Form 4: Distoken Acquisition Corp Insider Reports Share Exchange Following Business Combination

Jian Zhang, CEO and Chairman of Distoken Acquisition Corp, reported a change in beneficial ownership of ordinary shares due to the consummation of a business combination with Youlife Group Inc. and Youlife International Holdings Inc.

Summary

• Jian Zhang, the Chief Executive Officer and Chairman of Distoken Acquisition Corp and the sole manager of Xiaosen Sponsor LLC, filed a Form 4.
• The filing reports changes in beneficial ownership of Distoken ordinary shares following a business combination.
• On July 9, 2025, Youlife Group Inc. ('Pubco'), Distoken Acquisition Corporation ('Distoken'), and Youlife International Holdings Inc. ('Youlife') completed their previously announced business combination.
• Pursuant to the Business Combination Agreement, dated May 17, 2024, as amended, Distoken ordinary shares were canceled.
• These canceled shares were exchanged for Class A ordinary shares of Pubco at a ratio of one Distoken ordinary share for one Pubco Class A ordinary share.
• Jian Zhang directly disposed of 2,270,000 ordinary shares of Distoken.
• Following the transaction, Jian Zhang's direct beneficial ownership of Distoken ordinary shares is 0.
• Shares previously held by Xiaosen Sponsor LLC are now indirectly beneficially owned by Jian Zhang, who disclaims beneficial ownership beyond his pecuniary interest in such shares.

Sentiment

Score: 6

Explanation: The document is a factual report of a completed business combination and subsequent share exchange. While the completion of a business combination is generally positive for a SPAC, the Form 4 itself is neutral in tone, simply reporting the mechanics of the transaction. The score reflects the positive implication of a completed deal without overstating the sentiment of a purely transactional filing.

Positives

• The consummation of the business combination indicates a successful strategic transaction for Distoken, transitioning it into the combined entity, Youlife Group Inc. (Pubco).
• The 1:1 share exchange ratio for Distoken ordinary shares to Pubco Class A ordinary shares suggests a direct conversion for existing Distoken shareholders without immediate dilution at the point of exchange.

Future Outlook

The document reports a completed business combination, indicating a transition from Distoken Acquisition Corp to Youlife Group Inc. (Pubco). The future outlook for the combined entity would be detailed in Pubco's subsequent filings.

Management Comments

• Jian Zhang, the Chairman and Chief Executive Officer of Distoken, is the sole manager of the Sponsor.
• He may be deemed the beneficial owner of the securities and has sole voting and dispositive control over such securities.
• Mr. Zhang disclaims beneficial ownership of the ordinary shares held by the Sponsor other than to the extent of his pecuniary interest in such shares.

Industry Context

This filing reflects a common event in the SPAC (Special Purpose Acquisition Company) lifecycle, where a SPAC (Distoken) completes a de-SPAC transaction by combining with a target company (Youlife), leading to the target company becoming publicly traded (Pubco). This is a standard mechanism for private companies to go public.

Comparison to Industry Standards

• The 1:1 share exchange ratio is a common structure in SPAC business combinations, where SPAC shares are converted into shares of the combined entity.
• The disclosure of beneficial ownership changes by key insiders like the CEO and 10% owner (Jian Zhang) is standard practice following such transactions, adhering to SEC Section 16(a) requirements.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), which is a standard compliance practice for insiders.

Related Party Transactions

• Xiaosen Sponsor LLC, managed by Jian Zhang (CEO and Chairman of Distoken), held shares that were part of the business combination, where Distoken ordinary shares were exchanged for Pubco Class A ordinary shares.

Stakeholder Impact

• Shareholders: Distoken shareholders' ordinary shares were canceled and exchanged for Class A ordinary shares of Pubco, directly impacting their holdings and the entity they now own.
• Management: Jian Zhang's direct beneficial ownership of Distoken shares became zero, and his indirect ownership shifted to Pubco shares through Xiaosen Sponsor LLC. His role as CEO and Chairman of Distoken effectively ceased with the business combination as Distoken is no longer a standalone public entity.

Next Steps

• Youlife Group Inc. (Pubco) will continue to operate as the combined entity.
• Further disclosures regarding Pubco's financial performance and strategic plans are expected in future filings.

Key Dates

Keywords

Distoken Acquisition Corp, DIST, Youlife Group Inc., Youlife International Holdings Inc., Business Combination, Merger, SEC Form 4, Beneficial Ownership, Share Exchange, Jian Zhang, Xiaosen Sponsor LLC, SPAC