M&A - Distoken Acquisition Corp

Form Type: 8-K

Filing Date: 2025-05-20

Corporate Action: Merger

Type: New

Accession Number: 000164117225011718

Filing Summary: Distoken Acquisition Corporation has scheduled an extraordinary general meeting of shareholders for May 30, 2025, to discuss and approve a business combination with Youlife Group Inc. and Youlife International Holdings Inc. A registration statement on Form F-4 has been filed by Pubco, which includes a definitive proxy statement of Distoken and a prospectus for Pubco. This registration was declared effective by the SEC on March 31, 2025, and a post-effective amendment was filed on May 9, 2025. Materials related to the business combination were sent to Distoken's shareholders on April 4, 2025, and May 16, 2025. The document emphasizes the need for shareholders to review these documents to understand the proposed transaction thoroughly. Distoken's participation in the solicitation of proxies for the meeting is also mentioned, noting potential risks and uncertainties surrounding the business combination that may affect the outcomes.

Form Type: DEFA14A

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000164117225011734

Filing Summary: Distoken Acquisition Corporation has scheduled an extraordinary general meeting of shareholders for May 30, 2025, to consider a business combination with Youlife Group Inc. and Youlife International Holdings Inc. The registration statement on Form F-4, which includes a definitive proxy statement and prospectus, has been declared effective as of March 31, 2025. A post-effective amendment to this registration statement was filed on May 9, 2025, with the SEC. The definitive proxy statement and related documents were sent to shareholders on April 4, 2025, and May 16, 2025, following the record date of March 27, 2025. The document emphasizes the importance of reviewing these filings for relevant information regarding the business combination, highlighting the significance of obtaining shareholder approval and the various risks associated with the merger, including potential legal proceedings, financing difficulties, and regulatory approvals needed for completion.

Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Merger

Type: Update

Accession Number: 000164117225011267

Filing Summary: On May 16, 2025, Distoken Acquisition Corporation announced the postponement of its extraordinary general meeting of shareholders initially scheduled for May 21, 2025, to May 30, 2025. The meeting will seek shareholder approval for a business combination with Youlife Group Inc. and Youlife International Holdings Inc. The deadline for redemption of the company's ordinary shares has been extended to May 28, 2025. Shareholders who have already tendered their shares can withdraw their requests prior to the meeting. The filing also references a registration statement on Form F-4 related to the business combination that has been declared effective by the SEC. Various legal and regulatory considerations for the merger are outlined, including the need for shareholder consents and potential risks that could impact the completion of the transaction.

Form Type: DEFA14A

Filing Date: 2025-05-16

Corporate Action: Merger

Type: Update

Accession Number: 000164117225011268

Filing Summary: On May 16, 2025, Distoken Acquisition Corporation announced the postponement of its extraordinary general meeting of shareholders originally scheduled for May 21, 2025, to May 30, 2025. The meeting will involve a proposal for a business combination with Youlife Group Inc. and Youlife International Holdings Inc. The deadline for shareholders to redeem their ordinary shares, referred to as Public Shares, for the meeting has been extended to May 28, 2025. Shareholders are permitted to withdraw their redemption requests prior to the meeting. The document also highlights that the definitive proxy statement related to the business combination was filed with the SEC and is available for shareholders. Distoken continues its efforts to solicit proxies from shareholders ahead of the new meeting date.,

Form Type: DEFA14A

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000164117225011088

Filing Summary: Distoken Acquisition Corporation has filed a proxy statement regarding an extraordinary general meeting scheduled for May 30, 2025, to approve a Business Combination with Youlife Group Inc. The Board of Directors has approved a business combination agreement that involves a two-step merger process: First, Youlife will merge with a wholly-owned subsidiary of Youlife Group Inc., and then Distoken will merge with another subsidiary, thereby becoming a subsidiary of Youlife. The aggregate merger consideration to be paid to Youlife shareholders is $700 million, entirely in Pubco Class A and Class B Ordinary Shares, with each share valued at $10. The anticipated ownership structure post-merger varies depending on shareholder redemptions, with Youlife shareholders potentially holding over 91% of Pubco's shares. The proxy statement also discusses governance implications and potential risks associated with the merger.

Form Type: 8-K

Filing Date: 2025-05-07

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008937

Filing Summary: On May 7, 2025, Distoken Acquisition Corporation announced that the extraordinary general meeting of shareholders, originally scheduled for that day, has been postponed to May 21, 2025, at 10:00 a.m. Eastern time. The meeting will address the approval of a proposed business combination with Youlife Group Inc. and Youlife International Holdings Inc. Additionally, the deadline for shareholders wishing to redeem their Public Shares in connection with this meeting has been extended to May 19, 2025, at 5:00 p.m. Eastern time. Shareholders may withdraw previously tendered shares prior to the meeting. Distoken and its officers are engaged in soliciting proxies from shareholders to support the business combination. Relevant documents regarding this combination have been filed with the SEC and shareholders are advised to read the definitive proxy statement/prospectus for more information. The document emphasizes the importance of this business combination and highlights that detailed risk factors are associated with future performance expectations.

Form Type: DEFA14A

Filing Date: 2025-05-07

Corporate Action: Merger

Type: Update

Accession Number: 000164117225008938

Filing Summary: On May 7, 2025, Distoken Acquisition Corporation announced the postponement of its extraordinary general meeting of shareholders originally scheduled for that day. The meeting has been rescheduled to May 21, 2025, at 10:00 a.m. Eastern time. During the meeting, shareholders will consider and approve a business combination with Youlife Group Inc. and Youlife International Holdings Inc. In light of the postponement, the deadline for holders of Distoken's ordinary shares from its initial public offering to redeem their shares has been extended to May 19, 2025, at 5:00 p.m. Eastern time. Shareholders who previously tendered their shares for redemption can withdraw their tender until the meeting. Distoken intends to continue soliciting proxies from shareholders in the interim. The communication elaborated on the definitive proxy statement and prospectus filed in connection with the business combination and included details on the likelihood of shareholder redemption and the implications of the merger.

Form Type: 8-K

Filing Date: 2025-04-30

Corporate Action: Merger

Type: Update

Accession Number: 000164117225006769

Filing Summary: On April 30, 2025, Distoken Acquisition Corporation announced the postponement of its extraordinary general meeting of shareholders originally scheduled for the same day to May 7, 2025. The meeting will address the proposed business combination with Youlife Group Inc. and Youlife International Holdings Inc. The deadline for shareholders to submit their ordinary shares for redemption in connection with this meeting is extended to May 5, 2025. Shareholders who have already tendered shares for redemption can withdraw their tender until the meeting date. The document emphasizes the solicitation of proxies from shareholders as they prepare for the postponed meeting and mentions the filing of a registration statement related to the business combination with Youlife, which was declared effective by the SEC on March 31, 2025. It urges shareholders to read the definitive proxy statement/prospectus for crucial information regarding the business combination.

Form Type: DEFA14A

Filing Date: 2025-04-30

Corporate Action: Merger

Type: Update

Accession Number: 000164117225006772

Filing Summary: On April 30, 2025, Distoken Acquisition Corporation announced the postponement of its extraordinary general meeting of shareholders from April 30, 2025, to May 7, 2025, at 10:00 a.m. Eastern time. This meeting will include a vote on a proposed business combination with Youlife Group Inc. and Youlife International Holdings Inc. Additionally, the deadline for shareholders to submit their ordinary shares for redemption has been extended to May 5, 2025, at 5:00 p.m. Eastern time. Shareholders who have tendered their shares may withdraw their tender until the meeting date. Distoken continues to solicit proxies from shareholders ahead of the meeting, and the definitive proxy statement and related materials were previously mailed to shareholders. The document emphasizes the importance of reviewing all relevant materials regarding the Business Combination before making investment decisions.

Form Type: 425

Filing Date: 2025-04-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925035343

Filing Summary: On April 16, 2025, Distoken Acquisition Corporation entered into a subscription agreement with an investor to purchase 1,184,949 Class A ordinary shares of Pubco at $10.00 per share, totaling $11,849,490. This agreement is part of a proposed business combination involving Distoken and Youlife Group Inc., which was previously detailed in their definitive business combination agreement. The Business Combination Agreement was initially entered on May 17, 2024, and amended multiple times thereafter. The completion of the subscription agreement is contingent upon the closing of the business combination and includes customary resale registration rights for the subscriber. Relevant materials concerning the business combination have been filed with the SEC, and stakeholders are encouraged to review these documents for comprehensive insights on the merger.

Form Type: 8-K

Filing Date: 2025-04-16

Corporate Action: Merger

Type: Update

Accession Number: 000110465925035342

Filing Summary: On April 16, 2025, Distoken Acquisition Corporation entered into a Subscription Agreement with an investor to purchase 1,184,949 Class A ordinary shares of Youlife Group Inc. at a price of $10.00 per share, totaling $11,849,490. This Agreement is part of a broader Business Combination Agreement previously announced on May 17, 2024, which involves a business combination between Distoken and Youlife, with Pubco as the parent company post-completion. The transactions under the Subscription Agreement are conditioned on the closing of the Business Combination. Additionally, key forward-looking statements regarding the potential growth and market opportunity for Youlife were discussed, alongside risks associated with completion. The SEC has filed a registration statement, and proxy materials were sent to Distoken's shareholders regarding the Business Combination. The document is a Current Report on Form 8-K and outlines important aspects of the financial arrangement and anticipated future operations following the merger.

Form Type: DEFA14A

Filing Date: 2025-04-16

Corporate Action: Merger

Type: Update

Accession Number: 000164117225005058

Filing Summary: On April 16, 2025, Distoken Acquisition Corporation filed a supplemental proxy statement related to its extraordinary general meeting scheduled for April 30, 2025, to approve a proposed business combination with Youlife International Holdings Inc. and its subsidiaries, including Youlife Group Inc. and others. This document updates prior filings and is intended to inform shareholders about the transaction. On the same date, a subscription agreement was executed for the purchase of 1,184,949 Class A ordinary shares of Youlife Group at $10.00 per share, totaling approximately $11.8 million, conditioned on concurrent closing of the business combination. The business combination involves a series of mergers to consolidate operations under the newly formed entity, which will be listed on the Nasdaq. The document emphasizes the need for shareholder approval and provides risk factors associated with the transaction as well as instructions on obtaining additional information about the business combination and associated documents.

Form Type: DEFM14A

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000164117225002322

Filing Summary: Distoken Acquisition Corporation proposes a business combination with Youlife Group Inc., whereby Youlife will become a wholly-owned subsidiary of Distoken's parent company, Pubco. This merger involves two steps: First, Youlife will merge with a subsidiary of Pubco (First Merger) immediately followed by a second merger in which Distoken merges into another subsidiary of Pubco (Second Merger). The overall transaction is valued at $700 million, fully payable in newly issued Pubco ordinary shares. Upon completion, shareholders of Youlife will receive shares based on an Exchange Ratio, while Distoken shareholders will convert their shares into Pubco's Class A shares. The proposed merger is subject to an extraordinary general meeting set for April 30, 2025. The implications of the merger include potential ownership structures and voting rights changes post-completion, where existing Control of Company structures may affect governance and earnings distribution. Additionally, risks associated with the business operations in China and potential future regulations affecting Pubco have been outlined.

Form Type: 425

Filing Date: 2025-01-21

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225002943

Filing Summary: Distoken Acquisition Corporation filed a second amendment to the Business Combination Agreement with Youlife Group Inc. and other associated companies. This amendment clarifies that American depository shares (ADSs) will not be issued to shareholders holding restricted shares, who will instead receive ordinary shares from Pubco. Previously, on May 17, 2024, Distoken entered into a Business Combination Agreement, later amended in November 2024 to revise terms regarding lock-up provisions and clarify dual-class share structure post-closing. The Business Combination aims to create a new entity with enhanced market presence and shareholder value. The filing also encourages shareholders to read the upcoming proxy statement/prospectus for more details on the anticipated benefits and risks associated with the Business Combination. The second amendment was deemed necessary to ensure compliance and protect the interests of restricted shareholders while adhering to regulatory requirements.

Form Type: 425

Filing Date: 2025-01-21

Corporate Action: Merger

Type: Update

Accession Number: 000149315225002946

Filing Summary: Distoken Acquisition Corporation has filed an update regarding its Business Combination with Youlife Group Inc. This report discloses that on January 17, 2025, the parties entered into a second amendment to the Business Combination Agreement. This amendment clarifies that Pubco American depository shares (ADSs) will not be issued to shareholders of Distoken or Youlife who hold restricted shares, as those shareholders will instead receive Pubco ordinary shares. Earlier amendments addressed the addition of an American depository share facility and adjustments to lock-up provisions for shareholders. This Business Combination aims to facilitate a merger between Distoken and Youlife, with shares planned to be listed on the Nasdaq Capital Market. The filing also notes that this document is part of compliance requirements and does not serve as an offer to sell or exchange securities.

Form Type: 425

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000110465925004504

Filing Summary: On January 17, 2025, Distoken Acquisition Corporation, alongside several affiliated entities, entered into the second amendment to the Business Combination Agreement with Youlife Group Inc. and its subsidiaries. This follows prior amendments made to the original Business Combination Agreement signed on May 17, 2024. The new amendment clarifies that Pubco American depository shares (ADSs) will not be issued to shareholders holding restricted shares, who will instead receive Pubco ordinary shares. This Business Combination aims to merge Distoken with Youlife, and the process will involve the issuance of Pubco ordinary shares in exchange for Distoken and Youlife shareholders' interests. The definitive proxy statement/prospectus related to this transaction will be filed with the SEC, and shareholders will be able to access important details about the proposed merger upon its availability.

Form Type: 8-K

Filing Date: 2025-01-17

Corporate Action: Merger

Type: Update

Accession Number: 000110465925004503

Filing Summary: On January 17, 2025, Distoken Acquisition Corporation entered into its second amendment to the Business Combination Agreement with Youlife Group Inc. and associated parties. This amendment clarifies that holders of restricted shares, subject to lock-up restrictions, will receive Pubco ordinary shares rather than Pubco ADSs. The Business Combination aims to finalize the merger between Distoken and Youlife, with prior amendments made to enhance the terms of the agreement, including establishing an American depository share facility. Following the effective registration statement by the SEC, shareholders will receive a definitive proxy statement/prospectus for the transaction. The parties involved are preparing to finalize arrangements for the completion of the Business Combination, which is expected to provide significant operational synergies and advantages for the merged entity. Distoken continues to engage in soliciting proxies from its shareholders in connection with this transaction.