Welcome to our dedicated page for Distoken Acquisition SEC filings (Ticker: DIST), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings for Distoken Acquisition Corporation (DIST) trace its lifecycle as a Cayman Islands SPAC through to its business combination and subsequent deregistration. Investors and researchers can use these documents to understand how the blank check structure was implemented, how the Youlife transaction was completed, and how Distoken’s public reporting obligations concluded.
Key filings include the Current Report on Form 8-K describing the consummation of the business combination among Distoken, Youlife International Holdings Inc. and Youlife Group Inc. (Pubco). This filing explains the two-step merger structure, under which Pubco subsidiaries merged with Youlife and Distoken, leaving both as wholly owned subsidiaries of Pubco and converting their securities into Pubco securities, primarily in the form of American depositary shares. The 8-K also notes that Pubco ADSs began trading on The Nasdaq Capital Market under the ticker symbol YOUL and that Pubco warrants trade on the over-the-counter market.
Another important document is the Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b)), filed in connection with the removal of Distoken’s ordinary shares, rights and warrants from listing on the Nasdaq Stock Market. This filing records the delisting of DIST securities from Nasdaq.
Finally, Distoken filed a Form 15 to terminate the registration of its ordinary shares, redeemable warrants and rights under Section 12(g) of the Securities Exchange Act of 1934 and to suspend its duty to file reports under Sections 13 and 15(d). The Form 15 indicates reliance on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i) and notes that there was one holder of record as of the certification date.
On Stock Titan, these filings can be viewed alongside AI-powered summaries that highlight the structure of the business combination, changes in listing status, and the legal steps that moved Distoken from an independent SPAC to a wholly owned subsidiary of Pubco, helping users interpret complex regulatory language more efficiently.
The Goldman Sachs Group, Inc. and its subsidiary Goldman Sachs & Co. LLC report shared beneficial ownership of 166,929 ordinary shares of Distoken Acquisition Corporation, representing 6.0% of the class. Both reporting persons show 0 sole voting and dispositive power and 166,929 shared voting and dispositive power, indicating the position is held jointly rather than unilaterally. Exhibit disclosures identify GS Group as a parent holding company and Goldman Sachs & Co. LLC as a broker-dealer and registered investment adviser subsidiary. The filers certify the securities were acquired and are held in the ordinary course of business and not to influence control.
Distoken Acquisition Corporation filed Form 15-12G, certifying the termination of registration of its ordinary shares, redeemable warrants and rights under Section 12(g) of the Exchange Act and suspending its duty to file future periodic reports under Sections 13 and 15(d).
The company is relying on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i), which allow deregistration when a class of securities has fewer than 300 record holders. The filing states there is only one holder of record as of the notice date. No other Exchange Act reporting obligations remain.
This action becomes effective 90 days after filing (or earlier if the SEC accepts it), after which investors should no longer expect Forms 10-Q, 10-K or 8-K from Distoken. The certification was signed on 22 July 2025 by Director Yunlei Wang.
Distoken Acquisition Corporation (DIST) filed an 8-K announcing the closing of its business combination with Youlife International Holdings Inc. on 9 July 2025. The two-step transaction converted Distoken into a wholly owned subsidiary of newly formed Youlife Group Inc. ("Pubco"). Pubco ADSs commenced trading on the Nasdaq Capital Market on 10 July 2025 under the ticker "YOUL"; Pubco warrants trade OTC.
Capitalization & Redemptions
- Post-closing share count: 64,887,792 Class A and 11,160,808 Class B ordinary shares outstanding.
- Prior shareholder meeting saw 601,118 Distoken shares redeemed at $11.86 per share.
Governance Changes
- All pre-merger directors/officers resigned; Mr. Yunlei Wang appointed sole director.
- Distoken adopted an amended & restated memorandum and articles of association, becoming Pubco’s subsidiary.
Key Agreements
- Founder, Company Founder and shareholder lock-up agreements restrict sales for 180 days to one year, with early release if YOUL trades ≥ $12.50 for 20 out of 30 days.
- Founder Registration Rights Agreement amended to add Pubco and provide shelf, demand and piggy-back registration rights.
Investor Takeaways: Completion removes de-SPAC uncertainty and provides Nasdaq liquidity; lock-ups may limit near-term float while aligning insiders with performance. No operating or pro-forma financials were disclosed, so valuation and future cash position remain unknown.
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