Filed
by Youlife Group Inc. and Youlife International Holdings Inc.
Pursuant
to Rule 425 under the Securities Act of 1933, as amended, and deemed filed
pursuant
to Rule 14a-12 under the Securities Exchange Act of 1934, as amended
Subject
Company: Distoken Acquisition Corporation
Commission
File No.: 001-41622
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 17, 2025
Distoken
Acquisition Corporation
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41622 |
|
N/A |
(State or other jurisdiction
of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. 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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Ordinary shares, par
value $0.0001 per share |
|
DIST |
|
The Nasdaq Stock Market
LLC |
| Redeemable warrants,
each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share |
|
DISTW |
|
The Nasdaq Stock Market
LLC |
| Rights, each right entitling
the holder to receive one-tenth of one ordinary share |
|
DISTR |
|
The Nasdaq Stock Market
LLC |
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. ☐
Item 1.01
Entry Into A Material Definitive Agreement.
Second
Amendment to the Business Combination Agreement
As
previously disclosed by Distoken Acquisition Corporation, a Cayman Islands exempted company (“Distoken”) in
its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 23, 2024,
on May 17, 2024, Distoken entered into a Business Combination Agreement (the “Business Combination Agreement”)
with 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 (“First Merger Sub”), Youlife II Limited, a Cayman Islands exempted company and a wholly-owned
subsidiary of Pubco (“Second Merger Sub”), and Youlife International Holdings Inc., a Cayman Islands exempted
company (“Youlife”) (all of the transactions contemplated by the Business Combination Agreement and other ancillary
documents, the “Business Combination”).
As
previously disclosed by Distoken in its Current Report on Form 8-K filed with the SEC on November 18, 2024, on November 13, 2024, Distoken,
Pubco, the Sponsor, First Merger Sub, Second Merger Sub and Youlife entered into the first amendment to the Business Combination Agreement
(the “BCA Amendment”), to, among other things, (i) adopt an American depository share facility, (ii) revise
the scope and terms of certain lock-up provisions applicable to the Sponsor and Youlife shareholders, and (iii) clarify certain matters
related to the dual-class share structure of Pubco following the closing (the “Closing”) of the Business Combination.
Under the new American depository share facility, at the Closing, Pubco will issue its ordinary shares in the form of American depository
shares (“Pubco ADSs”) to Distoken and Youlife shareholders holding registered shares, which Pubco ADSs will
be listed on the Nasdaq Capital Market in lieu of Pubco ordinary shares, and the warrants to be issued by Pubco will be exercisable for
Pubco ADSs. Upon becoming registered shares, Pubco ordinary shares will be exchangeable for Pubco ADSs.
On
January 17, 2025, Distoken, Pubco, the Sponsor, First Merger Sub, Second Merger Sub and Youlife entered into the second amendment to
the Business Combination Agreement (the “BCA Second Amendment”) to, among others, clarify that Pubco ADSs shall
not be issued to any Distoken or Youlife shareholders that hold restricted shares, including those to lock-up restrictions, and those
shareholders will instead receive Pubco ordinary shares.
A
copy of the BCA Second Amendment is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference,
and the foregoing descriptions of the BCA Second Amendment is qualified in its entirety by reference thereto.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Additional
Information About the Business Combination and Where to Find It
This
Current Report on Form 8-K relates to a proposed Business Combination between Distoken and Youlife. This Current Report on Form 8-K does
not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the Business Combination, the parties intend to file with the
SEC the Registration Statement, which will include a preliminary proxy statement of Distoken and a preliminary prospectus of Pubco, and
after the Registration Statement is declared effective, Distoken will mail a definitive proxy statement/prospectus relating to the Business
Combination to its shareholders. This communication does not contain all the information that should be considered concerning the Business
Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination.
DISTOKEN’S AND YOULIFE’S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS AND THE AMENDMENTS THERETO AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED IN CONNECTION
WITH THE BUSINESS COMBINATION, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT DISTOKEN, YOULIFE, PUBCO AND THE BUSINESS
COMBINATION. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant
materials for the Business Combination will be mailed to shareholders of Distoken as of a record date to be established for voting on
the Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive
proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov,
or by directing a request to: Distoken Acquisition Corporation, Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District,
Kunming, Yunnan, China; Tel: +86 871 63624579.
Participants
in the Solicitation
Distoken
and its directors and executive officers may be deemed participants in the solicitation of proxies from Distoken’s shareholders
with respect to the Business Combination. A list of the names of those directors and executive officers of Distoken is contained in Distoken’s
Annual Report on Form 10-K filed with the SEC on April 17, 2024, which is available free of charge at the SEC’s web site at www.sec.gov,
or by directing a request to: Distoken Acquisition Corporation, Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District,
Kunming, Yunnan, China; Tel: +86 871 63624579. Additional information regarding the interests of such participants will be set forth
in the Registration Statement when available.
Youlife,
Pubco and their directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders
of Distoken in connection with the Business Combination. A list of the names of such directors and executive officers and information
regarding their interests in the Business Combination will be included in the Registration Statement when available.
Non-Solicitation
This
Current Report on Form 8-K does not constitute, and should not be construed to be, a proxy statement or the solicitation of a proxy,
solicitation of any vote or approval, consent or authorization with respect to any securities or in respect of the proposed Business
Combination described herein and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall
there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Forward-Looking
Statements
This
Current Report on Form 8-K contains certain statements that may be considered forward-looking statements within the meaning of the federal
securities laws. Forward-looking statements include, without limitation, statements about future events or Distoken’s, Youlife’s
or Pubco’s future financial or operating performance. For example, statements regarding Youlife’s anticipated growth and
the anticipated growth in demand for Youlife’s products, services and solutions, the anticipated size of Youlife’s addressable
market and other metrics, statements regarding the benefits of the Business Combination, and the anticipated timing of the completion
of the Business Combination are forward-looking statements. In some cases, you can identify forward-looking statements by terminology
such as “may,” “should,” “could,” “might,” “plan,” “possible,”
“project,” “strive,” “budget,” “forecast,” “expect,” “intend,”
“will,” “estimate,” “anticipate,” “believe,” “predict,” “potential”
or “continue,” or the negatives of these terms or variations of them or similar terminology.
These
forward-looking statements regarding future events and the future results of Distoken, Youlife and Pubco are based on current expectations,
estimates, forecasts, and projections about the industry in which Youlife operates, as well as the beliefs and assumptions of Distoken’s
management and Youlife’s management. These forward-looking statements are only predictions and are subject to known and unknown
risks, uncertainties, assumptions and other factors beyond Distoken’s, Youlife’s or Pubco’s control that are difficult
to predict because they relate to events and depend on circumstances that will occur in the future. They are neither statements of historical
fact nor promises or guarantees of future performance. Therefore, Youlife’s and Pubco’s actual results may differ materially
and adversely from those expressed or implied in any forward-looking statements and Distoken, Youlife and Pubco therefore caution against
relying on any of these forward-looking statements.
These
forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Distoken and its management,
Youlife and its management, and Pubco and its management, as the case may be, are inherently uncertain and are inherently subject to
risks, variability and contingencies, many of which are beyond Distoken’s, Youlife’s or Pubco’s control. Factors that
may cause actual results to differ materially from current expectations include, but are not limited to: (i) the occurrence of any event,
change or other circumstances that could give rise to the termination of the Business Combination Agreement and any subsequent definitive
agreements with respect to the Business Combination; (ii) the outcome of any legal proceedings that may be instituted against Distoken,
Youlife, Pubco or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (iii)
the inability to complete the Business Combination due to the failure to obtain consents and approvals of the shareholders of Distoken,
to obtain financing to complete the Business Combination or to satisfy other conditions to closing, or delays in obtaining, adverse conditions
contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Business
Combination Agreement; (iv) changes to the proposed structure of the Business Combination that may be required or appropriate as a result
of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; projections, estimates
and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, and the estimated
implied enterprise value of Pubco; (vi) Youlife’s and Pubco’s ability to scale and grow its business, and the advantages
and expected growth of Pubco; (vii) Pubco’s ability to source and retain talent, the cash position of Pubco following closing of
the Business Combination; (viii) the ability to meet stock exchange listing standards in connection with, and following, the consummation
of the Business Combination; (ix) the risk that the Business Combination disrupts current plans and operations of Youlife as a result
of the announcement and consummation of the Business Combination; (x) the ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things, competition, the ability of Pubco or Youlife to grow and manage growth profitably,
maintain key relationships and retain its management and key employees; (xi) costs related to the Business Combination; (xii) changes
in applicable laws, regulations, political and economic developments; (xiii) the possibility that Youlife or Pubco may be adversely affected
by other economic, business and/or competitive factors; (xiv) Youlife’s estimates of expenses and profitability; (xv) the failure
to realize estimated shareholder redemptions, purchase price and other adjustments; and (xvi) other risks and uncertainties set forth
in the filings by Distoken or Pubco with the SEC. There may be additional risks that neither Distoken nor Youlife presently know or that
Distoken and Youlife currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. Any forward-looking statements made by or on behalf of Distoken, Youlife or Pubco speak only as of the date they are made.
None of Distoken, Youlife or Pubco undertakes any obligation to update any forward-looking statements to reflect any changes in their
respective expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
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: January 17, 2025 |
By: |
/s/ Jian Zhang |
| |
|
Name: |
Jian Zhang |
| |
|
Title: |
Chief Executive Officer |
Exhibit
2.1
SECOND
AMENDMENT
TO
BUSINESS
COMBINATION AGREEMENT
This
Second Amendment (“Second Amendment”) to the Business Combination Agreement (as defined below) is made and
entered into as of January 17, 2025, by and among (i) Distoken Acquisition Corporation, a Cayman Islands exempted company with
incorporation number 363925 (“Purchaser”); (ii) Xiaosen Sponsor LLC, a Cayman Islands limited liability
company with registration number 3127 (the “Sponsor”); (iii) Youlife Group Inc., a Cayman Islands exempted
company with registration number 408752 (“Pubco”); (iv) Youlife I Limited, a Cayman Islands exempted
company with registration number 408168 and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (v) Youlife
II Limited, a Cayman Islands exempted company with registration number 408169 and a wholly-owned subsidiary of Pubco (“Second
Merger Sub”), and (vi) Youlife International Holdings Inc., a Cayman Islands exempted company with registration
number 348890 (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Business Combination Agreement (defined below).
RECITALS:
WHEREAS,
Purchaser, the Sponsor, Pubco, First Merger Sub, Second Merger Sub and the Company have entered into that certain Business Combination
Agreement, dated as of May 17, 2024 (as amended on November 13, 2024, the “Original Agreement,” and as further
amended, including by this Second Amendment, the “Business Combination Agreement”);
WHEREAS,
Section 12.9 of the Business Combination Agreement provides that the Business Combination Agreement may be amended, supplemented
or modified only by execution of a written instrument signed by each of Purchaser, the Sponsor, Pubco, First Merger Sub, Second Merger
Sub and the Company; and
WHEREAS,
the Parties now desire to amend the Original Agreement to, among other matters, clarify the recipients of Pubco ADSs.
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and in accordance with the terms of the Business Combination Agreement, the Parties hereto, intending to be
legally bound, do hereby acknowledge and agree as follows:
1.
Amendments to Business Combination Agreement.
(a)
Section 1.6(c) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(c)
Following the First Merger Effective Time, (i) the Depositary Bank shall distribute the Pubco ADSs to the ADS Recipients in accordance
with Section 2.1 and Section 2.2 and the Deposit Agreement; and (ii) Pubco shall distribute Pubco Class A Ordinary Shares
to the Company Shareholders pursuant to Section 2.1(a)(ii) and to the Sponsor pursuant to Section 2.2(a).
(b)
Section 2.1(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(a)
Company Securities. (i) Each Company Security that is (x) not subject to the Amended Seller Lock-Up Agreement and (y) issued and
outstanding immediately prior to the First Merger Effective Time, other than the Company Founder Shares, shall, as of the First Merger
Effective Time, be canceled by virtue of the First Merger and converted into the right to receive such number of Pubco Class A Ordinary
Shares equal to the Exchange Ratio in the form of Pubco ADS in accordance with Section 1.3(a). (ii) Each Company Security that
is (x) subject to the Amended Seller Lock-Up Agreement and (y) issued and outstanding immediately prior to the First Merger Effective
Time, other than the Company Founder Shares, shall, as of the First Merger Effective Time, be canceled by virtue of the First Merger
and converted into the right to receive such number of Pubco Class A Ordinary Shares in accordance with Section 1.3(a) (which
consideration, together with the consideration set forth in Section 2.1(a)(i) shall hereinafter be referred to as the “Company
Class A Share Consideration”). All of the Company Securities exchanged for the right to receive Pubco Class A Ordinary
Shares (or Pubco Class A Ordinary Shares in the form of Pubco ADS) shall no longer be issued and outstanding and shall automatically
be cancelled and shall cease to exist, the register of members of the Company shall be updated promptly at the First Merger Effective
Time to reflect such cancellation, and each holder of a share certificate (if any) of the Company previously representing any Company
Securities so cancelled shall thereafter cease to have any rights with respect to such securities, except the right to receive the Pubco
Class A Ordinary Shares or Pubco ADS, as applicable, into which such Company Securities shall have been converted in the First Merger
and as otherwise provided under the Cayman Companies Act.”
(c)
Section 2.2(c) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(c)
Purchaser Rights. At the Second Merger Effective Time, (i) each issued and outstanding Purchaser Right shall be automatically
converted into such number of Pubco Class A Ordinary Shares in the form of Pubco ADSs, and (ii) each issued and outstanding Purchaser
Right beneficially owned by the Sponsor shall be automatically converted into such number of Pubco Class A Ordinary Shares, in each case
of (i) and (ii), equal to the number of Purchaser Ordinary Shares that would have been received by the holder thereof if such Purchaser
Right had been converted upon the consummation of a Business Combination in accordance with the Purchaser Charter and the IPO Prospectus
into Purchaser Ordinary Shares, but for such purposes treating it as if such Business Combination had occurred immediately prior to the
Second Merger Effective Time and the Purchaser Ordinary Shares issued upon conversion of the Purchaser Rights had then automatically
been converted into Pubco Class A Ordinary Shares (or Pubco Class A Ordinary Shares in the form of Pubco ADSs) in accordance with Section
2.2(a) above. At the Second Merger Effective Time, the Purchaser Rights shall cease to be outstanding and shall automatically be
canceled and retired and shall cease to exist. The holders of certificates previously evidencing Purchaser Rights outstanding immediately
prior to the Second Merger Effective Time shall cease to have any rights with respect to such Purchaser Rights, except as provided herein
or by Law. Each certificate formerly representing Purchaser Rights shall thereafter represent only the right to receive Pubco Class A
Ordinary Shares (or Pubco Class A Ordinary Shares in the form of Pubco ADSs) as set forth herein.”
2.
Miscellaneous. Except as expressly provided in this Second Amendment, all of the terms and provisions in the Original Agreement
and the Ancillary Documents are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set
forth therein. This Second Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the
Original Agreement or any Ancillary Document, or any other right, remedy, power or privilege of any party, except as expressly set forth
herein. Any reference to the Business Combination Agreement in the Business Combination Agreement or any other agreement, document, instrument
or certificate entered into or issued in connection therewith shall hereinafter mean the Original Agreement, as amended by this Second
Amendment (or as the Business Combination Agreement may be further amended or modified after the date hereof in accordance with the terms
thereof). The Original Agreement, as amended by this Second Amendment, and the documents or instruments attached hereto or thereto or
referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Business
Combination Agreement, and supersedes all prior agreements and understandings, both oral and written, between the parties with respect
to its subject matter. If any provision of the Original Agreement is materially different from or inconsistent with any provision of
this Second Amendment, the provision of this Second Amendment shall control, and the provision of the Original Agreement shall, to the
extent of such difference or inconsistency, be disregarded. Sections 12.1 through 12.10, and 12.12 through 12.15 of the Original Agreement
are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this Second Amendment as if all
references to the “Agreement” contained therein were instead references to this Second Amendment.
[Remainder
of Page Intentionally Left Blank; Signature Pages Follow]
IN
WITNESS WHEREOF, each party hereto has caused this Second Amendment to be signed and delivered by its respective duly authorized officer
as of the date first written above.
| |
Purchaser: |
| |
|
| |
DISTOKEN
ACQUISITION CORPORATION |
| |
|
| |
By:
|
/s/
Jian Zhang |
| |
Name: |
Jian
Zhang |
| |
Title: |
Chief
Executive Officer |
| |
|
| |
Sponsor: |
| |
|
| |
XIAOSEN
SPONSOR LLC |
| |
|
| |
By: |
/s/
Jian Zhang |
| |
Name: |
Jian
Zhang |
| |
Title: |
Manager |
[Signature
Page to Second Amendment]
IN
WITNESS WHEREOF, each party hereto has caused this Second Amendment to be signed and delivered as of the date first written above.
| |
Pubco: |
| |
|
| |
YOULIFE
GROUP INC. |
| |
|
| |
By: |
/s/
Wang Yunlei |
| |
Name:
|
Wang
Yunlei |
| |
Title: |
Director |
| |
|
| |
First
Merger Sub: |
| |
|
| |
YOULIFE
I LIMITED |
| |
|
| |
By: |
/s/
Wang Yunlei |
| |
Name: |
Wang
Yunlei |
| |
Title: |
Director |
| |
|
|
| |
Second
Merger Sub: |
| |
|
|
| |
YOULIFE
II LIMITED |
| |
|
|
| |
By: |
/s/
Wang Yunlei |
| |
Name: |
Wang Yunlei |
| |
Title: |
Director |
| |
|
|
| |
The
Company: |
| |
|
|
| |
YOULIFE
INTERNATIONAL HOLDINGS INC. |
| |
|
|
| |
By: |
/s/
Wang Yunlei |
| |
Name: |
Wang Yunlei |
| |
Title: |
Director |
[Signature
Page to Second Amendment]
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