SecProbe.io

CORRESP
 1
 filename1.htm

 Youlife Group Inc.

 August 28, 2025

 VIA EDGAR

 Attention:

 Ms. Rucha Pandit

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 Washington, D.C. 20549

 Re:
 Youlife Group Inc. (CIK No. 0002028177)

 Registration Statement on Form F-1 (File No. 333-289480)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation C (" Rule
461 ") promulgated under the Securities Act of 1933, as amended, Youlife Group Inc. (the " Company ") hereby
request that the effectiveness of the above-referenced registration statement on Form F-1 (the " F-1 Registration Statement "),
be accelerated to, and that the F-1 Registration Statement become effective at, 4:30 p.m., Eastern Time on August 29, 2025 or as soon
thereafter as practicable.

 If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the F-1 Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of
the Company or by any attorney from their U.S. counsel, Baker & Mckenzie LLP.

 [Signature page follows]

 Very truly yours,

 Youlife Group Inc.

 By:
 /s/ Yunlei Wang

 Name:
 Yunlei Wang

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 27, 2025

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.
 Registration Statement on Form F-1
 Filed August 11, 2025
 File No. 333-289480
Dear Yunlei Wang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Rucha Pandit at 202-551-6022 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: K. Ronnie Li
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Youlife Group Inc.

 Youlife International Holdings Inc.

 March 31, 2025

 VIA EDGAR

 Attention:

 Ms. Valeria Franks

 Mr. Adam Phippen

 Ms. Kate Beukenkamp

 Ms. Lilyanna Peyser

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 Washington, D.C. 20549

 Re:

 Youlife Group Inc. (CIK No. 0002028177)
 Youlife International Holdings Inc. (CIK No. 0002046376)

 Registration Statement on Form F-4, as amended (File No. 333-285178)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation C (" Rule
461 ") promulgated under the Securities Act of 1933, as amended, Youlife Group Inc. (the " Registrant ") and
Youlife International Holdings Inc. (the " Co-Registrant ") hereby request that the effectiveness of the above-referenced
registration statement on Form F-4, as amended (the " F-4 Registration Statement "), be accelerated to, and that the
F-4 Registration Statement become effective at, 11:00 a.m., Eastern Time on March 31, 2025 or as soon thereafter as practicable.

 If there is any change in the acceleration request
set forth above, the Registrant and Co-Registrant will promptly notify you of the change, in which case the Registrant and Co-Registrant
may be making an oral request of acceleration of the effectiveness of the F-4 Registration Statement in accordance with Rule 461. Such
request may be made by an executive officer of the Registrant and Co-Registrant or by any attorney from their U.S. counsel, Wilson Sonsini
Goodrich & Rosati, Professional Corporation.

 [Signature page follows]

 Very truly yours,

 Youlife Group Inc.

 By:
 /s/ Yunlei Wang

 Name:
 Yunlei Wang

 Title:
 Chief Executive Officer

 Youlife International Holdings Inc.

 By:
 /s/ Yunlei Wang

 Name:
 Yunlei Wang

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Youlife
Group Inc.

 Youlife
International Holdings Inc.

 March
31, 2025

 VIA
EDGAR

 Attention:

 Ms.
Valeria Franks

 Mr.
Adam Phippen

 Ms.
Kate Beukenkamp

 Ms.
Lilyanna Peyser

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 Washington,
D.C. 20549

 Re:
 Youlife
 Group Inc. (CIK No. 0002028177)
 Youlife
 International Holdings Inc. (CIK No. 0002046376)

 Registration
 Statement on Form F-4, as amended (File No. 333-285178)

 Ladies
and Gentlemen:

 Reference
is made to our letter, filed as correspondence via EDGAR on March 28, 2025, in which we request that the effective date for the Registration
Statement on Form F-4 (File No. 333-285178) be accelerated to 5:00 p.m. Eastern Time on March 31, 2025 or as soon thereafter as practicable.
We are no longer requesting that such Registration Statement be declared effective at such time and hereby formally withdraw our request
for acceleration of the effective date.

 [Signature
page follows]

 Very
 truly yours,

 Youlife
 Group Inc.

 By:
 /s/
 Yunlei Wang

 Name:
 Yunlei
 Wang

 Title:
 Chief
 Executive Officer

 Youlife
 International Holdings Inc.

 By:
 /s/
 Yunlei Wang

 Name:
 Yunlei
 Wang

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 March 28, 2025

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention :

 Corey Jennings, Esq.

 Division of International Corporate Finance

 Re:

 Youlife Group Inc.

 Registration Statement on Form F-6 (Registration
No.: 333-285250)

 Dear Mr. Jennings:

 Citibank, N.A., as depositary
(the " Depositary ") and acting solely on behalf of the legal entity created by the Deposit Agreement, by and among the
Depositary, Youlife Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands, and its
successors (the " Company "), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder representing
deposited ordinary shares, par value US$0.0001 per share, of the Company, hereby requests that the effectiveness of Registration Statement
on Form F-6 (Registration No.: 333-285250) be accelerated to coincide with the accelerated effectiveness of the Company's Registration
Statement on Form F-4 (Registration No.: 333-285178).

 Please call me at (212) 816-6351 if you have any
questions.

 * * * * *

 Very truly yours,

 CITIBANK, N.A.

 By:
 /s/ Joseph Connor

 Name: Joseph Connor

 Title: Attorney-in-Fact

 cc:	Herman H. Raspé, Esq. (Patterson Belknap Webb & Tyler
LLP)

CORRESP
 1
 filename1.htm

 Youlife
Group Inc.

 Youlife
International Holdings Inc.

 March
28, 2025

 VIA
EDGAR

 Attention:

 Ms.
Valeria Franks

 Mr.
Adam Phippen

 Ms.
Kate Beukenkamp

 Ms.
Lilyanna Peyser

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 Washington,
D.C. 20549

 Re:
 Youlife
 Group Inc. (CIK No. 0002028177)
 Youlife
 International Holdings Inc. (CIK No. 0002046376)

 Registration
 Statement on Form F-4, as amended (File No. 333-285178)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of Regulation C (" Rule 461 ") promulgated under the Securities Act of 1933, as amended, Youlife Group Inc.
(the " Registrant ") and Youlife International Holdings Inc. (the " Co-Registrant ") hereby request
that the effectiveness of the above-referenced registration statement on Form F-4, as amended (the " F-4 Registration Statement "),
be accelerated to, and that the F-4 Registration Statement become effective at, 5:00 p.m., Eastern Time on March 31, 2025 or as soon
thereafter as practicable.

 If
there is any change in the acceleration request set forth above, the Registrant and Co-Registrant will promptly notify you of the change,
in which case the Registrant and Co-Registrant may be making an oral request of acceleration of the effectiveness of the F-4 Registration
Statement in accordance with Rule 461. Such request may be made by an executive officer of the Registrant and Co-Registrant or by any
attorney from their U.S. counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation.

 [Signature
page follows]

 Very
 truly yours,

 Youlife
 Group Inc.

 By:
 /s/
 Yunlei Wang

 Name:
 Yunlei
 Wang

 Title:
 Chief
 Executive Officer

 Youlife
 International Holdings Inc.

 By:
 /s/
 Yunlei Wang

 Name:
 Yunlei
 Wang

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 17, 2025

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.
 Registration Statement on Form F-4
 Filed February 25, 2025
 File No. 333-285178
Dear Yunlei Wang:

 We have reviewed your registration statement and have the following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

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.
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.
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
 March 17, 2025
Page 2

 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.
4. Both adjustments (3) and (4) reference interest earned. Please explain
why it's
 appropriate to adjust for interest earned twice.
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.
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.
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.
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.
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.
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.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 March 17, 2025
Page 3

 Please contact Valeria Franks at 202-551-7705 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at
202-551-
3222 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Ke (Ronnie) Li
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    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

February
25, 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.

     Registration Statement on Form F-4

    CIK
    No. 0002028177

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 February 11, 2025 on the Company’s Amendment No. 3 to Draft Registration Statement on Form F-4
submitted to the Commission on January 17, 2025 (the “Draft Registration Statement”). Concurrently with the
submission of this letter, the Company is filing its registration statement on Form F-4 (the “Registration
Statement”) and certain exhibits via EDGAR to the Commission.

To
facilitate your review, we have separately emailed you a courtesy copy of the Registration Statement marked to show changes to
Draft 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 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 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

Amendment
No. 3 to Draft Registration Statement on Form F-4

Dilution, page 23

1. We
                                            reviewed your response and revised disclosure in response to prior comment 5. The revisions
                                            did not address the disclosure requirement of Item 1604(c) of Regulation S-K. The SPAC’s
                                            net tangible book value per share, as adjusted, should depict the net tangible assets per
                                            share that the SPAC will contribute to the post-combination entity. The pro forma amounts
                                            presented here do not satisfy the Item 1604(c) requirements. Please revise to present in
                                            a tabular form your calculations of the numerator and denominator used to arrive at the SPAC’s
                                            net tangible book value per share, as adjusted. The calculation of the numerator (SPAC’s
                                            net tangible book value, as adjusted) should begin with the SPAC’s historical net tangible
                                            book value as of the most recent balance sheet date, and include material adjustments, such
                                            as probable or consummated transactions and other effects from the de-SPAC transaction (e.g.,
                                            all financing transactions, payment of deferred underwriting costs, payments of compensation
                                            to a SPAC sponsor, de-SPAC transaction costs, reclassifications from the trust account to
                                            cash, etc.), while excluding the de-SPAC transaction itself. The calculation of the denominator
                                            (total shares, as adjusted) should separately list each item (e.g., Founder Shares, Public
                                            Shares, Earnout Shares issued to Sponsor, shares issued upon conversions, other share adjustments,
                                            etc.), excluding the de-SPAC transaction itself, that is probable of occurring prior to or
                                            in conjunction with the de-SPAC transaction. Refer to Section II.D.3 of SEC Release No. 33-11265.

  Response: In response to the Staff’s comment, the Company has revised
the disclosure on pages 23 and 24 of the Registration Statement.

  2.
  Please tell us how you calculated the number of shares underlying Public Rights. In this regard, tell us
  if Public Rights are terminated upon redemption.

  Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that, in connection with its initial public offering,
Distoken issued 6,900,000 Public Rights. Each Public Right entitles the holder to receive one-tenth (1/10) of one ordinary share upon
the consummation of the initial business combination for a total of 690,000 ordinary shares. Accordingly, each issued and outstanding
Public Right will automatically convert into one-tenth (1/10) of one Pubco Class A Ordinary Share upon consummation of the business combination
(in the form of ADSs) for a total of 690,000 Pubco Class A Ordinary Shares. Pubco will not issue fractional shares in exchange for the
Public Rights. The Public Rights terminate upon such conversion.

  3.
  Your
      disclosure on page 21 states that the maximum redemption scenario does not take into account the Minimum Cash Condition. The same
      disclosure is made on page 185 of your Unaudited Pro Forma Condensed Combined Financial Information. Please tell us why your calculations
      are appropriate considering under Item 1604(c) of Regulation S-K, redemption levels that are not possible should not be selected.
      Refer to Section II.D.3 of SEC Release No. 33-11265.

  Response: In response to
  the Staff’s comment, the Company respectfully advises the Staff that Youlife International Holdings Inc. currently intends to
  waive the Minimum Cash Condition if it is not met, and therefore the maximum redemption scenario assumes that the Minimum Cash Condition
  is not met but waived by Youlife. The Company has accordingly revised the disclosure on pages 21, 22, 45, 72, 120 and 190 of the Registration Statement.

Summary
of the Proxy Statement/Prospectus

Permissions
Required from the PRC Authorities for Youlife’s Operations, page 58

  4.
  We note your revisions in response to comment 2. Please revise this section, as you did the following section,
  to state whether any permission or approvals sought by you or your subsidiaries in connection with operating your business have been
  denied.

  Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 61, 93 and 94 of the Registration
Statement.

Page
3

Unaudited
Pro Forma Condensed Combined Financial Information, page 184

  5.
  Please tell us why the pro forma financial information does not use Distoken’s financial information
  as of and for the nine months ended September 30, 2024.

  Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it believes the age of the pro forma financial
information shall follow that of Youlife International Holdings Inc. or Youlife Group Inc., as the registrant, instead of Distoken. According
to Section 6220.8 Age of Pro Formas in Cross-border Business Combinations of SEC’s Financial Reporting Manual, the age of
the pro forma financial information included in a registration statement is based on the age of financial statements requirement applicable
to the registrant. Accordingly, the age of the pro forma financial information included in the Registration Statement shall be
based on the age of financial statements requirement applicable to the registrant, which is as of and for the six months ended June 30,
2024.

Youlife
Group Inc. Consolidated Financial Statements

2.
Summary of significant accounting policies, page F-104

  6.
  Please disclose your fiscal year end.

  Response:
In response to the Staff’s comment, the Company has revised the disclosure on page F-105 of the Registration Statement
on summary of significant accounting policies.

***

Page
4

If
you have any questions regarding the Registration Statement, please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or
via e-mail at douyang@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

February 11, 2025
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. 3 to Draft Registration Statement on Form F-4
Submitted January 17, 2025
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 December 13, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-4
Dilution, page 23
We reviewed your response and revised disclosure in response to prior comment 5.
The revisions did not address the disclosure requirement of Item 1604(c) of
Regulation S-K. The SPAC's net tangible book value per share, as adjusted, should
depict the net tangible assets per share that the SPAC will contribute to the post-
combination entity. The pro forma amounts presented here do not satisfy the Item
1604(c) requirements. Please revise to present in a tabular form your calculations of 1.

February 11, 2025
Page 2
the numerator and denominator used to arrive at the SPAC's net tangible book value
per share, as adjusted. The calculation of the numerator (SPAC's net tangible book
value, as adjusted) should begin with the SPAC’s historical net tangible book value as
of the most recent balance sheet date, and include material adjustments, such as
probable or consummated transactions and other effects from the de-SPAC transaction
(e.g., all financing transactions, payment of deferred underwriting costs, payments of
compensation to a SPAC sponsor, de-SPAC transaction costs, reclassifications from
the trust account to cash, etc.), while excluding the de-SPAC transaction itself. The
calculation of the denominator (total shares, as adjusted) should separately list each
item (e.g., Founder Shares, Public Shares, Earnout Shares issued to Sponsor, shares
issued upon conversions, other share adjustments, etc.), excluding the de-SPAC
transaction itself, that is probable of occurring prior to or in conjunction with the de-
SPAC transaction. Refer to Section II.D.3 of SEC Release No. 33-11265.
2.Please tell us how you calculated the number of shares underlying Public Rights. In
this regard, tell us if Public Rights are terminated upon redemption.
3.Your disclosure on page 21 states that the maximum redemption scenario does not
take into account the Minimum Cash Condition. The same disclosure is made on page
185 of your Unaudited Pro Forma Condensed Combined Financial Information.
Please tell us why your calculations are appropriate considering under Item 1604(c) of
Regulation S-K, redemption levels that are not possible should not be selected. Refer
to Section II.D.3 of SEC Release No. 33-11265.
Summary of the Proxy Statement/Prospectus
Permissions Required from the PRC Authorities for Youlife's Operations, page 58
4.We note your revisions in response to comment 2. Please revise this section, as you
did the following section, to state whether any permission or approvals sought by you
or your subsidiaries in connection with operating your business have been denied.
Unaudited Pro Forma Condensed Combined Financial Information, page 184
5.Please tell us why the pro forma financial information does not use Distoken's
financial information as of and for the nine months ended September 30, 2024.
Youlife Group Inc. Consolidated Financial Statements
2. Summary of significant accounting policies, page F-104
6.Please disclose your fiscal year end.

February 11, 2025
Page 3
            Please contact Valeria Franks at 202-551-7705 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ke (Ronnie) Li

December 13, 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. 2 to Draft Registration Statement on Form F-4
Submitted November 14, 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 October 30, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-4
Shareholder Support Agreements, page 43
1.Please further describe the Shareholder Support Agreements, including that they
obligate the shareholder signatories to vote their shares in favor of the business
combination and related transactions, as well as the percentage voting power
represented by the shareholder signatories.

December 13, 2024
Page 2
Permissions Required from the PRC Authorities for Youlife's Operations, page 58
2.We note your response to prior comment 12 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 specifically
whether any permission or approvals sought by you or your subsidiaries have been
denied.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Youlife
Non-GAAP Financial Measures, page 247
3.Please revise your reconciliation of Non-GAAP adjusted net (loss)/profit  to separately
present the income tax effects related to the non-GAAP adjustments and clearly
disclose how the tax impacts are calculated. Refer to Question 102.11 of the Non-
GAAP Financial Measures Compliance and Disclosure Interpretations.
Youlife International Holdings Inc. Unaudited Financial Statements
Unaudited Interim Consolidated Statements of Changes in Deficit, page F-86
4.Please explain and consider disclosing the nature of the transaction reflected in the
"Termination of contractual arrangement" line item. In responding, reference the
authoritative accounting literature you relied upon.
General
5.We reviewed your response and revised disclosure in response to prior comment 27.
The revisions did not address the disclosure requirement referenced. Please revise to
add disclosure pursuant to Item 1604(c) of Regulation S-K. Note the net tangible book
value per share, as adjusted, as if the selected redemption levels have occurred
should exclude the de-SPAC transaction itself. An objective of the dilution disclosure
required by Item 1604(c) of Regulation S-K is to depict the amount of net assets that
the SPAC will contribute to the post-combination entity. Refer to II.D.3.iii.c. of SEC
Release No. 33-11265: Final rules; guidance: Special Purpose Acquisition
Companies, Shell Companies, and Projections.
6.We note your response to prior comment 28 and reissue in part. Please revise your
disclosure to include the specific disclosure required by Item 1603(a)(3) and (4) of
Regulation S-K. We note your disclose on page 202 discussing the committees of the
Board of Directors.
7.We note your response to prior comment 29 and reissue. In appropriate places,
disclose specifically that the disparate voting rights structure may have anti-takeover
effects preventing a change in control transaction that shareholders might consider in
their best interest, as well as that future issuances of Class B ordinary shares may be
dilutive to holders of Class B ordinary shares.
We note your response to prior comment 30, including your revision to the risk factor
beginning "[a] market for Pubco's securities may not develop..." and reissue in part.
Revise your disclosure where appropriate to disclose that the listing of Pubco's shares 8.

December 13, 2024
Page 3
on Nasdaq is a condition to Closing. Consider expanding this risk factor or including a
stand-alone risk factor specifically addressing the consequences if Pubco's securities
fail to be listed on Nasdaq.
            Please contact Valeria Franks at 202-551-7705 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ke (Ronnie) Li

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

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