优蓝美股招股说明书(2025-09-02版)

UP TO 7,617,500 CLASS A ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARYSHARES ISSUABLE UPON THE EXERCISE OF WARRANTS UP TO 5,964,450 CLASS A ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARYSHARES AND 545,000 WARRANTS TO PURCHASE CLASS A ORDINARY SHARESREPRESENTED BY AMERICAN DEPOSITARY SHARES OFFERED BY SELLINGSECURITYHOLDERS OF YOULIFE GROUP INC. This prospectus relates to the issuance by Youlife Group Inc. (“we,” “us” or the “Company”) of up to 7,617,500 Class Aordinary shares represented on a one-for-one basis by American depositary shares, par value US$0.0001 per share, of the Company(the “ADSs”), issuable upon the exercise of warrants to purchase ADSs at an exercise price of US$11.50, which were issued on July 9,2025 (the “Closing Date”) in exchange for (1) 6,900,000 public warrants of Distoken Acquisition Corporation (“Distoken”) that wereissued in the initial public offering of Distoken (the “Public Warrants”), and (2) 545,000 private warrants of Distoken that were issuedto Xiaosen Sponsor LLC (“Xiaosen” or the “Sponsor”) in a concurrent private placement to the initial public offering of Distoken (the“Sponsor Warrants”), and (3) 172,500 private warrants of Distoken that were issued to I-Bankers Securities, Inc. (“I-Bankers”) (the“Representative Warrants,” collectively with the “Sponsor Warrants,” the “Private Warrants,” and collectively with the “PublicWarrants,” the “Warrants”). This prospectus also relates to the potential offer and sale from time to time by the selling securityholders named in thisprospectus or their pledgees, donees, transferees, assignees or other successors in interest (that receive any of the securities as a gift,distribution, or other non-sale related transfer) (collectively, the “Selling Securityholders”) of up to (A) 5,964,450 Class A ordinaryshares represented by ADSs, including (1) 2,324,500 issued and outstanding Class A ordinary shares held by Xiaosen (the “SponsorShares”), comprising (a) 1,725,000 Class A ordinary shares exchanged from 1,725,000 Distoken founder shares, which werepurchased by the Sponsor at a price of approximately US$0.0145 per share, (b) 545,000 Class A ordinary shares exchanged from545,000 Distoken private shares, and (c) 54,500 Class A ordinary shares exchanged from 54,500 Distoken private rights; (2) 545,000Class A ordinary shares issuable upon the exercise of the Sponsor Warrants, which (including the private shares, private rights andSponsor Warrants) were purchased by the Sponsor as part of and in the form of Private Units at a price of US$10.00 per unit; (3)390,001 issued and outstanding Class A ordinary shares issued to XIAOLINGO INVESTMENT CO., LTD (“Xiaolingo”) which wereacquired for nominal consideration; (4) 1,184,949 issued and outstanding Class A ordinary shares currently held by Anji FenghanInvestment Limited (“Anji”), which were issued to Anji in a private placement for a purchase price at US$10.00 per share; (5)1,350,000 issued and outstanding Class A ordinary shares currently held by Mouette Capital Company Ltd. (“Mouette”), which wereissued to Mouette in a private placement for a purchase price at US$10.00 per share; (6) 100,000 issued and outstanding Class Aordinary shares currently held by Empire Light International Media Limited (“Empire Light”), which were issued to Empire Light in aprivate placement for a purchase price at US$10.00 per share; (7) 20,000 issued and outstanding Class A ordinary shares currently heldby Hopeful Pte. Ltd. (“Hopeful”), which were issued to Hopeful in a private placement for a purchase price at US$10.00 per share;and (8) 50,000 issued and outstanding Class A ordinary shares currently held by SKS Global Ltd. (“SKS”), which were issued to SKSin a private placement for a purchase price at US$10.00 per share; and (B) 545,000 Sponsor Warrants. The securities registered herein are identified in this prospectus as the “Registered Securities.” We are registering the offerand sale of the Registered Securities, in part, to satisfy certain registration rights we have granted. The Selling Securityholders mayoffer all or part of the Registered Securities for resale from time to time through public or private transactions, at either prevailingmarket prices or at privately negotiated prices. The Registered Securities are being registered to permit the Selling Securityholders tosell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholdersmay sell the Registered Securities through ordinary brokerage transactions, in underwritten offerings, directly to market makers of oursecurities or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales ofthe Registered Securities offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating insuch sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as am