SecProbe.io

August 14, 2024
Yunlei Wang
Chief Executive Officer
Youlife Group Inc.
Room C431, Changjiang Software Park
No. 180 South Changjiang Road
Baoshan District, Shanghai 201900
China
Re:Youlife Group Inc.
Draft Registration Statement on Form F-4
Submitted July 16, 2024
CIK No. 0002028177
Dear Yunlei Wang:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4 submitted July 16, 2024
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries and that this structure involves unique risks to investors. Disclose that
investors may never hold equity interests in a Chinese operating company. Your
disclosure should acknowledge that Chinese regulatory authorities could disallow this
structure, which would likely result in a material change in your operations and/or a
material change in the value of the securities you are registering for sale, including that it
could cause the value of such securities to significantly decline or become worthless.
Provide a cross-reference to your detailed discussion of risks facing the company and the
offering as a result of this structure.

August 14, 2024
Page 2
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of your operations in China. Your disclosure should make
clear whether these risks could result in a material change in your operations and/or the
value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. We note your disclosure
in your Summary of the Proxy Statement/Prospectus on page 50, for example. Please
disclose the location of your auditor’s headquarters and whether and how the Holding
Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
Act, 2023, and related regulations will affect your company. Your prospectus summary
should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page. Additionally, please provide cross-references to the individual risk factors
identified on the cover page.
3.Disclose, if true, that your subsidiaries conduct operations in China and that the holding
company does not conduct operations. Disclose clearly the entity (including the domicile)
in which investors are purchasing an interest.
4.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed. State whether any transfers,
dividends, or distributions have been made to date between the holding company and/or
Youlife, and its subsidiaries, or to investors, and quantify the amounts where applicable.
Additionally, please amend your disclosure here and in the summary risk factors and risk
factors sections to state that, to the extent cash/assets in the business is in the PRC/Hong
Kong or a PRC/Hong Kong entity, the funds/assets may not be available to fund
operations or for other use outside of the PRC/Hong Kong due to interventions in or the
imposition of restrictions and limitations on the ability of you or your subsidiaries by the
PRC government to transfer cash/assets. On the cover page, provide cross-references to
these other discussions.
5.To the extent you have cash management policies that dictate how funds are transferred
between you and your subsidiaries, or investors, summarize the policies on your cover
page and in the prospectus summary, and disclose the source of such policies (e.g.,
whether they are contractual in nature, pursuant to regulations, etc.); alternatively, state on
the cover page that you have no such cash management policies that dictate how funds are
transferred. Provide a cross-reference on the cover page to the discussion of this issue in
the prospectus summary.
6.Revise your cover page to disclose any report, opinion, or appraisal described in Item
1607(a) of Regulation S-K from an outside party or an unaffiliated representative received
by Distoken or Sponsor, including the fairness opinion provided by Marshall & Stevens
and included here as Annex D. Refer to Item 1604(a) of Regulation S-K.
7.Discuss whether there are limitations on your ability to transfer cash between you, your
subsidiaries, or investors. Provide a cross-reference to your discussion of this issue in
your summary, summary risk factors, and risk factors sections, as well.

August 14, 2024
Page 3
8.Please briefly describe the terms of the private placement that occurred simultaneously
with the IPO of Distoken.
Frequently Used Terms and Basis of Presentation, page 2
9.For clarity and consistency throughout your proxy statement/prospectus, please revise
your definitions of various securities described here to provide additional detail regarding
the nature, composition and attribution of the security. As an example only, revise your
definition of "Private Units" to briefly describe the nature and amounts of the securities
underlying the units (e.g., one Private Warrant and one Private Share).
Market and Industry Data, page 9
10.We note that your proxy statement/prospectus contains certain information and data
concerning Youlife's industry, including industry reports from China Insights Consultancy
(CIC). Please revise your disclosure here to state whether any of the sources of industry
information or data disclosed was part of report commissioned by Distoken or Youlife or
any other party to the Business Combination. If so, please name the source of the
commissioned information and provide the necessary consent. We note your disclosure on
page 217 reflecting an industry report commissioned by Youlife and prepared by CIC.
Financial Statement Presentation, page 12
11.We note that you have not included financial statements of Pubco. Please tell us your
consideration of the guidance in Articles 3 and 15 of Regulation S-X.
Questions and Answers About the Business Combination
Q. Why am I receiving this proxy statement/prospectus?, page 13
12.Please revise your discussion regarding Proposal 1 here and elsewhere as appropriate,
(e.g., Q. What vote is required to approve each proposal at the Extraordinary General
Meeting? on page 26) to state whether or not the Business Combination is structured so
that approval of at least a majority of unaffiliated security holders of Distoken is required.
Refer to Item 1606(c) of Regulation S-K.
Q. What consideration will the Youlife Shareholders receive in return for the acquisition of
Youlife by Distoken?, page 18
13.Revise this section to provide greater detail regarding the amount of Class A Ordinary
Shares and Class B Ordinary Shares that will be received and the parties that will receive
them. Clarify the voting power associated with each class.
Q. What will happen in the Business Combination?, page 18
14.Please revise this section to briefly disclose what will happen to the Distoken Public
Warrants, Private Warrants, Public Units and Private Units in connection with the
Business Combination, including what securities the public and private securityholders
will hold upon completion of the Business Combination. Additionally, please provide a
similar discussion regarding the Youlife Founder Shares and their conversion to Pubco
Class B Ordinary Shares, which will be held by the current CEO of Youlife, Yunlei
Wang, who will also continue as the CEO of Pubco.

August 14, 2024
Page 4
Questions and Answers About the Business Combination
Q: What equity stake will current Public Shareholders, the Sponsor and Youlife Shareholders...?,
page 18
15.Reference is made to the table on page 19. Please tell us your consideration of also
presenting Per Share Pro Forma Book Value in US$.
16.Please disclose the difference between the SPAC’s offering price in its initial registered
offering and the Per Share Pro Forma Book Value. Refer to Item 1604(c) of Regulation S-
K.
17.With respect to each redemption level, state the company valuation at or above which the
potential dilution results in the amount of the non-redeeming shareholders' interest per
share being at least the initial public offering price per share of common stock. Refer to
Item 1604(c)(1) of Regulation S-K.
Summary of the Proxy Statement/Prospectus, page 31
18.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed. Quantify any cash flows and
transfers of other assets by type that have occurred between the holding company and its
subsidiaries, and direction of transfer. Quantify any dividends or distributions that a
subsidiary has made to the holding company and which entity made such transfer, and
their tax consequences. Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences. Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date. Describe any restrictions on
foreign exchange and your ability to transfer cash between entities, across borders, and to
U.S. investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries, to the parent company and U.S.
investors as well as the ability to settle any amounts owed. Also discuss whether there are
limitations on your ability to transfer cash between you, your subsidiaries, or investors.

To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize these
policies and disclose the source of such policies (e.g., whether they are contractual in
nature, pursuant to regulations, etc.); alternatively, state that you have no such cash
management policies that dictate how funds are transferred.
19.Please revise this section to comply with the requirements of Item 1604(b) of Regulation
S-K. In this regard, please disclose pursuant to Item 1604(b)(2) of Regulation S-K the
material factors that Distoken's board of directors considered in making the determination
that the Business Combination and related proposals are in the best interest of Distoken
and recommending that the Distoken shareholders approve of the Business Combination
and related proposals, and describe the fairness opinion received by the Distoken Board
from Marshall & Stevens and any other report, opinion or appraisal referred to in Item
1607(a) of Regulation S-K. Also provide the disclosure required by Item 1604(b)(3) and
(b)(4) of Regulation S-K.
Organizational Structure, page 38

August 14, 2024
Page 5
20.Please revise the three diagrams in this section to provide the full name of each entity, the
defined term used for each entity, and its place of incorporation. In this regard, revise
descriptions such as "Wholly Owned or Controlled Subsidiary" as appropriate. In the
second diagram, include the names and percentage holdings of the shareholders
of Youlife International Holdings, Inc. Revise the third diagram to include all entities in
the organizational structure, including those entities wholly-owned, controlled or
otherwise associated with the business activities and operations of Youlife; in this regard,
we note footnote (1). Also revise the third diagram to identify each person, group of
persons, or entity that owns equity/has voting power in Pubco; as examples
only, disclose that Youlife's current CEO will be a controlling shareholder in and CEO of
Pubco, and identify the "Other Distoken Shareholders."
Structure of Pubco after the Business Combination, page 39
21.Identify clearly the entity in which investors are purchasing their interest and the
entity(ies) in which the company’s operations are conducted.
Permissions Required from the PRC Authorities for Youlife's Operations, page 49
22.We note your disclosure that Youlife's "PRC subsidiaries have obtained the necessary
licenses and permits from the PRC government authorities." Please revise to disclose each
such permission or approval that you and your subsidiaries are required to obtain from
Chinese authorities to operate your business. Here, in the subsection immediately below
titled "Permission, Review and Filing Required from the Authorities in The PRC Relating
to the Business Combination," and elsewhere throughout your proxy statement/prospectus
as appropriate, revise to (i) state whether any permission or approvals sought by you or
your subsidiaries have been denied; (ii) update your discussion regarding CSRC approval
to discuss the current status of your application, review and approval process; and (iii)
describe the consequences of any failure to comply with the Overseas Listing Trial
Measures. Also file as an exhibit the consent of your PRC legal counsel, Haiwen
& Partners.
Controlled Company, page 52
23.Please revise here in the Summary, on the prospectus cover page and in the question
"What consideration will the Youlife Shareholders receive in return for the acquisition of
Youlife by Distoken" on page 18 to disclose the capital structure of Pubco, including that
it will result in control of Pubco by Mr. Wang and the disparate voting and conversion
rights of the Class A and Class B Ordinary Shares. Reconcile your disclosure on page 52
that Pubco "intends to" rely on the Nasdaq exemptions for controlled companies with the
disclosure on page 101 that Pubco "may" rely on such exemptions and the disclosure on
page 248 that Pubco does "not expect that there will be any significant differences
between Pubco's corporate governance practices and the Nasdaq standards applicable to
U.S. companies." Additionally, revise your disclosure here and in the risk factors on pages
100-101 to explain the controlling shareholder's ability to control matters requiring
shareholder approval, including the election of directors, amendment of organizational
documents, and approval of major corporate transactions, such as a change in control,
merger, consolidation, or sale of assets.

August 14, 2024
Page 6
Risk Factors Summary
Risks Relating to Doing Business in China, page 53
24.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over o