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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 9, 2025
Distoken
Acquisition Corporation
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41622 |
|
N/A
00-0000000 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Unit 1006, Block C, Jinshangjun Park
No.
2 Xiaoba Road, Panlong District
Kunming,
Yunnan,
China |
|
N/A |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +86 871 63624579
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Introductory
Note
On
July 9, 2025, Distoken Acquisition Corporation, a Cayman Islands exempted company (“Distoken”) and Youlife International
Holdings Inc. , a Cayman Islands exempted company (“Youlife”) consummated (the “Closing”) the transactions (collectively,
the “Business Combination”) contemplated by that certain Business Combination Agreement, dated as of May 17, 2024, as amended
on November 13, 2024 and January 17, 2025 (the “Business Combination Agreement”), by and among Youlife Group Inc., a Cayman
Islands exempted company (“Pubco”), Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”),
Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco, Youlife II Limited, a Cayman Islands exempted
company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and Youlife.
Pursuant
to the Business Combination Agreement, the Business Combination was effected in two steps: (a) on July 8, 2025, First Merger Sub merged
with and into Youlife (the “First Merger”), with Youlife surviving the First Merger as a wholly-owned subsidiary of Pubco
and the outstanding shares of Youlife being converted into the right to receive shares of Pubco; and (b) following the First Merger,
on July 9, 2025 (the “Closing Date”), second Merger Sub will merge with and into Distoken (the “Second Merger,”
and together with First Merger, the “Mergers”), with Distoken surviving the Second Merger as a wholly-owned subsidiary of
Pubco and the outstanding securities of Distoken being converted into the right to receive substantially equivalent securities of Pubco
(in the form of American depositary shares (“ADSs”) of Pubco, except for certain restricted securities).
Prior
to the Closing Date, Pubco has caused a sponsored American depositary share facility for the Class A ordinary shares, par value $0.0001
per share, of Pubco (the “Pubco Ordinary Shares”) to be established with a reputable depositary bank reasonably acceptable
to Distoken for the purpose of issuing and distributing the Pubco ADSs.
In
connection with the Closing, Pubco ADSs began trading on The Nasdaq Capital Market under the ticker symbol “YOUL” on July
10, 2025. The warrants of Pubco are quoted on the Over-the-Counter market.
Item
1.01 Entry into a Material Definitive Agreement.
The
information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. In connection
with the Closing, the parties to the Business Combination entered into the following agreements. Unless otherwise defined herein, the
capitalized terms used below are defined in the Business Combination Agreement.
Lock-up
Agreements
Distoken,
Pubco, Youlife and the Sponsor entered into a lock-up agreement (the “Founder Lock-up Agreement”) prior to the Closing, amending
and restating the lock-up agreement that was executed by the Sponsor on May 17, 2024, and superseding the provisions of the letter agreement
entered by and among Distoken, Sponsor and other parties named therein in connection with Distoken’s initial public offering with
respect to transfer restrictions on the founder shares held by the Sponsor (the “Founder Shares”). The Founder Lock-up Agreement
provides for a lock-up period with respect to the Founder Shares commencing on the Closing Date and ending on the one-year anniversary
of the Closing Date (with respect to 50% of such shares subject to early release if the last trading price of the Pubco ADSs equals or
exceeds $12.50 for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing).
Distoken,
Pubco and Youlife entered into a lock-up agreement (the “Company Founder Lock-up Agreement”) with Youtch Investment Co.,
Ltd., a holding company wholly owned by Mr. Yunlei Wang, prior to the Closing, amending and restating the lock-up agreement that was
executed by Youtch Investment Co., Ltd., on May 17, 2024. The Company Founder Lock-up Agreement provides for a lock-up period commencing
on the Closing Date and ending on the one-year anniversary of the Closing Date (with respect to 50% of such shares subject to early release
if the last trading price of the Pubco ADSs equals or exceeds $12.50 for any 20 trading days within any 30 trading day period commencing
at least 150 days after the Closing).
Distoken,
Pubco and Youlife also entered into lock-up agreements (the “Company Lock-up Agreements”) with each shareholder of Youlife
(other than Mr. Yunlei Wang) prior to the Closing, certain of which Company Lock-Up Agreements amend and restate the lock-up agreements
that were executed by certain shareholders of Youlife on May 17, 2024. The Company Lock-up Agreements provide for a lock-up period commencing
on the Closing Date and ending on the date that is 180 calendar days after the Closing Date (with respect to 50% of such shares subject
to early release if the last trading price of the Pubco ADSs equals or exceeds $12.50 for any 20 trading days within any 30 trading day
period commencing at least 90 days after the Closing). The restrictions set forth in the Company Lock-Up Agreements are waivable in writing
by Distoken, Pubco and Youlife at any time prior to the Closing, and they may do so to the extent required for Pubco to have sufficient
public float to meet Nasdaq Stock Market (“Nasdaq”) initial listing requirements.
Prior
to the Closing of the Business Combination, Distoken and Youlife released the Pubco ordinary shares issuable to certain Youlife shareholders
from the transfer restrictions under the Company Lock-up Agreements in order to satisfy the initial listing requirements of Nasdaq.
The
forms of the Founder Lock-up Agreement, the Company Founder Lock-up Agreement and the Company Lock-up Agreements are filed as Exhibits
10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and the foregoing descriptions thereof are qualified in their
entireties by reference to the full texts of the forms of the Founder Lock-up Agreement, the Company Founder Lock-up Agreement and the
Company Lock-up Agreements and the terms of which are incorporated by reference herein.
Amendment
to Founder Registration Rights Agreement
On
the Closing Date, Distoken, Pubco, Youlife, the Sponsor, I-Bankers Securities, Inc. (“I-Bankers”) and EarlyBirdCapital, Inc.
(“EarlyBird,” together with I-Bankers, the “Representative”) entered into the Amendment to Founder Registration
Rights Agreement (the “Founder Registration Rights Agreement Amendment”), which amended that certain Registration Rights
Agreement, dated as of February 15, 2023, by and among Distoken, the Sponsor and the Representatives (the “Founder Registration
Rights Agreement”). Pursuant to the Founder Registration Rights Agreement Amendment, (i) Pubco was added as a party to the Registration
Rights Agreement and (ii) Pubco agreed to undertake certain resale shelf registration obligations in accordance with the Securities Act
of 1933, as amended, and the other parties thereto have been granted customary demand and piggyback registration rights.
The
form of Founder Registration Rights Agreement Amendment is filed as Exhibit 10.4 to this Current Report on Form 8-K, and the foregoing
description thereof is qualified in its entirety by reference to the full text of the form of the Founder Registration Rights Agreement
Amendment and the terms of which are incorporated by reference herein.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in the Introductory Note and Item 1.01 of this Current Report is incorporated by reference herein.
As
previously disclosed on a Current Report on Form 8-K filed with the SEC on June 5, 2025, an extraordinary general meeting (the “Business
Combination Meeting”) of shareholders of Distoken was held on May 30, 2025, public shareholders holding an aggregate of 601,118
ordinary shares of Distoken exercised their right to have such shares redeemed for a pro rata portion of the trust account holding the
proceeds from Distoken’s initial public offering, with redemption price calculated at approximately $11.86 per share.
Immediately
following the consummation of the Business Combination, on July 9, 2025, there were 64,887,792 Pubco Class A ordinary shares and 11,160,808
Pubco Class B ordinary shares issued and outstanding.
Item
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated
by reference in this Item 3.03.
Item
5.01 Changes in Control of Registrant.
The
information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated
by reference in this Item 5.01.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
To the extent required by Item 5.02 of Form 8-K, the disclosure set forth in Item 5.01 of this Current Report on Form 8-K is incorporated
by reference in this Item 5.02.
In
connection with the consummation of the Business Combination, each of Jian Zhang, Jirong Lyu, Yiwen Ma, Zhanming Zhang, John Wallace,
Joseph Valenza and Ning Wang resigned and ceased to be directors and/or officers of Distoken.
Following
the consummation of the Business Combination, Yunlei Wang was appointed to serve as the sole director of Distoken.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.
In
connection with the consummation of the Business Combination, Distoken adopted an amended and restated memorandum and articles of association
(the “Charter”), and in accordance with which, Distoken became a wholly-owned subsidiary of Pubco in connection with the
Second Merger.
Distoken
filed the Charter with the Cayman Islands Registrar of Companies on July 9, 2025. A copy of the Charter is attached hereto as Exhibit
3.1 and is incorporated by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit |
|
Description |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of Distoken |
| |
|
|
| 10.1 |
|
Form of Founder Lock-up Agreement |
| |
|
|
| 10.2 |
|
Form of Company Founder Lock-up Agreement |
| |
|
|
| 10.3 |
|
Form of Company Lock-up Agreements |
| |
|
|
| 10.4 |
|
Form of Founder Registration Rights Agreement Amendment |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Distoken
Acquisition Corporation |
| |
|
|
| Date:
July 15, 2025 |
By: |
/s/
Yunlei Wang |
| |
Name: |
Yunlei
Wang |
| |
Title: |
Director |
