Youlife International to Go
Public in the U.S. Through such Business Combination,
Opening up a New Horizon for Long-Term Development
SHANGHAI, May 20, 2024
/PRNewswire/ -- Youlife International Holdings Inc., a leading
blue-collar lifetime service platform in China ("Youlife"), and Distoken Acquisition
Corporation (Nasdaq: DIST), a publicly traded special purpose
acquisition company ("Distoken"), announced today that they have
entered into a definitive business combination agreement (the
"Business Combination Agreement") for a proposed business
combination (the "Business Combination"). Pursuant to the Business
Combination Agreement, each of Youlife and Distoken will merge with
newly-formed subsidiaries of Youlife Group Inc., a Cayman Islands exempted company ("Pubco"),
which will serve as the parent company of each of Youlife and
Distoken following the consummation of the Business Combination. It
is anticipated that the combined company will be listed on the
Nasdaq Stock Market under the ticker symbol YOUL.
Yunlei Wang, Chief Executive
Officer of Youlife, stated, "We are thrilled to have reached a
definitive agreement for a Business Combination with Distoken. We
believe it will support our company's globalization,
platformization, and AI intelligent transformation strategy with
robust capital protection, and will accelerate our fast expansion
in Greater China and abroad."
Mr. Jian Zhang, Chief Executive
Officer of Distoken, noted, "We have strong confidence in Youlife's
management team and business model. We look forward to a successful
closing of the Business Combination."
The completion of the Business Combination is subject to
regulatory approvals, the approval of the transaction by the
shareholders of Distoken and Youlife, and the satisfaction or
waiver of other customary closing conditions.
Through the Business Combination, on the one hand, Distoken will
provide strategic and resource support for the development of
Youlife, help with Youlife's business growth in the global market,
and further consolidate and strengthen Youlife's leading position
in the blue-collar talent service field; on the other hand, by
virtue of its growing blue-collar talent service ecosystem,
strategic layout in overseas emerging markets, AI intelligent
transformation and differentiated competitive advantages, Youlife
believes that its planned listing in the U.S., in addition to
creating a capital platform for its development and gaining the
attention of investors in the international capital market, will
further promote Youlife's growth strategy and commit itself to
becoming the preferred lifelong service platform for global
blue-collar talent.
Additional information about the Business Combination, including
a copy of the Business Combination Agreement, will be available in
a Current Report on Form 8-K to be filed by Distoken with the
Securities and Exchange Commission (the "SEC"), followed by a
Registration Statement on Form F-4 (the "Registration Statement")
to be filed by Pubco with the SEC.
About Youlife International Holdings Inc.
Youlife is a leading blue‑collar lifetime service platform in
China. Operating under the brand
name Youlan, Youlife is a platform company that integrates
vocational education services, recruitment services, employee
management services, and market services for blue-collar talent and
businesses in China. Cognizant of
the deep-rooted pain points within China's massive vocational education industry,
blue-collar recruitment service industry, blue-collar employee
management industry and blue-collar market service industry,
Youlife's blue-collar lifetime service platform aims to empower
blue-collar workers with vocational learnings and on-the-job
skills, navigate their job search, connect blue-collar job seekers
with suitable employers, and deliver tailored human resources
solutions to businesses.
About Distoken Acquisition Corporation
Distoken is a blank check company incorporated as a Cayman Islands exempted company on
July 1, 2020, for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities.
Advisors
DLA Piper UK LLP, Tian Yuan Law Firm LLP and Haiwen &
Partners are serving as legal counsels to Youlife. Ellenoff
Grossman & Schole LLP, Jingtian & Gongcheng and Fangda
Partners are serving as legal counsels to Distoken.
Forward-Looking Statements
This press release includes certain statements that may be
considered forward-looking statements within the meaning of the
federal securities laws. Forward-looking statements include,
without limitation, statements about future events or Distoken's,
Youlife's or Pubco's future financial or operating performance. For
example, statements regarding Youlife's anticipated growth and the
anticipated growth in demand for Youlife's products, services and
solutions, the anticipated size of Youlife's addressable market and
other metrics, statements regarding the benefits of the Business
Combination, and the anticipated timing of the completion of the
Business Combination are forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as
"may," "should," "could," "might," "plan," "possible," "project,"
"strive," "budget," "forecast," "expect," "intend," "will,"
"estimate," "anticipate," "believe," "predict," "potential" or
"continue," or the negatives of these terms or variations of them
or similar terminology.
These forward-looking statements regarding future events and the
future results of Distoken, Youlife and Pubco are based on current
expectations, estimates, forecasts, and projections about the
industry in which Youlife operates, as well as the beliefs and
assumptions of Distoken's management and Youlife's management.
These forward-looking statements are only predictions and are
subject to known and unknown risks, uncertainties, assumptions and
other factors beyond Distoken's, Youlife's or Pubco's control that
are difficult to predict because they relate to events and depend
on circumstances that will occur in the future. They are neither
statements of historical fact nor promises or guarantees of future
performance. Therefore, Youlife's and Pubco's actual results may
differ materially and adversely from those expressed or implied in
any forward-looking statements and Distoken, Youlife and Pubco
therefore caution against relying on any of these forward-looking
statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Distoken and its
management, Youlife and its management, and Pubco and its
management, as the case may be, are inherently uncertain and are
inherently subject to risks, variability and contingencies,
many of which are beyond Distoken's, Youlife's or Pubco's control.
Factors that may cause actual results to differ materially from
current expectations include, but are not limited to: (i) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Business Combination Agreement
and any subsequent definitive agreements with respect to the
Business Combination; (ii) the outcome of any legal proceedings
that may be instituted against Distoken, Youlife, Pubco or others
following the announcement of the Business Combination and any
definitive agreements with respect thereto; (iii) the inability to
complete the Business Combination due to the failure to obtain
consents and approvals of the shareholders of Distoken, to obtain
financing to complete the Business Combination or to satisfy other
conditions to closing, or delays in obtaining, adverse conditions
contained in, or the inability to obtain necessary regulatory
approvals required to complete the transactions contemplated by the
Business Combination Agreement; (iv) changes to the proposed
structure of the Business Combination that may be required or
appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the Business
Combination; (v) projections, estimates and forecasts of revenue
and other financial and performance metrics, projections of market
opportunity and expectations, and the estimated implied enterprise
value of Pubco; (vi) Youlife's and Pubco's ability to scale and
grow its business, and the advantages and expected growth of Pubco;
(vii) Pubco's ability to source and retain talent, the cash
position of Pubco following closing of the Business Combination;
(viii) the ability to meet stock exchange listing standards in
connection with, and following, the consummation of the Business
Combination; (ix) the risk that the Business Combination disrupts
current plans and operations of Youlife as a result of the
announcement and consummation of the Business Combination; (x) the
ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition, the ability of Pubco or Youlife to grow and manage
growth profitably, maintain key relationships and retain its
management and key employees; (xi) costs related to the Business
Combination; (xii) changes in applicable laws, regulations,
political and economic developments; (xiii) the possibility that
Youlife or Pubco may be adversely affected by other economic,
business and/or competitive factors; (xiv) Youlife's estimates of
expenses and profitability; (xv) the failure to realize estimated
shareholder redemptions, purchase price and other adjustments; and
(xvi) other risks and uncertainties set forth in the filings by
Distoken or Pubco with the SEC. There may be additional risks that
neither Distoken nor Youlife presently know or that Distoken and
Youlife currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. Any forward-looking statements made by
or on behalf of Distoken, Youlife or Pubco speak only as of the
date they are made. None of Distoken, Youlife or Pubco undertakes
any obligation to update any forward-looking statements to reflect
any changes in their respective expectations with regard thereto or
any changes in events, conditions or circumstances on which any
such statement is based.
Additional Information About the Transaction and Where to
Find It
This press release relates to the Business Combination between
Distoken and Youlife and does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
Business Combination, the parties intend to file with the SEC the
Registration Statement, which will include a preliminary proxy
statement of Distoken and a preliminary prospectus of Pubco, and
after the Registration Statement is declared effective, Distoken
will mail a definitive proxy statement/prospectus relating to the
Business Combination to its shareholders. This communication does
not contain all the information that should be considered
concerning the Business Combination and is not intended to form the
basis of any investment decision or any other decision in respect
of the Business Combination. DISTOKEN'S AND YOULIFE'S SHAREHOLDERS
AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE,
THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND THE AMENDMENTS
THERETO AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED IN CONNECTION WITH THE BUSINESS COMBINATION, AS
THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT DISTOKEN,
YOULIFE, PUBCO AND THE BUSINESS COMBINATION. After the Registration
Statement is declared effective by the SEC, the definitive proxy
statement/prospectus and other relevant materials for the Business
Combination will be mailed to shareholders of Distoken as of a
record date to be established for voting on the Business
Combination. Shareholders will also be able to obtain copies of the
preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed with the SEC,
without charge, once available, at the SEC's website at
www.sec.gov, or by directing a request to: Distoken Acquisition
Corporation, Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba
Road, Panlong District, Kunming, Yunnan,
China; Tel: +86 871 63624579.
Participants in the Solicitation
Distoken and its directors and executive officers may be deemed
participants in the solicitation of proxies from Distoken's
shareholders with respect to the Business Combination. A list of
the names of those directors and executive officers of Distoken is
contained in Distoken's Annual Report on Form 10-K filed with the
SEC on April 17, 2024, which is
available free of charge at the SEC's web site at www.sec.gov, or
by directing a request to: Distoken Acquisition Corporation, Unit
1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong
District, Kunming, Yunnan, China;
Tel: +86 871 63624579. Additional information regarding the
interests of such participants will be set forth in the
Registration Statement when available.
Youlife, Pubco and their directors and executive officers may
also be deemed to be participants in the solicitation of proxies
from the shareholders of Distoken in connection with the Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the Business
Combination will be included in the Registration Statement when
available.
Non-Solicitation
This press release does not constitute, and should not be
construed to be, a proxy statement or the solicitation of a proxy,
solicitation of any vote or approval, consent or authorization with
respect to any securities or in respect of the proposed Business
Combination described herein and shall not constitute an offer to
sell or a solicitation of an offer to buy any securities nor shall
there be any sale of securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, or an exemption
therefrom.
Contacts:
Youlife International Holdings Inc.:
Lidong Zhu
Chief Financial Officer
zhulidong@youlanw.com
Distoken Acquisition Corporation:
Jian Zhang
Chief Executive Officer
zhangjian@distoken.net
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SOURCE Youlife International Holdings Inc.