UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2026
Commission
File Number: 001-42682
Youlife
Group Inc.
(Exact
name of registrant as specified in its charter)
Room
C431, Changjiang Software Park
No.180
South Changjiang Road
Baoshan
District, Shanghai 201900
People’s
Republic of China
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Entry
into a Material Definitive Agreement
On
October 30, 2026, Youlife Group Inc. (the “Registrant” or the “Company”) entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) for the issuance and
sale, in a registered direct offering (the “Offering”), of a 9% Senior Original Issue Discount Convertible Note with an
original principal amount of US$3,000,000 (the “Convertible Note”) for a subscription amount of US$2,730,000. In
connection with the Offering, the Company will also issue to the Purchaser 262,009 Class A ordinary shares represented by American
depositary shares (the “Discount ADSs”) as an additional 2% original issue discount, equal to US$60,000, on the
principal amount of the Convertible Note.
The
Convertible Note is convertible, subject to the terms and limitations set forth therein, into Class A ordinary shares of the
Company, par value US$0.0001 per share (the “Class A Ordinary Shares”), represented by American depositary shares (the
“ADSs”), with each ADS representing one Class A Ordinary Share. Up to 65,502,184 Class A Ordinary Shares represented by
ADSs may be issued from time to time upon conversion of the Convertible Note. Unless earlier repaid, prepaid or converted in
accordance with its terms, the Convertible Note will mature 12 months after its original issuance date and does not bear interest
prior to the occurrence of an Event of Default. Following the occurrence of an Event of Default and during the continuance thereof,
interest accrues at 18% per annum or, if lower, the maximum rate permitted by law, compounded monthly on the basis of a 360-day year
and payable on the first Trading Day of each month during the continuance of such Event of Default.
In
connection with the Offering, the Company caused 3,300,000 treasury shares to be deposited with the custodian for the ADS facility and
the corresponding ADSs to be delivered for the benefit of the Purchaser and held in abeyance as pre-delivery ADSs (the “Pre-Delivery
ADSs”) to facilitate the settlement of future conversions of the Convertible Note, subject to the applicable beneficial ownership
limitation. Before application as delivery ADSs in accordance with the Convertible Note, the Purchaser may not sell or vote the Pre-Delivery
ADSs or exercise shareholder rights in respect thereof, subject to the exceptions set forth in the Convertible Note. If the VWAP-based
value of the outstanding Pre-Delivery ADSs falls below 50% of the outstanding principal, the Company must register and issue additional
Pre-Delivery ADSs sufficient to restore that value to at least 100% of the outstanding principal, subject to the beneficial ownership
limitation and related abeyance provisions. For six months after no Convertible Note remains outstanding, the Purchaser may purchase
remaining Pre-Delivery ADSs at the lower of the Fixed Conversion Price and the Alternative Conversion Price, determined as if the Convertible
Note remained outstanding. Any remaining unpurchased Pre-Delivery ADSs must then be surrendered for cancellation. The Convertible Note,
the ADSs issuable or deliverable under the transaction documents and the Class A Ordinary Shares represented thereby are collectively
referred to as the “Securities.”
The
Convertible Note and the Company’s cash payment obligations under the transaction documents are fully guaranteed by a subsidiary
of the Company pursuant to a guarantee agreement (the “Guarantee Agreement”).
The
Offering closed on November 3, 2026, following the satisfaction or waiver of the applicable closing conditions. The Company received
gross proceeds of US$2,730,000 from the Offering before deducting estimated offering expenses payable by the Company.
The
Securities were offered and sold pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”)
on November 3, 2026, and the accompanying base prospectus included in the Company’s shelf registration statement on Form F-3 (File
No. 333-299194), which was declared effective by the SEC on October 19, 2026.
A
copy of the opinion of Campbells LLP relating to the legality of the issuance and sale of the Securities is filed as Exhibit 5.1 hereto.
The
foregoing descriptions of the Purchase Agreement, the Convertible Note and the Guarantee Agreement do not purport to be complete and
are qualified in their entirety by reference to the full text of those documents, copies of which are filed as Exhibits 10.1, 10.2 and
10.3, respectively, to this Report on Form 6-K and are incorporated herein by reference.
On
November 4, 2026, the Company issued a press release announcing the Offering, a copy of which is furnished as Exhibit 99.1 hereto.
This
Report on Form 6-K, including Exhibits 5.1, 10.1, 10.2, 10.3 and 23.1 hereto, but excluding Exhibit 99.1, is hereby incorporated by reference
into the Company’s registration statement on Form F-3 (File No. 333-299194) and the related prospectus and prospectus supplement,
and forms a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently
filed or furnished by the Company. Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference
in such filing.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion of Campbells LLP |
| 10.1* |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Senior 9% Original Issue Discount Convertible Promissory Note |
| 10.3 |
|
Form of Guarantee Agreement |
| 23.1 |
|
Consent of Campbells LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press release, dated November 4, 2026 |
| * | Certain of the exhibits
and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a
copy of all omitted exhibits and schedules to the SEC upon its request. |
SIGNATURES
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, thereunto duly authorized.
| |
Youlife Group Inc. |
| |
|
|
| |
By: |
/s/ Yuneli
Wang |
| |
Name: |
Yunlei Wang |
| |
Title: |
Chairman and Chief Executive Officer |
Date:
November 4, 2026
Exhibit 99.1
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
SHANGHAI, November 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
