and Haiwen & Partners, Campbells Law Firm are serving as legal counsels to Youlife. Richard I. Anslow of Ellenoff Grossman & Schole LLP, Jingtian & Gongcheng, Maples and Calder (Cayman) and Fangda Partners are serving as legal counsels to Distoken. Ke (Ronnie) Li of Baker & McKenzie FenXun (FTZ) acted as a legal advisor to Youlife International Holdings Inc.
Youlife International Holdings Inc. completed the acquisition of Distoken Acquisition Corporation (NasdaqGM : DIST) from Xiaosen Sponsor LLC and others in a reverse merger transaction on July 9, 2025.