UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 17, 2025
Distoken Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41622 |
|
N/A |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
Unit 1006, Block C, Jinshangjun Park
No. 2 Xiaoba Road, Panlong District
Kunming, Yunnan, China |
|
N/A |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +86 871 63624579
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Ordinary shares, par value $0.0001 per share |
|
DIST |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share |
|
DISTW |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-tenth of one ordinary share |
|
DISTR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry Into A Material Definitive Agreement.
Second Amendment to the Business
Combination Agreement
As previously disclosed by
Distoken Acquisition Corporation, a Cayman Islands exempted company (“Distoken”) in
its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 23, 2024,
on May 17, 2024, Distoken entered into a Business Combination Agreement (the “Business Combination Agreement”)
with Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), Xiaosen Sponsor LLC, a Cayman Islands
limited liability company (the “Sponsor”), Youlife I Limited, a Cayman Islands exempted company and a wholly-owned
subsidiary of Pubco (“First Merger Sub”), Youlife II Limited, a Cayman Islands exempted company and a wholly-owned
subsidiary of Pubco (“Second Merger Sub”), and Youlife International Holdings Inc., a Cayman Islands exempted
company (“Youlife”) (all of the transactions contemplated by the Business Combination Agreement and other ancillary
documents, the “Business Combination”).
As
previously disclosed by Distoken in its Current Report on Form 8-K filed with the SEC on November 18, 2024, on November 13, 2024, Distoken,
Pubco, the Sponsor, First Merger Sub, Second Merger Sub and Youlife entered into the first amendment to the Business Combination Agreement
(the “BCA Amendment”), to, among other things, (i) adopt an American depository share facility, (ii) revise
the scope and terms of certain lock-up provisions applicable to the Sponsor and Youlife shareholders, and (iii) clarify certain matters
related to the dual-class share structure of Pubco following the closing (the “Closing”) of the Business Combination.
Under the new American depository share facility, at the Closing, Pubco will issue its ordinary shares in the form of American depository
shares (“Pubco ADSs”) to Distoken and Youlife shareholders holding registered shares, which Pubco ADSs will
be listed on the Nasdaq Capital Market in lieu of Pubco ordinary shares, and the warrants to be issued by Pubco will be exercisable for
Pubco ADSs. Upon becoming registered shares, Pubco ordinary shares will be exchangeable for Pubco ADSs.
On January 17, 2025, Distoken,
Pubco, the Sponsor, First Merger Sub, Second Merger Sub and Youlife entered into the second amendment to the Business Combination Agreement
(the “BCA Second Amendment”) to, among others, clarify that Pubco ADSs shall not be issued to any Distoken or
Youlife shareholders that hold restricted shares, including those to lock-up restrictions, and those shareholders will instead receive
Pubco ordinary shares.
A copy of the BCA Second
Amendment is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference, and the foregoing descriptions
of the BCA Second Amendment is qualified in its entirety by reference thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Additional Information About the Business Combination and Where
to Find It
This Current Report on
Form 8-K relates to a proposed Business Combination between Distoken and Youlife. This Current Report on Form 8-K 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 Current Report on
Form 8-K 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, or an exemption therefrom.
Forward-Looking Statements
This Current Report on
Form 8-K contains 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; 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.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Distoken Acquisition Corporation |
| |
|
|
| Date: January 17, 2025 |
By: |
/s/ Jian Zhang |
| |
|
Name: |
Jian Zhang |
| |
|
Title: |
Chief Executive Officer |
Exhibit 2.1
SECOND AMENDMENT
TO
BUSINESS COMBINATION AGREEMENT
This Second Amendment (“Second
Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of January 17, 2025, by
and among (i) Distoken Acquisition Corporation, a Cayman Islands exempted company with incorporation number 363925 (“Purchaser”);
(ii) Xiaosen Sponsor LLC, a Cayman Islands limited liability company with registration number 3127 (the “Sponsor”);
(iii) Youlife Group Inc., a Cayman Islands exempted company with registration number 408752 (“Pubco”);
(iv) Youlife I Limited, a Cayman Islands exempted company with registration number 408168 and a wholly-owned subsidiary of Pubco
(“First Merger Sub”); (v) Youlife II Limited, a Cayman Islands exempted company with registration number
408169 and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (vi) Youlife International Holdings
Inc., a Cayman Islands exempted company with registration number 348890 (the “Company”). Capitalized terms
used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
RECITALS:
WHEREAS, Purchaser,
the Sponsor, Pubco, First Merger Sub, Second Merger Sub and the Company have entered into that certain Business Combination Agreement,
dated as of May 17, 2024 (as amended on November 13, 2024, the “Original Agreement,” and as further amended,
including by this Second Amendment, the “Business Combination Agreement”);
WHEREAS, Section
12.9 of the Business Combination Agreement provides that the Business Combination Agreement may be amended, supplemented or modified
only by execution of a written instrument signed by each of Purchaser, the Sponsor, Pubco, First Merger Sub, Second Merger Sub and the
Company; and
WHEREAS, the Parties
now desire to amend the Original Agreement to, among other matters, clarify the recipients of Pubco ADSs.
NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and in accordance with the terms of the Business Combination Agreement, the Parties hereto, intending to be legally bound, do hereby acknowledge
and agree as follows:
1.
Amendments to Business Combination Agreement.
(a)
Section 1.6(c) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(c) Following the First Merger
Effective Time, (i) the Depositary Bank shall distribute the Pubco ADSs to the ADS Recipients in accordance with Section 2.1 and
Section 2.2 and the Deposit Agreement; and (ii) Pubco shall distribute Pubco Class A Ordinary Shares to the Company Shareholders
pursuant to Section 2.1(a)(ii) and to the Sponsor pursuant to Section 2.2(a).
(b)
Section 2.1(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(a) Company Securities.
(i) Each Company Security that is (x) not subject to the Amended Seller Lock-Up Agreement and (y) issued and outstanding immediately prior
to the First Merger Effective Time, other than the Company Founder Shares, shall, as of the First Merger Effective Time, be canceled by
virtue of the First Merger and converted into the right to receive such number of Pubco Class A Ordinary Shares equal to the Exchange
Ratio in the form of Pubco ADS in accordance with Section 1.3(a). (ii) Each Company Security that is (x) subject to the Amended
Seller Lock-Up Agreement and (y) issued and outstanding immediately prior to the First Merger Effective Time, other than the Company Founder
Shares, shall, as of the First Merger Effective Time, be canceled by virtue of the First Merger and converted into the right to receive
such number of Pubco Class A Ordinary Shares in accordance with Section 1.3(a) (which consideration, together with the consideration
set forth in Section 2.1(a)(i) shall hereinafter be referred to as the “Company Class A Share Consideration”).
All of the Company Securities exchanged for the right to receive Pubco Class A Ordinary Shares (or Pubco Class A Ordinary Shares in the
form of Pubco ADS) shall no longer be issued and outstanding and shall automatically be cancelled and shall cease to exist, the register
of members of the Company shall be updated promptly at the First Merger Effective Time to reflect such cancellation, and each holder of
a share certificate (if any) of the Company previously representing any Company Securities so cancelled shall thereafter cease to have
any rights with respect to such securities, except the right to receive the Pubco Class A Ordinary Shares or Pubco ADS, as applicable,
into which such Company Securities shall have been converted in the First Merger and as otherwise provided under the Cayman Companies
Act.”
(c)
Section 2.2(c) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“(c) Purchaser Rights. At
the Second Merger Effective Time, (i) each issued and outstanding Purchaser Right shall be automatically converted into such number of
Pubco Class A Ordinary Shares in the form of Pubco ADSs, and (ii) each issued and outstanding Purchaser Right beneficially owned by the
Sponsor shall be automatically converted into such number of Pubco Class A Ordinary Shares, in each case of (i) and (ii), equal to the
number of Purchaser Ordinary Shares that would have been received by the holder thereof if such Purchaser Right had been converted upon
the consummation of a Business Combination in accordance with the Purchaser Charter and the IPO Prospectus into Purchaser Ordinary Shares,
but for such purposes treating it as if such Business Combination had occurred immediately prior to the Second Merger Effective Time and
the Purchaser Ordinary Shares issued upon conversion of the Purchaser Rights had then automatically been converted into Pubco Class A
Ordinary Shares (or Pubco Class A Ordinary Shares in the form of Pubco ADSs) in accordance with Section 2.2(a) above. At the Second
Merger Effective Time, the Purchaser Rights shall cease to be outstanding and shall automatically be canceled and retired and shall cease
to exist. The holders of certificates previously evidencing Purchaser Rights outstanding immediately prior to the Second Merger Effective
Time shall cease to have any rights with respect to such Purchaser Rights, except as provided herein or by Law. Each certificate formerly
representing Purchaser Rights shall thereafter represent only the right to receive Pubco Class A Ordinary Shares (or Pubco Class A Ordinary
Shares in the form of Pubco ADSs) as set forth herein.”
2.
Miscellaneous. Except as expressly provided in this Second Amendment, all of the terms and
provisions in the Original Agreement and the Ancillary Documents are and shall remain unchanged and in full force and effect, on the terms
and subject to the conditions set forth therein. This Second Amendment does not constitute, directly or by implication, an amendment or
waiver of any provision of the Original Agreement or any Ancillary Document, or any other right, remedy, power or privilege of any party,
except as expressly set forth herein. Any reference to the Business Combination Agreement in the Business Combination Agreement or any
other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Original
Agreement, as amended by this Second Amendment (or as the Business Combination Agreement may be further amended or modified after the
date hereof in accordance with the terms thereof). The Original Agreement, as amended by this Second Amendment, and the documents or instruments
attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject
matter of the Business Combination Agreement, and supersedes all prior agreements and understandings, both oral and written, between the
parties with respect to its subject matter. If any provision of the Original Agreement is materially different from or inconsistent with
any provision of this Second Amendment, the provision of this Second Amendment shall control, and the provision of the Original Agreement
shall, to the extent of such difference or inconsistency, be disregarded. Sections 12.1 through 12.10, and 12.12 through 12.15 of the
Original Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this Second
Amendment as if all references to the “Agreement” contained therein were instead references to this Second Amendment.
[Remainder of Page Intentionally Left Blank;
Signature Pages Follow]
IN WITNESS WHEREOF, each party
hereto has caused this Second Amendment to be signed and delivered by its respective duly authorized officer as of the date first written
above.
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Purchaser: |
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|
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DISTOKEN ACQUISITION CORPORATION |
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|
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By: |
/s/ Jian Zhang |
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Name: |
Jian Zhang |
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Title: |
Chief Executive Officer |
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|
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Sponsor: |
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|
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XIAOSEN SPONSOR LLC |
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|
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By: |
/s/ Jian Zhang |
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Name: |
Jian Zhang |
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Title: |
Manager |
[Signature Page to Second
Amendment]
IN WITNESS WHEREOF, each party
hereto has caused this Second Amendment to be signed and delivered as of the date first written above.
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Pubco: |
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|
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YOULIFE GROUP INC. |
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|
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By: |
/s/ Wang Yunlei |
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Name: |
Wang Yunlei |
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Title: |
Director |
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|
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First Merger Sub: |
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YOULIFE I LIMITED |
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|
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By: |
/s/ Wang Yunlei |
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Name: |
Wang Yunlei |
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Title: |
Director |
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|
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Second Merger Sub: |
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|
|
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YOULIFE II LIMITED |
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|
|
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By: |
/s/ Wang Yunlei |
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Name: |
Wang Yunlei |
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Title: |
Director |
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|
|
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The Company: |
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|
|
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YOULIFE INTERNATIONAL HOLDINGS INC. |
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|
|
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By: |
/s/ Wang Yunlei |
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Name: |
Wang Yunlei |
| |
Title: |
Director |
[Signature Page to Second
Amendment]
Distoken Acquisition (NASDAQ:DISTW)
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