This report is based on information contained in the SEC filing and does not constitute an offer to sell or a solicitation of an offer to buy any securities. The filing provides legal and regulatory disclosures required for the proposed business combination, which is subject to shareholder approval and other closing conditions.
For a comprehensive analysis of DIST's financial health, which currently rates as FAIR according to InvestingPro metrics, subscribers can access detailed valuation models and real-time alerts. For a comprehensive analysis of DIST's financial health, which currently rates as FAIR according to InvestingPro metrics, subscribers can access detailed valuation models and real-time alerts.
The amendment, dated January 17, 2025, clarifies that American depository shares (ADSs) will not be issued to Distoken or Youlife shareholders holding restricted shares, including those subject to lock-up restrictions. Instead, these shareholders will receive ordinary shares of Youlife Group Inc., the post-merger entity to be listed on the Nasdaq Capital Market.
The original business combination agreement was filed on May 23, 2024, with Distoken entering into the agreement with Youlife Group Inc., Xiaosen Sponsor LLC, and other subsidiaries. A first amendment was filed on November 18, 2024, introducing an ADS facility and revising lock-up provisions among other changes.
Distoken's ordinary shares, redeemable warrants, and rights are currently traded on the Nasdaq under the ticker symbols DIST, DISTW, and DISTR respectively. The stock maintains a notably high P/E ratio of 233.11, with InvestingPro data revealing 8 additional key insights about the company's valuation and performance metrics that could be crucial for investors considering this SPAC opportunity.
In other recent news, Distoken Acquisition Corp has revised its business combination agreement with Youlife International Holdings Inc. The amendments, highlighted in an 8-K filing with the SEC, include the adoption of an American depository share facility and alterations to lock-up provisions.
The new terms will replace Pubco ordinary shares with American depository shares (ADS), which will be listed on the Nasdaq Capital Market. The lock-up agreements for shares held by the Sponsor and certain Youlife shareholders have been adjusted, now featuring a lock-up period ending one year post-closing. Provisions for early release have been added, contingent on certain stock price conditions.
These modifications are part of the first amendment to the Business Combination Agreement, which also provides clarity on aspects related to the dual-class share structure of Pubco post-closure of the Business Combination. The amended lock-up agreements will replace the terms of the letter agreement dated February 15, 2023.
The lock-up period for Youlife shareholders other than Mr. Yunlei Wang will now conclude 180 days after the closing date, subject to similar early release conditions as the Sponsor. The financial terms of the agreement have not been disclosed. The amendments aim to meet Nasdaq's initial listing requirements, indicating a focus on maintaining adequate public float.
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