Correspondence 0001493152-25-011146 from Youlife Group Inc. (YOUL)
Youlife Group Inc.
Date: March 21, 2025 · CIK: 0002028177 · Accession: 0001493152-25-011146
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-285178
Referenced dates: March 17, 2025
Letter
Attention: United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Re: Youlife Group Inc. (CIK No. 0002028177) Response to the Staff's Comments on Registration Statement on Form F-4 Filed on February 25, 2025 File No. 333-285178
Dear Ms. Franks, Mr. Phippen, Ms. Beukenkamp and Ms. Peyser:
On behalf of our client, Youlife Group Inc., an exempted company incorporated in the Cayman Islands (the " Company "), we are hereby submitting to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's responses to the comments contained in the Staff's letter dated March 17, 2025 on the Company's registration statement on Form F-4 filed with the Commission on February 25, 2025 (the " Registration Statement "). Concurrent with the submission of this letter, the Company is filing Amendment No.1 to the Registration Statement (the " Amended Registration Statement ") and certain exhibits via EDGAR to the Commission.
To facilitate your review, we have separately emailed you a courtesy copy of the Amended Registration Statement marked to show changes to the Registration Statement.
The Staff's comments are repeated below in bold and are followed by the Company's responses. We have included page references in the Amended Registration Statement where the disclosure addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.
Registration Statement on Form F-4
Dilution, page 23
1. In the introductory paragraph you reference "pro forma as adjusted net tangible book value per share after the Business Combination." Please revise to remove references to "pro forma" and "after the Business Combination" as the table reflects neither.
Response: In response to the Staff's comment, the Company has revised the disclosure on Page 23 of the Amended Registration Statement.
Wilson Sonsini Goodrich & Rosati, Professional Corporation
威尔逊 ● 桑西尼 ● 古奇 ● 罗沙迪律师事务所
austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington, de
Page 2
2. Please revise the table to use Distoken's most recent balance sheet filed, i.e. September 30, 2024. Refer to Item 1604(c) of Regulation S-K.
Response: In response to the Staff's comment, the Company has revised the disclosure on Page 23 of the Amended Registration Statement.
3. Please revise your calculation of Distoken's net tangible book value to be total assets minus total liabilities. After doing so, please revise to include an adjustment for the cash paid in the November 2024 redemptions in your calculation of Distoken's net tangible book value, as adjusted. As a result of the revisions, revise other impacted line items in the table as appropriate.
Response: In response to the Staff's comment, the Company has revised the disclosure on Page 23 of the Amended Registration Statement.
4. Both adjustments (3) and (4) reference interest earned. Please explain why it's appropriate to adjust for interest earned twice.
Response: In response to the Staff's comment, the Company has revised the disclosure on Page 23 of the Amended Registration Statement and excluded the adjustment for interest earned.
5. We reviewed your response to prior comment 2. We note that public shares have been redeemed. Please confirm that the related public rights were not redeemed or terminated and are still outstanding.
Response: In response to the Staff's comment, the Company confirmed that the related public rights were not redeemed and are still outstanding. Please refer to the disclosure on page 24 of the Amended Registration Statement which states that "[h]olders of Rights will not have redemption rights."
Material U.S. Federal Income Tax Considerations, page 169
6. Please state here, as you do in Exhibit 8.1, that the disclosure under the heading Material U.S. Federal Income Tax Considerations is the opinion of Ellenoff Grossman & Schole LLP. Refer to Section III.B.2 of Staff Legal Bulletin No. 19.
Response: In response to the Staff's comment, the Company has revised the disclosure on Page 167 of the Amended Registration Statement.
Material Cayman Islands Tax Considerations, page 177
7. Please state here, as you do in Exhibit 5.1, that the disclosure in this section constitutes the opinion of Campbells. Refer to Section III.B.2 of Staff Legal Bulletin No. 19.
Response: In response to the Staff's comment, the Company has revised the disclosure on Page 175 of the Amended Registration Statement.
Page
Item 21. Exhibits and Financial Statement Schedules
Exhibit 5.1, page II-1
8. It appears that the registration statement covers the 3,944,670 ordinary shares to be issued to Distoken shareholders. Please tell us why counsel has not opined on the legality of such shares, or revise the opinion accordingly.
Response: In response to the Staff's comment, the Company advises the Staff that paragraphs (1), (2) and (3) on the first page of Campbells' Exhibit 5.1 legal opinion sets out all the shares which Youlife Group Inc. is registering under the Registration Statement, including up to 62,783,862 Class A ordinary shares, US$0.0001 par value, of the Company (" Registered Shares "), which includes the 3,944,670 ordinary shares to be issued to Distoken's shareholders upon the closing of the Business Combination (" Distoken Shares "). Exhibit 5.1 legal opinion opines on all the Registered Shares, including the Distoken Shares. Please refer to the Company's response immediately below and the fee table in Exhibit 107 for the breakdown of the 62,783,862 Class A ordinary shares.
Exhibit
9. We note that the Class B ordinary shares covered by this registration statement are not included in the filing fee table; please revise or tell us why this is appropriate. In addition, we note that the table covers 70,000,000 in ordinary shares, however it appears that the registration statement covers more than that amount; please revise or advise.
Response: In response to the Staff's comment, the Company has revised the layout of the fee table in Exhibit 107 to specify that the Class A ordinary shares (including those represented by the ADSs) and the Class B ordinary shares are all included. Specifically, Class A ordinary shares (including those represented by the ADSs) include 3,944,670 + 58,839,192 = 62,783,862 shares, the Class B ordinary shares include 11,160,808 shares, and the Class A ordinary shares represented by the ADS issuable upon exercise of warrants include 7,617,500 shares, which are equal to the type and number of shares on the registration statement cover.
General
10. We note your disclosure regarding the exclusive forum provision in the warrant. Please advise as to where this provision is located in the warrant.
Response: In response to the Staff's comment, the Company advises the staff that the exclusive forum provision is set forth in Section Clause 9.3 (Applicable Law) of Exhibit 4.1 – Warrant Agreement between Distoken and a warrant agent, which states that any action, proceeding or claim against Distoken arising out of or relating in any way to such agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York. Pursuant to Exhibit 4.8 – Assignment, Assumption and Amendment to Warrant Agreement to be entered into by and among Distoken, the Company and the warrant agent, the Company will be added as a party to the Warrant Agreement effective upon the closing of the Business Combination. In connection therewith, the Company assumes and agrees, from and after the closing of the Business Combination, to pay, perform, satisfy and discharge in full, as the same become due, all of Distoken's liabilities and obligations under the Warrant Agreement and the Warrants (and thus including the exclusive forum provision).
***
Page
If you have any questions regarding the Amended Registration Statement, please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or via e-mail at d ouyang@wsgr.com or Mr. K. Ronnie Li by telephone at 86-10-6529-8312 or via e-mail at keli@wsgr.com.
Very truly yours,
/s/ Dan Ouyang
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CORRESP
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Unit 2901, 29F, Tower C
Beijing Yintai Centre
No. 2 Jianguomenwai Avenue
Chaoyang District, Beijing 100022
People's Republic of China
Phone: 86-10-6529-8300
Fax: 86-10-6529-8399
Website: www.wsgr.com
中国北京市朝阳区建国门外大街2号
银泰中心写字楼C座29层2901室
邮政编码:
100022
电话:
86-10-6529-8300
传真:
86-10-6529-8399
网站:
www.wsgr.com
Confidential
March
21, 2025
Attention:
Ms.
Valeria Franks
Mr.
Adam Phippen
Ms.
Kate Beukenkamp
Ms.
Lilyanna Peyser
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Trade & Services
Washington,
D.C. 20549
Re:
Youlife
Group Inc. (CIK No. 0002028177)
Response to the Staff's Comments
on Registration Statement on Form F-4
Filed on February 25, 2025
File
No. 333-285178
Dear
Ms. Franks, Mr. Phippen, Ms. Beukenkamp and Ms. Peyser:
On
behalf of our client, Youlife Group Inc., an exempted company incorporated in the Cayman Islands (the " Company "),
we are hereby submitting to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
this letter setting forth the Company's responses to the comments contained in the Staff's letter dated March 17, 2025 on
the Company's registration statement on Form F-4 filed with the Commission on February 25, 2025 (the " Registration Statement ").
Concurrent with the submission of this letter, the Company is filing Amendment No.1 to the Registration Statement (the " Amended
Registration Statement ") and certain exhibits via EDGAR to the Commission.
To
facilitate your review, we have separately emailed you a courtesy copy of the Amended Registration Statement marked to show changes to
the Registration Statement.
The
Staff's comments are repeated below in bold and are followed by the Company's responses. We have included page references
in the Amended Registration Statement where the disclosure addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Amended Registration Statement.
Registration
Statement on Form F-4
Dilution,
page 23
1. In
the introductory paragraph you reference "pro forma as adjusted net tangible book value
per share after the Business Combination." Please revise to remove references to "pro
forma" and "after the Business Combination" as the table reflects neither.
Response:
In response to the Staff's comment, the Company has revised the disclosure on Page 23 of the Amended Registration Statement.
Wilson
Sonsini Goodrich & Rosati, Professional Corporation
威尔逊 ● 桑西尼
● 古奇 ● 罗沙迪律师事务所
austin
beijing boston BOULDER brussels hong
kong london los angeles new york palo alto
SALT LAKE CITY san diego san francisco seattle shanghai washington,
dc wilmington, de
Page 2
2. Please
revise the table to use Distoken's most recent balance sheet filed, i.e. September
30, 2024. Refer to Item 1604(c) of Regulation S-K.
Response:
In response to the Staff's comment, the Company has revised the disclosure on Page 23 of the Amended Registration Statement.
3. Please
revise your calculation of Distoken's net tangible book value to be total assets minus
total liabilities. After doing so, please revise to include an adjustment for the cash paid
in the November 2024 redemptions in your calculation of Distoken's net tangible book
value, as adjusted. As a result of the revisions, revise other impacted line items in the
table as appropriate.
Response:
In response to the Staff's comment, the Company has revised the disclosure on Page 23 of the Amended Registration Statement.
4. Both
adjustments (3) and (4) reference interest earned. Please explain why it's appropriate
to adjust for interest earned twice.
Response:
In response to the Staff's comment, the Company has revised the disclosure on Page 23 of the Amended Registration Statement and
excluded the adjustment for interest earned.
5. We
reviewed your response to prior comment 2. We note that public shares have been redeemed.
Please confirm that the related public rights were not redeemed or terminated and are still
outstanding.
Response:
In response to the Staff's comment, the Company confirmed that the related public rights were not redeemed and are still outstanding. Please refer to the disclosure on page 24 of the Amended Registration
Statement which states that "[h]olders of Rights will not have redemption rights."
Material
U.S. Federal Income Tax Considerations, page 169
6. Please
state here, as you do in Exhibit 8.1, that the disclosure under the heading Material U.S.
Federal Income Tax Considerations is the opinion of Ellenoff Grossman & Schole LLP. Refer
to Section III.B.2 of Staff Legal Bulletin No. 19.
Response: In response to the Staff's comment, the Company has revised
the disclosure on Page 167 of the Amended Registration Statement.
Material
Cayman Islands Tax Considerations, page 177
7. Please
state here, as you do in Exhibit 5.1, that the disclosure in this section constitutes the
opinion of Campbells. Refer to Section III.B.2 of Staff Legal Bulletin No. 19.
Response: In response to the Staff's comment, the Company has revised
the disclosure on Page 175 of the Amended Registration Statement.
Page
3
Item
21. Exhibits and Financial Statement Schedules
Exhibit
5.1, page II-1
8. It
appears that the registration statement covers the 3,944,670 ordinary shares to be issued
to Distoken shareholders. Please tell us why counsel has not opined on the legality of such
shares, or revise the opinion accordingly.
Response: In response
to the Staff's comment, the Company advises the Staff that paragraphs (1), (2) and (3) on the first page of Campbells' Exhibit
5.1 legal opinion sets out all the shares which Youlife Group Inc. is registering under the Registration Statement, including up to 62,783,862
Class A ordinary shares, US$0.0001 par value, of the Company (" Registered Shares "), which includes the 3,944,670 ordinary
shares to be issued to Distoken's shareholders upon the closing of the Business Combination (" Distoken Shares ").
Exhibit 5.1 legal opinion opines on all the Registered Shares, including the Distoken Shares. Please refer to the Company's response
immediately below and the fee table in Exhibit 107 for the breakdown of the 62,783,862 Class A ordinary shares.
Exhibit
107
9. We
note that the Class B ordinary shares covered by this registration statement are not included
in the filing fee table; please revise or tell us why this is appropriate. In addition, we
note that the table covers 70,000,000 in ordinary shares, however it appears that the registration
statement covers more than that amount; please revise or advise.
Response: In response to the Staff's comment, the Company has revised
the layout of the fee table in Exhibit 107 to specify that the Class A ordinary shares (including those represented by the ADSs) and the
Class B ordinary shares are all included. Specifically, Class A ordinary shares (including those represented by the ADSs) include 3,944,670
+ 58,839,192 = 62,783,862 shares, the Class B ordinary shares include 11,160,808 shares, and the Class A ordinary shares represented by
the ADS issuable upon exercise of warrants include 7,617,500 shares, which are equal to the type and number of shares on the registration
statement cover.
General
10. We
note your disclosure regarding the exclusive forum provision in the warrant. Please advise
as to where this provision is located in the warrant.
Response: In response to the Staff's comment, the Company advises
the staff that the exclusive forum provision is set forth in Section Clause 9.3 (Applicable Law) of Exhibit 4.1 – Warrant Agreement
between Distoken and a warrant agent, which states that any action, proceeding or claim against Distoken arising out of or relating in
any way to such agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York. Pursuant to Exhibit 4.8 – Assignment, Assumption and Amendment to Warrant Agreement to be entered
into by and among Distoken, the Company and the warrant agent, the Company will be added as a party to the Warrant Agreement effective
upon the closing of the Business Combination. In connection therewith, the Company assumes and agrees, from and after the closing of the
Business Combination, to pay, perform, satisfy and discharge in full, as the same become due, all of Distoken's liabilities and
obligations under the Warrant Agreement and the Warrants (and thus including the exclusive forum provision).
***
Page
4
If
you have any questions regarding the Amended Registration Statement, please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or
via e-mail at d ouyang@wsgr.com or Mr. K. Ronnie Li by telephone at 86-10-6529-8312 or via e-mail at keli@wsgr.com.
Very truly yours,
/s/ Dan Ouyang
Dan Ouyang
Enclosures
cc:
Lidong
Zhu, Chief Financial Officer, Youlife Group Inc.
Jian
Zhang, Chairman and Chief Executive Officer, Distoken Acquisition Corporation
K.
Ronnie Li, Partner, Wilson Sonsini Goodrich & Rosati, Professional Corporation
Richard
I. Anslow, Esq., Partner, Ellenoff Grossman & Schole LLP