Youlife International Holdings Inc. entered into a definitive business combination agreement to acquire Distoken Acquisition Corporation (NasdaqGM : DIST) in a reverse merger transaction.

Youlife International Holdings Inc. entered into a definitive business combination agreement to acquire Distoken Acquisition Corporation (NasdaqGM : DIST) in a reverse merger transaction on May 17, 2024. 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.

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. 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.