Youlife Group Inc. Announces Initial US$3.0 Million Convertible Note Registered Direct Offering and Potential Additional Investments of Up to US$9.0 Million

The financing pairs expected cash proceeds of approximately US$2.7 million with convertible debt and additional share issuance.

Rhea-AI Summary

Youlife Group (NASDAQ: YOUL) entered a securities purchase agreement with an institutional investor for a US$3.0 million convertible note offering. The subscription amount is US$2.73 million, reflecting a 9% original issue discount; another 262,009 Class A ordinary shares represented by American depositary shares (ADSs) constitute an additional 2% discount, equal to US$60,000. Youlife expects approximately US$2.7 million in gross cash proceeds before expenses.

The note matures 12 months after issuance and bears no interest before default. Conversion could issue up to 65,502,184 Class A ordinary shares represented by ADSs. Potential subsequent notes of up to US$9.0 million require mutual consent and applicable conditions. The company expected closing on or about November 3, 2026, subject to satisfaction or waiver of applicable closing conditions; completion was not announced.

3 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Initial offering is expected to provide approximately US$2.7 million in gross cash proceeds before expenses. 12% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Potential subsequent closings provide for up to US$9.0 million in additional convertible-note principal. 41% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Note bears no interest before an event of default.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Senior convertible note adds US$3.0 million in principal, maturing 12 months after issuance. 14% of market cap
• Minor pointSubscription amount of US$2.73 million reflects a 9% original issue discount.
• Minor point. Forward-looking: it has not happened yet and may not happen.Additional discount issues 262,009 Class A ordinary shares represented by ADSs, equal to US$60,000 or 2% of principal.
• Minor point. Forward-looking: it has not happened yet and may not happen.Investor-option conversion could dilute holders through up to 65,502,184 Class A ordinary shares represented by ADSs.
• Minor pointAdditional funding requires mutual consent and satisfaction of applicable conditions.

News Explained

Youlife says it will deliver 3,300,000 treasury ADSs to the investor in abeyance to settle future conversions; before application under the transaction documents, they are restricted from sale, voting and shareholder rights.

Argus 15 min delay 30 alerts

-13.38% vs previous close $0.1632 last price 4.2x rel. volume Open Argus

Details

Market move: YOUL -13.38% vs previous close. convertible note offering

+9.7% Peak in 1 min

$0.16 – $0.29 Day Range

$13.22M Mkt Cap at Last Price

On Nov 4, the day this news came out, the latest delayed price for YOUL is 13.38% below the previous close. Argus tracked a peak move of +9.7% during the session. Our momentum scanner has recorded 30 alerts for this stock so far that day. The latest delayed price is $0.16. Relative volume is very high at 4.2x what this stock usually trades by this time of day.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Note principal: US$3.0 million Potential additional principal: Up to US$9.0 million Subscription amount: US$2.73 million +5 more

Note principal

US$3.0 million

Initial convertible note

Potential additional principal

Up to US$9.0 million

Subsequent closings, subject to mutual consent and conditions

Subscription amount

US$2.73 million

For the US$3.0 million principal note

Original issue discount

9%

Note subscription terms

Additional discount ADSs

262,009 shares; equal to US$60,000

Issued in connection with the offering

Note maturity

12 months

After issuance; no interest before an event of default

Maximum conversion shares

Up to 65,502,184 shares

Class A ordinary shares represented by ADSs

Beneficial ownership limit

9.99%

Limit applicable to conversion

Key Terms

original issue discount, convertible promissory note, registered direct offering, beneficial ownership limitation, +1 more

5 terms

original issue discount financial

"reflecting a 9% original issue discount"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

convertible promissory note financial

"a 9% senior original issue discount convertible promissory note"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

registered direct offering financial

"in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

beneficial ownership limitation financial

"and a 9.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

shelf registration statement regulatory

"pursuant to the Company's shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SHANGHAI, Nov. 4, 2026 /PRNewswire/ -- Youlife Group Inc. ("Youlife" or the "Company") (NASDAQ: YOUL), a leading blue-collar lifetime service provider in China, today announced that it has entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor for the issuance and sale of a 9% senior original issue discount convertible promissory note with an original principal amount of US$3.0 million (the "Note") in a registered direct offering (the "Offering"). The Purchase Agreement also provides for potential subsequent closings involving up to an additional US$9.0 million in aggregate principal amount of convertible notes, subject to mutual consent of the parties and the satisfaction of the applicable conditions set forth therein.

The Note will be issued for a subscription amount of US$2.73 million, reflecting a 9% original issue discount. In connection with the Offering, the Company will also issue 262,009 Class A ordinary shares represented by American depositary shares ("ADSs") as an additional 2% original issue discount, equal to US$60,000, on the principal amount of the Note. The Company expects to receive gross cash proceeds of approximately US$2.7 million, before deducting offering expenses.

The Note will mature 12 months after issuance and will not bear interest before an event of default. It will be convertible at the investor's option into the Company's Class A ordinary shares represented by ADSs, with up to 65,502,184 Class A ordinary shares represented by ADSs issuable upon conversion of the Note, at the lower of a fixed conversion price and a market-based alternative conversion price, subject to a floor price, applicable adjustments and a 9.99% beneficial ownership limitation, as more fully described in the prospectus supplement relating to the Offering.

In connection with the Offering, 3,300,000 treasury shares represented by ADSs will be delivered to the investor and held in abeyance as pre-delivery ADSs to facilitate the settlement of future conversions of the Note. These ADSs are subject to restrictions on sale, voting and the exercise of shareholder rights before their application in accordance with the transaction documents, as well as additional registration, purchase and cancellation provisions described in the prospectus supplement.

The Offering is expected to close on or about November 3, 2026, subject to the satisfaction or waiver of the applicable closing conditions. The Company intends to use the net proceeds for working capital and general corporate purposes.

The securities are being offered pursuant to the Company's shelf registration statement on Form F-3 (File No. 333-299194), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on October 19, 2026. A prospectus supplement relating to the Offering has been filed with the SEC. Investors should read the prospectus supplement and accompanying prospectus, together with the documents incorporated by reference therein, for complete information about the Company and the Offering. These documents will be available through the SEC's website.

This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase any securities. No securities may be offered or sold in any jurisdiction where doing so would be unlawful without the required registration or qualification.

About Youlife Group Inc.

Youlife is a leading provider of blue-collar lifecycle services, dedicated to modernizing blue-collar employment through data, training, and technology-driven workforce solutions. In the talent services sector, Youlife operates 180 domestic branches and more than 10 overseas offices. By partnering with more than 10,000 renowned enterprises worldwide, Youlife provides stable and future-ready workforce infrastructure at scale. Under its "School-Enterprise Cooperation" model, Youlife maintains a nationwide network of vocational schools, including 37 schools and 146 curriculum development programs, covering 37 cities and counties across 16 provinces in China. For more information, please visit https://ir.youlife.cn/.

Safe Harbor Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements also include, but are not limited to, statements regarding existing and new partnerships and customer relationships, projections, estimation, and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the Company's ability to scale and grow its business, the Company's advantages and expected growth, and its ability to source and retain talent, as applicable. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company's management and are not predictions of actual performance. These statements involve risks, uncertainties, and other factors that may cause the Company's actual results, levels of activity, performance, or achievements to materially differ from those expressed or implied by these forward-looking statements. Further information regarding these and other risks, uncertainties, or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this press release, the Company cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. The forward-looking statements in this press release represent the views of the Company as of the date of this press release. Subsequent events and developments may cause those views to change. Except as may be required by law, the Company does not undertake any duty to update these forward-looking statements.

Company Contact

Youlife Group Inc.
Email: youlife.ir@youlanw.com 

Investor Relations Contact

Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor

View original content:https://www.prnewswire.com/news-releases/youlife-group-inc-announces-initial-us3-0-million-convertible-note-registered-direct-offering-and-potential-additional-investments-of-up-to-us9-0-million-302929473.html

SOURCE Youlife Group Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much cash does Youlife expect from its initial convertible note offering?

Youlife expects approximately US$2.7 million in gross cash proceeds before offering expenses. The note has US$3.0 million in original principal and a US$2.73 million subscription amount, reflecting a 9% original issue discount.

How is the conversion price determined for Youlife's convertible note?

The investor may convert at the lower of a fixed conversion price and a market-based alternative conversion price. Conversion is subject to a floor price, applicable adjustments and a 9.99% beneficial ownership limitation.

What are the pre-delivery ADSs in Youlife's convertible note offering?

3,300,000 treasury shares represented by ADSs will be delivered to the investor and held in abeyance to facilitate settlement of future note conversions. Before their application under the transaction documents, they are subject to restrictions on sale, voting and exercise of shareholder rights, alongside additional registration, purchase and cancellation provisions.