SecProbe.io

October 30, 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.
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted September 30, 2024
CIK No. 0002028177
Dear Yunlei Wang:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our August 14, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4
Cover Page
1.We note your response to prior comment 2 and reissue in part. Specifically, please
revise your disclosure in the paragraph beginning with the sentence "[y]oulife faces
various risks and uncertainties related to doing business in China" to state that the
value of such securities could not only significantly decline but could also
"be worthless." Revise your disclosure elsewhere throughout your proxy
statement/prospectus as necessary to reflect the same.

October 30, 2024
Page 2
2.We note your response to prior comment 5, including that Youlife has "established
stringent controls and procedures for cash flows within this organization." Please also
state whether you have cash management policies that dictate how funds may be
transferred throughout your organization and investors and any limits on such
transfers, as well as whether such policies are memorialized. If you do not have such
policies, state on the cover page that you have no such cash management policies that
dictate how funds are transferred. This comment applies to your disclosure on page
33, as well.
3.We note your response to prior comment 23, including to your summary and risk
factors section, and reissue in part. Please revise your cover page to similarly 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 as well as the resulting share holding and voting percentages that will
be held by Mr. Wang as your controlling shareholder and his 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.
4.Here and on page 45 under "Compensation Received by the Sponsor" please revise to
clarify what is meant by "Pubco will pay to pay transaction expenses an aggregate
amount up to $10 million," including to whom such expenses will be paid and what
the total amount of expenses are expected to be. Revise to describe the nature of and
quantify the "outstanding loans or other obligations of Distoken or Pubco" that will be
reimbursed to the Sponsor as of the date of the prospectus and on an estimated basis at
the time of the Closing. Clarify when and at what prices (in each case on a per share
and aggregate basis) each of the Founder Shares, Private Shares, Private Rights, and
Distoken Ordinary Shares underlying Private Rights that are referenced in this section
were issued to the Sponsor. Also include in this section the nature, amount and price
paid for the Private Warrants and the associated underlying shares, as well as state
that the Sponsor will receive $10,000 per month for office space and clarify
which party will pay such amount. Finally, revise the last sentence of this section so
that it applies to all of the types of compensation and securities discussed in this
section. Refer to Items 1603(a)(6) and 1604(a)(3) of Regulation S-K.
Questions and Answers About the Business Combination
Q. What will happen in the Business Combination?, page 17
5.We note your response to prior comment 14, including that "[i]mmediately after the
consummation of the Business Combination, Mr. Yunlei Wang, Chief Executive
Officer and Chairman of the Board of Youlife, will beneficially own all of the Pubco
Class B Ordinary Shares." Please revise your disclosure here, in the next Question and
Answer, and elsewhere as appropriate (for example, on pages 34, 97 and 108) to state
that this will result in Mr. Wang holding 77.2%-78.1% of Pubco, which is a
controlling interest that will allow him to control all matters submitted to the
shareholders for vote. Please also discuss here or in another Question and Answer that
this will result in the company being a controlled company and the implications
thereof. Also revise the definition of "Youlife Founder Shares" to clarify that they are
all held by Mr. Wang.

October 30, 2024
Page 3
Q. What consideration will the Youlife Shareholders receive in return for the acquisition of
Youlife by Distoken..., page 18
6.Please revise to also include a breakdown of the amount of consideration that Mr.
Wang will receive, and the amount that the other Youlife Shareholders (who do not
own Youlife Founder Shares) will receive.
Q: What equity stake will current Public Shareholders, the Sponsor and Youlife
Shareholders...?, page 18
7.We reviewed your revised disclosure in response to prior comment 17. For each
redemption scenario, disclose the valuation that Youlife Group Inc. would need to
equal in order for the non-redeeming shareholders' interest per share to be at least the
initial offering price per share of Distoken. Refer to Item 1604(c)(1) of Regulation S-
K.
Q. What happens in the Business Combination is not consummated?, page 21
8.Please revise your disclosure here, or in a new Question and Answer, and throughout
your proxy statement/prospectus as appropriate to discuss whether shareholders may
redeem their shares in connection with any proposal to extend the time period to
complete a business combination.
Q: How do I exercise my redemption rights?, page 23
9.Please revise this Question and Answer and elsewhere throughout your proxy
statement/prospectus as appropriate to discuss abstentions as applicable (i.e., Public
Shareholders may elect to redeem their shares regardless of whether they abstain, vote
for or vote against the proposed Business Combination).
Organizational Structure, page 39
10.We note your response to prior comment 20 and reissue in part. Revise the second
diagram to include the names and percentage ownership of all PRC subsidiaries;
consider the use of footnotes as needed. Further, 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, identify the “Other Distoken Shareholders” and
revise to include the necessary reference to the "(1)" associated with Youlife
International Holdings Inc.
Interests of the Sponsor and Distoken's Directors, Officers and Advisors..., page 45
We note your response to prior comment 19 and reissue in part. Please revise your
disclosure here to provide the disclosure required by Item 1604(b)(4) of Regulation S-
K. Specifically, in tabular format, (i) provide the terms and amount of the
compensation received or to be received by the SPAC sponsor, its affiliates, and
promoters in connection with the de-SPAC transaction or any related financing
transaction, (ii) the amount of securities issued or to be issued by the SPAC to the
SPAC sponsor, its affiliates, and promoters and the price paid or to be paid for such
securities in connection with the de-SPAC transaction or any related financing 11.

October 30, 2024
Page 4
transaction; and, (iii) outside of the table, the extent to which that compensation and
securities issuance has resulted or may result in a material dilution of the equity
interests of non-redeeming shareholders of the special purpose acquisition company.
We note your narrative disclosure under the subheading "Interests of the Sponsor and
Distoken's Directors, Officers and Advisors..." beginning on page 45.
Permissions Required from the PRC Authorities for Youlife's Operations, page 51
12.We note your response to prior comment 22 and reissue in part. 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 state whether
any permission or approvals sought by you or your subsidiaries have been denied. In
addition, we note your statement that you have "obtained the material necessary
licenses and permits from the PRC government authorities"; please revise this
statement to delete the materiality qualifier.
Risk Factors Summary
Risks Relating to Doing Business in China, page 56
13.We note your response to prior comment 24, including the addition of a subsection
titled "Risks Relating to Doing Business in China." Please revise the risk factor
beginning "The PRC government's significant oversight and discretion over of our
business..." to remove the language stating "in extreme cases" regarding the potential
value of your securities to significantly decline or become worthless. We note that this
language is not reflected in the detailed risk factor on page 80.
Risk Factors, page 64
14.We note your response to prior comment 4. In the risk factors, please 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.
Risks Relating to Youlife's Business and Industry
We have incurred net losses and accumulated losses in the past and may not be able to
achieve profitability in the future., page 65
15.Please update disclosed amounts to match the restated financial statements of Youlife
International Holdings. This comment applies to other sections of the risk factors
discussion.
Proposal 1: The Business Combination Proposal, page 132
We note the response to prior comment 31 and reissue in part. To the extent not
otherwise disclosed, please disclose any material interests in the Business
Combination or any related financing transaction held by the Sponsor or Distoken’s
officers or directors, including fiduciary or contractual obligations to other entities as
well as any interest in, or affiliation with, Youlife, or held by Youlife’s officers or 16.

October 30, 2024
Page 5
directors that consist of any interest in, or affiliation with, the Sponsor or Distoken. In
this regard, we note for example that the current CEO of Youlife will continue to
serve as the CEO of the post-Business Combination company. Refer to Item 1605(d)
of Regulation S-K.
Background of the Business Combination, page 141
17.We note your response to prior comment 32 and reissue in part. Please further expand
your disclosure to discuss in greater detail what topics, considerations, factors and/or
topics, financial or otherwise, were discussed in connection with the "several rounds
of negotiations" between the management of Distoken and Youlife to reach the
midpoint of $700,000,000 valuation after the initial expected valuation of
$650,000,000 by Distoken and Youlife management's expected valuation of
$750,000,000. Additionally, please explain why this range was used a starting point
for negotiations when it appears that the final equity value range determined by
Marshall & Stevens was approximately $615,000,000 to $745,000,000 as disclosed on
page 156.
Unaudited Pro Forma Combined Statement of Operations, page 176
18.We read your response to prior comment number 40. Please explain why there is no
tax adjustment related to adjustment D to administrative expenses in the “Assuming
Maximum Redemptions” scenario.
19.Please add an explanation in the notes for the 1,388 adjustment to administrative
expenses in the "Assuming No Redemptions" scenario.
Information about Distoken
Significant Activities Since Inception, page 184
20.We note your response to prior comment 43, including that the funds in the Trust
Account are invested in U.S. government securities. Given that the assets in your trust
account are securities, disclose the risk that you could be considered to be operating as
an unregistered investment company and, if you are found to be so operating, you may
be required to change your operations, wind down your operations, or register as an
investment company under the Investment Company Act. Also include disclosure
with respect to the consequences to investors if you are required to wind down your
operations as a result of this status, such as the losses of the investment opportunity in
a target company, any price appreciation in the combined company, and any warrants,
which would expire worthless.
Information about Youlife, page 203
21.We note that "Youlife expects to launch projects in the Indonesian and Vietnamese
markets in the second half of 2024..." Please revise your disclosure in this section as
applicable to discuss the status of these overseas expansion plans.
We note your response to prior comment 44. Please revise tthe subsection titled
"Teacher Recruitment" on page 217 to further clarify your relationship with the 3,876
teachers that are employed by the schools that Youlife manages, for example by
explaining that your "management" relationship with these teachers is limited to 22.

October 30, 2024
Page 6
certain activities such as teaching and training advice "based on the details of the
clauses of the relevant cooperation agreement with the respective vocational school"
and not direct management.
Beneficial Ownership of Securities, page 260
23.We note your response to prior comment 49. Please disclose the natural person(s) with
voting and/or investment control over Lanxin Blue Limited. Also, we note your
disclosure that "[n]o one individual controls FTCS or Sub GP." Please disclose the
natural person(s) with voting and/or investment control over FTCS and Sub GP; if, for
example, a general partner controls FTCS or a managing member controls Sub GP,
you should provide the name of the persons that control the general partner or
managing member.
Enforceability of Civil Liabilities, page 286
24.We note your response to prior comment 65 and reissue in part. Please revise this
section and your risk factor section as appropriate to individually name the six
directors, officers and members of senior management identified in your response that
are located in the PRC/Hong Kong. Further, state clearly the jurisdiction where these
relevant individuals are located. We note your risk factors beginning "Because Pubco
is incorporated in the Cayman Islands, you may face difficulties..." on page 104 and
"It may be difficult to enforce a U.S. judgement against Pubco or its directors and
officers outside of the United States..." on page 105.
Youlife International Holdings Inc.
Consolidated Balance Sheets, page F-48
25.Please revise all Youlife International Holdings financial statements to label 2022 and
2023 columns as restated.
28. Condensed Financial Information of the Parent Company, page F-88
26.We read your response to prior comment number 63 and updated language. We
partially re-issue the comment. Please revise to (i) describe the nature of any
restrictions on the ability of consolidated subsid