Youlife issues 4.97M shares in YouheHR acquisition

Rhea-AI Filing Summary

Youlife Group Inc. issued 4,967,810 Class A shares as consideration to Lightred Investment Co., Ltd. on May 6, 2026 following a share exchange agreement to acquire YouheHR Group Inc. The shares equal 6.1% of the voting class based on 69,855,502 Class A and 11,160,808 Class B ordinary shares outstanding, voting as a single class, immediately after closing.

The filing identifies Lightred Investment Co., Ltd. and its sole owner, Guanghong Wang, as beneficial holders of the 4,967,810 Exchange Shares with sole voting and dispositive power. The filing is a Schedule 13G-style disclosure of beneficial ownership following the closing.

Insights

Corporate Governance Analyst

Share issuance recorded to a single seller as part of an acquisition; holder reports sole voting and dispositive power.

The filing documents that 4,967,810 Exchange Shares were issued to Lightred Investment Co., Ltd. at closing on 05/06/2026, creating a reported 6.1% beneficial stake based on the stated post-closing share counts. The notice lists both voting and dispositive powers as sole for the holder.

Dependencies include the post-closing capitalization stated in the filing: 69,855,502 Class A and 11,160,808 Class B shares. Future filings will show whether this holding is passive or linked to further agreements.

M&A / Transaction Specialist

The exchange was executed by share issuance at closing; the acquired company became a wholly owned subsidiary.

The issuer closed a share exchange agreement and acquired YouheHR Group Inc., issuing 4,967,810 Exchange Shares as consideration on the stated closing date. The filing explicitly states YouheHR became a wholly-owned subsidiary upon closing.

Key dependencies are the closing mechanics and the share counts used to compute the 6.1% figure. Additional agreements or earn-outs are not disclosed in the excerpt.

Key Figures

Exchange Shares issued: 4,967,810 shares Reported stake: 6.1% Class A outstanding (post-closing): 69,855,502 shares +2 more

5 metrics

Exchange Shares issued 4,967,810 shares issued as consideration on <date>05/06/2026</date>

Reported stake 6.1% of the voting class immediately after closing

Class A outstanding (post-closing) 69,855,502 shares Class A shares outstanding immediately after closing

Class B outstanding (post-closing) 11,160,808 shares Class B shares outstanding immediately after closing

Holder voting/dispositive power 4,967,810 shares sole voting and sole dispositive power reported for Lightred and Guanghong Wang

Key Terms

Exchange Shares, share exchange agreement, beneficially owned, sole dispositive power

4 terms

Exchange Shares regulatory

"the issuer issued 4,967,810 Exchange Shares to the Seller as consideration for the acquisition"

share exchange agreement legal

"the issuer entered into a share exchange agreement (the "Agreement") with YouheHR Group Inc."

A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.

beneficially owned financial

"Amount beneficially owned: (i) Lightred Investment Co., Ltd.: 4,967,810"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole dispositive power corporate governance

"Sole Dispositive Power 4,967,810.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

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

What stake does Lightred Investment hold in Youlife Group (YOUL)?

Lightred Investment Co., Ltd. holds 4,967,810 Class A shares, equal to 6.1% of the voting class based on the post-closing share counts of 69,855,502 Class A and 11,160,808 Class B ordinary shares.

Why were 4,967,810 shares issued by Youlife Group?

The issuer issued 4,967,810 Exchange Shares as consideration under a share exchange agreement to acquire YouheHR Group Inc.; the transaction closed on 05/06/2026, making YouheHR a wholly-owned subsidiary.

Who is the ultimate owner of the shares reported in the filing?

The filing identifies Lightred Investment Co., Ltd. and its sole owner, Guanghong Wang, as beneficial holders; both are reported with sole voting and dispositive power over 4,967,810 shares.

Do the reported shares include Class B shares or affect total voting structure?

The 6.1% calculation is based on combined voting as a single class using 69,855,502 Class A and 11,160,808 Class B shares outstanding immediately after closing; the filing ties the percentage to those totals.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/12/2026 - 07:00 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Youlife Group Inc.

(Name of Issuer)

Class A ordinary share, $0.0001 par value per share

(Title of Class of Securities)

G9878M104

(CUSIP Number)

05/06/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G9878M104

1

Names of Reporting Persons

Lightred Investment Co., Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,967,810.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,967,810.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,967,810.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.1 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): G9878M104

1

Names of Reporting Persons

Guanghong Wang

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,967,810.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,967,810.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,967,810.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Youlife Group Inc.
(b)	Address of issuer's principal executive offices: Room C431, Changjiang Software Park, No.180 South Changjiang Road, Baoshan District, Shanghai 201900, China
Item 2.
(a)	Name of person filing: (i) Lightred Investment Co., Ltd. and (ii) Guanghong Wang. Lightred Investment Co., Ltd. is principally an investment holding company organized and existing under the laws of British Virgin Islands. Lightred Investment Co., Ltd. is wholly owned by Guanghong Wang.
(b)	Address or principal business office or, if none, residence: (i) Lightred Investment Co., Ltd.: Sea Meadow House P.O. Box 116 Road Town Tortola British Virgin Islands; and (ii) Guanghong Wang: Group 1 of Shimenxi Village, Huangliang Town, Xingshan County, Hubei Province, China.
(c)	Citizenship: (i) Lightred Investment Co., Ltd.: British Virgin Islands; and (ii) Guanghong Wang: People's Republic of China
(d)	Title of class of securities: Class A ordinary share, $0.0001 par value per share
(e)	CUSIP Number(s): G9878M104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: (i) Lightred Investment Co., Ltd.: 4,967,810; and (ii) Guanghong Wang: 4,967,810. On January 22, 2025, the issuer entered into a share exchange agreement (the "Agreement") with YouheHR Group Inc.("YouheHR") and Lightred Investment Co., Ltd. (the "Seller"). Pursuant to the Agreement, the issuer agreed to acquire all of the issued and outstanding shares of YouheHR from the Seller in exchange for newly issued Class A ordinary shares of the Company (the "Exchange Shares"). The transaction closed on May 6, 2026 (the "Closing Date"). Upon closing, YouheHR became a wholly-owned subsidiary of the issuer. On the Closing Date, the issuer issued 4,967,810 Exchange Shares to the Seller as consideration for the acquisition.
(b)	Percent of class: The calculations below are based on 69,855,502 Class A ordinary shares and 11,160,808 Class B Ordinary Shares, voting as a single class, issued and outstanding immediately after the closing of the Agreement on May 6, 2026. (i) Lightred Investment Co., Ltd.: 6.1%; (ii) Guanghong Wang: 6.1%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) Lightred Investment Co., Ltd.: 4,967,810; and (ii) Guanghong Wang: 4,967,810.
	(ii) Shared power to vote or to direct the vote: (i) Lightred Investment Co., Ltd.: 0; and (ii) Guanghong Wang: 0.
	(iii) Sole power to dispose or to direct the disposition of: (i) Lightred Investment Co., Ltd.: 4,967,810; and (ii) Guanghong Wang: 4,967,810.
	(iv) Shared power to dispose or to direct the disposition of: (i) Lightred Investment Co., Ltd.: 0; and (ii) Guanghong Wang: 0.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Lightred Investment Co., Ltd.

Signature:	/s/ Guanghong Wang
Name/Title:	Guanghong Wang/Director
Date:	05/12/2026

Guanghong Wang

Signature:	/s/ Guanghong Wang
Name/Title:	Guanghong Wang
Date:	05/12/2026

Exhibit Information

Exhibit 99.1 - Joint Filing Agreement