[SCHEDULE 13D] Youlife Group Inc. SEC Filing

Rhea-AI Filing Summary

Youlife Group Inc. reporting persons Youtch Investment Co., Ltd. and its sole owner, Mr. Yunlei Wang, disclose beneficial ownership of 11,160,808 Class B Ordinary Shares, representing 14.7% of the outstanding ordinary shares on an as-converted basis (out of 76,048,600 aggregate shares). Each Class B share carries 20 votes per share and is convertible one-for-one into Class A shares. The filing notes the issuer completed its business combination with Distoken Acquisition Corporation on July 9, 2025. The reported shares are held for investment purposes and no current plans to pursue actions enumerated in Schedule 13D are disclosed.

Positive

• Material ownership disclosed: Reporting persons beneficially own 11,160,808 Class B Ordinary Shares, representing 14.7% of outstanding ordinary shares on an as-converted basis.
• Business combination completed: The Issuer consummated its previously announced business combination with Distoken Acquisition Corporation on July 9, 2025, establishing the disclosed capital structure.
• Clear reporting and structure: Youtch Investment is identified as wholly owned by Mr. Yunlei Wang, providing transparent ownership linkage.

Negative

• Concentrated voting power: Class B shares carry 20 votes per share, creating substantial governance influence disproportionate to the 14.7% economic stake.
• No current transaction plans disclosed: The reporting persons state shares are held for investment purposes and currently have no specific proposals, leaving uncertainty about future intentions.

Insights

Financial Analyst

TL;DR: Reporting persons hold a meaningful 14.7% stake with concentrated voting power after the company completed its business combination.

The 11.16 million Class B shares represent a sizeable minority economic interest and, due to 20x voting per Class B share, imply substantially greater governance influence than the 14.7% economic figure alone. The consummation of the business combination on July 9, 2025, establishes the current capital structure disclosed here. The filing states the shares are held for investment purposes and no specific transaction plans are disclosed, which suggests a passive stance for now but preserves flexibility for future action.

Corporate Governance Expert

TL;DR: Significant voting concentration exists through Class B shares, which materially affects shareholder control dynamics.

The document confirms a dual-class structure where Class B shares carry 20 votes each and are convertible to Class A shares, concentrating voting power with the reporting persons. While the filing disclaims present plans to change governance or pursue corporate actions, the combination of sizeable ownership and outsized voting rights is a material governance feature investors should note when assessing control and board influence.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Youlife Group Inc.

(Name of Issuer)

Class A ordinary shares, par value US$0.0001 per share

(Title of Class of Securities)

G9878M104

(CUSIP Number)

Yunlei Wang
Room C431, Changjiang Software Park, No.180 South Changjiang Road Baoshan Dis
Shanghai, F4, 201900
86 21 6173-6744

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/09/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G9878M104

1

Name of reporting person

Youtch Investment Co., Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,160,808.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,160,808.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,160,808.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Represents 11,160,808 Class B Ordinary Shares, par value US$0.0001 per share, directly held by Youtch Investment Co., Ltd. ("Youtch Investment"). Youtch Investment is a British Virgin Islands company, wholly owned by Mr. Yunlei Wang. Each Class B Ordinary Shares is entitled to 20 votes per share, whereas each Class A Ordinary Shares is entitled to one vote per share. (2) Based on 76,048,600 outstanding ordinary shares as a single and as-converted class, being the sum of 64,887,792 Class A Ordinary Shares and 11,160,808 Class B Ordinary Shares issued and outstanding as of July 9, 2025.

SCHEDULE 13D

CUSIP No. G9878M104

1

Name of reporting person

Yunlei Wang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,160,808.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,160,808.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,160,808.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Represents 11,160,808 Class B Ordinary Shares directly held by Youtch Investment, which is wholly owned by Mr. Yunlei Wang. Each Class B Ordinary Shares is entitled to 20 votes per share, whereas each Class A Ordinary Shares is entitled to one vote per share. (2) Based on 76,048,600 outstanding ordinary shares as a single and as-converted class, being the sum of 64,887,792 Class A Ordinary Shares and 11,160,808 Class B Ordinary Shares issued and outstanding as of July 9, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, par value US$0.0001 per share
(b)	Name of Issuer: Youlife Group Inc.
(c)	Address of Issuer's Principal Executive Offices: Room C431, Changjiang Software Park, No.180 South Changjiang Rd, Baoshan Dist, Shanghai, CHINA , 201900.
Item 1 Comment: This statement on Schedule 13D relates to the Class A Ordinary Shares, par value US$0.0001 per share of Youlife Group Inc., an exempted company incorporated in the Cayman Islands (the "Issuer" or the "Company"). The address of the principal executive offices of the Issuer is Room C431, Changjiang Software Park, No.180 South Changjiang Road, Baoshan District, Shanghai 201900, China. The Issuer's ordinary shares consist of Class A Ordinary Shares and Class B Ordinary Shares, par value US$0.0001 per share. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of Class B Ordinary Shares is entitled to 20 votes per share. Class B Ordinary Shares are convertible at any time by the holder into Class A Ordinary Shares on a one-for-one basis, while Class A Ordinary Shares are not convertible into Class B ordinary shares under any circumstances. The Issuer's American depositary shares (the "ADSs"), each representing one Class A Ordinary Share, are listed on the Nasdaq Stock Market under the ticker symbol "YOUL."
Item 2.	Identity and Background
(a)	Mr. Yunlei Wang and Youtch Investment Co., Ltd are collectively referred to herein as "Reporting Persons," and each, a "Reporting Person." This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The agreement among the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k). Youtch Investment is a British Virgin Islands company wholly owned by Mr. Yunlei Wang.
(b)	The business address of Mr. Yunlei Wang is Room C431, Changjiang Software Park, No.180 South Changjiang Road, Baoshan District, Shanghai 201900, China. The registered address of Youtch Investment Co., Ltd is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
(c)	The principal business of Mr. Yunlei Wang is to serve as the chairman of the board of directors and the chief executive officer of the Issuer. The principal business of Youtch Investment Co., Ltd is investment holding.
(d)	None.
(e)	None.
(f)	The responses of each Reporting Person to Row (6) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 2.
Item 3.	Source and Amount of Funds or Other Consideration
	On July 9, 2025, the Issuer consummated the previously announced business combination with Distoken Acquisition Corporation ("Distoken"), pursuant to the business combination agreement, dated initially as of May 17, 2024 (as further amended, supplemented and/or restated, the "Business Combination Agreement") by and among Distoken, the Company, Xiaosen Sponsor LLC, a Cayman Islands limited liability company, Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company, Youlife II Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company, and Youlife International Holdings Inc., a Cayman Islands exempted company. The above summary is qualified by reference to the Issuer's shell company report on Form 20-F (as filed with the U.S. Securities and Exchange Commission (the "SEC") on July 17, 2025 and the full text of the Business Combination Agreement, copies of which are filed as Exhibits 4.1 to the Issuer's registration statement on Form F-4 as amended, initially filed with the SEC on February 25, 2025 (File No. 333-285178). The Business Combination Agreement is incorporated herein by reference.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the Class B Ordinary Shares reported herein for investment purposes. The Reporting Persons may, from time to time, make additional purchases of the Issuer's ordinary shares or ADSs either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons' evaluation of the Issuer's business, prospects and financial condition, the market for the ordinary shares and the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in ordinary shares and/or enter into derivative transactions with institutional counterparties with respect to the Issuer's securities, including the ordinary shares and the ADSs. Except as set forth in this Schedule 13D, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to, at any time and from time to time, review or reconsider their position and/or change their purpose and/or, either separately or together with other persons, formulate plans or proposals with respect to those items in the future depending upon then existing factors.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of each Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The information set forth in Item 2 above is hereby incorporated by reference.
(b)	The responses of each Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The information set forth in Item 2 above is hereby incorporated by reference.
(c)	Except the information set forth in this Schedule 13D, no transactions in any of the ordinary shares of the Issuer have been effected by the Reporting Persons during the past 60 days.
(d)	Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by any of the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	To the extent required by Item 6, the information contained in Items 3, 4 and 5 above is incorporated herein by reference. To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or otherwise subject to a contingency, the occurrence of which would give another person voting power over the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	99.1* Joint Filing Agreement 99.2 Business Combination Agreement, dated as of May 15, 2024, by and among Distoken Acquisition Corporation, Youlife Group Inc., Xiaosen Sponsor LLC, Youlife I Limited, Youlife II Limited and Youlife International Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form F-4 (Reg. No. 333-285178), initially filed with the SEC on February 25, 2025). * Filed herewith

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Youtch Investment Co., Ltd.

Signature:	/s/ Yunlei Wang
Name/Title:	Yunlei Wang - Director
Date:	09/30/2025

Yunlei Wang

Signature:	/s/ Yunlei Wang
Name/Title:	Director
Date:	09/30/2025

FAQ

How many shares of YOUL does Youtch Investment beneficially own?

The filing reports 11,160,808 Class B Ordinary Shares beneficially owned by Youtch Investment Co., Ltd.

What percentage of Youlife Group (YOUL) do the reporting persons hold?

The reported holdings represent 14.7% of the outstanding ordinary shares on an as-converted basis (out of 76,048,600 shares).

When was Youlife's business combination completed?

The Issuer consummated the business combination with Distoken Acquisition Corporation on July 9, 2025.

What voting power do Class B shares have in YOUL?

Each Class B Ordinary Share carries 20 votes per share, while each Class A Ordinary Share carries one vote.

Do the reporting persons plan to change ownership or pursue corporate actions?

The filing states the shares were acquired for investment purposes and currently the reporting persons have no plans or proposals to take actions listed in Item 4 of Schedule 13D.