[SCHEDULE 13G] Youlife Group Inc. Passive Investment Disclosure (>5%)
Youlife Group: L1 Capital reports 9.99% stake
The reported position combines shares issuable under a convertible note with shares represented by American depositary shares, under a 9.99% ownership cap.
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For Youlife Group Inc. (YOUL), L1 Capital Global Opportunities Master Fund, Ltd. reported beneficial ownership of 7,753,009 Class A ordinary shares, or 9.99% of the class. The reported amount comprises 7,491,000 shares issuable upon conversion of a 9% Senior Original Issue Discount Convertible Note, subject to a 9.99% beneficial ownership limitation, and 262,009 shares represented by American depositary shares. It excludes 50,201,308 additional shares issuable upon note conversion, calculated using the note’s floor price, and 3,300,000 treasury shares deposited with the ADS custodian whose corresponding ADSs are held in abeyance as pre-delivery ADSs.
Key Figures
Beneficially owned Class A ordinary shares:7,753,009 sharesPercentage of class:9.99%Shares issuable upon note conversion included:7,491,000 shares+5 more
8 metrics
Beneficially owned Class A ordinary shares7,753,009 sharesReported by L1 Capital Global Opportunities Master Fund, Ltd.
Percentage of class9.99%L1 Capital’s reported beneficial ownership
Shares issuable upon note conversion included7,491,000 sharesSubject to a 9.99% beneficial ownership limitation
Shares represented by American depositary shares262,009 sharesIncluded in L1 Capital’s reported beneficial ownership
Additional shares excluded50,201,308 sharesIssuable upon note conversion, calculated using the note’s floor price
Treasury shares excluded3,300,000 sharesDeposited with the ADS facility custodian; corresponding ADSs held in abeyance as pre-delivery ADSs
Class A ordinary shares outstanding70,117,511 sharesStated as outstanding after the offering and used as the basis for the reported percentage
Note interest rate9%9% Senior Original Issue Discount Convertible Note
Key Terms
9% Senior Original Issue Discount Convertible Note, beneficial ownership limitation, American depositary shares, pre-delivery ADSs, +1 more
5 terms
9% Senior Original Issue Discount Convertible Notefinancial
"issuable upon conversion of a 9% Senior Original Issue Discount Convertible Note"
beneficial ownership limitationfinancial
"subject to a 9.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
American depositary sharesfinancial
"Class A Ordinary Shares represented by American depositary shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
pre-delivery ADSsfinancial
"held in abeyance as pre-delivery ADSs"
floor pricefinancial
"calculated based on the floor price therein"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many YOUL shares does L1 Capital report beneficially owning?
L1 Capital reported beneficial ownership of 7,753,009 Class A ordinary shares, equal to 9.99% of the class. The amount comprises 7,491,000 shares issuable upon conversion of a 9% Senior Original Issue Discount Convertible Note and 262,009 shares represented by American depositary shares.
What YOUL shares does L1 Capital exclude from its reported ownership?
The reported amount excludes 50,201,308 shares issuable upon note conversion, calculated using the note’s floor price. It also excludes 3,300,000 treasury shares deposited with the ADS facility custodian, with corresponding ADSs delivered for the reporting person’s benefit and held in abeyance as pre-delivery ADSs.
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 Shares, $0.0001 par value
(Title of Class of Securities)
98743K101
(CUSIP Number)
11/03/2026
(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):
98743K101
1
Names of Reporting Persons
L1 Capital Global Opportunities Master Fund, 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
7,753,009.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,753,009.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,753,009.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
FI
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, People's Republic of China
Item 2.
(a)
Name of person filing:
L1 Capital Global Opportunities Master Fund, Ltd.
(b)
Address or principal business office or, if none, residence:
3rd Floor, Citrus Grove Building, 106 Goring Ave.
George Town
PO Box 10085
Grand Cayman, Cayman Islands KY1-1001
(c)
Citizenship:
Cayman Islands
(d)
Title of class of securities:
Class A Ordinary Shares, $0.0001 par value
(e)
CUSIP Number(s):
98743K101
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:
7,753,009
The amounts in Row (5), (7) and (9) represent (i) 7,491,000 Class A Ordinary Shares issuable upon conversion of a 9% Senior Original Issue Discount Convertible Note, subject to a 9.99% beneficial ownership limitation and (ii) 262,009 Class A Ordinary Shares represented by American depositary shares. The amounts do not include (i) 50,201,308 Class A Ordinary Shares issuable upon conversion of a 9% Senior Original Issue Discount Convertible Note (calculated based on the floor price therein), subject to a 9.99% beneficial ownership limitation and (ii) 3,300,000 treasury shares deposited with the custodian for the ADS facility and the corresponding ADSs delivered for the benefit of the Reporting Person and held in abeyance as pre-delivery ADSs. The percentage set forth on Row (11) of the cover page for the Reporting Person is based on 70,117,511 Class A Ordinary Shares outstanding after the offering, based on the Issuer's Prospectus filed under Rule 424(b)(5) with the Securities and Exchange Commission on November 3, 2026 and a Report of Foreign Issuer on Form 6-K filed with the Securities and Exchange Commission on November 4, 2026.
David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.
(b)
Percent of class:
9.99 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
7,753,009
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
7,753,009
(iv) Shared power to dispose or to direct the disposition of:
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.
