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Distoken Acquisition Corporation (NASDAQ:DIST), a blank check company with a current market capitalization of $36 million, has entered into a subscription agreement for a private placement of equity securities, according to a filing with the U.S. Securities and Exchange Commission (SEC) on April 16, 2025. The agreement involves the sale of 1,184,949 Class A ordinary shares at $10.00 each, amounting to an $11.85 million investment, concurrent with a planned business combination with Youlife Group Inc. The stock, currently trading at $11.25, is approaching its 52-week high of $11.69, according to InvestingPro data.
The investor, whose sole director is Yunqiu Dai, a director at Youlife, will purchase the shares in Pubco, the parent company of both Distoken and Youlife, following the completion of their business combination. The transaction is contingent upon the closing of this merger and other customary conditions. The investor has also been granted certain registration rights for the resale of the shares. InvestingPro analysis indicates the company maintains a ’FAIR’ overall financial health score, though investors should note its current ratio of 0.02 suggests potential liquidity challenges.
This step follows a series of amendments to the original business combination agreement between Distoken and Youlife, which began on May 17, 2024, and was later amended on November 13, 2024, and January 17, 2025. The business combination aims to create a parent company structure with Pubco at the helm of both Distoken and Youlife.
The shares issued in this private placement will not be registered under the Securities Act of 1933, as amended, but instead will be offered under an exemption provided by Section 4(a)(2) of the Act and/or Regulation D promulgated thereunder.
This announcement comes as part of the ongoing process to finalize the business combination, which has been detailed in previous communications and filings with the SEC, including a registration statement on Form F-4 and a definitive proxy statement. Distoken’s shareholders of record as of March 27, 2025, have been provided with materials related to the business combination, which was declared effective by the SEC on March 31, 2025.
The information in this article is based on the SEC filing by Distoken Acquisition Corporation and does not constitute an offer to sell or a solicitation of an offer to buy any securities. For comprehensive analysis and additional insights, including 7 more key ProTips and detailed financial metrics, visit InvestingPro.
In other recent news, Distoken Acquisition Corp has made amendments to its business combination agreement with Youlife International Holdings Inc., according to a filing with the U.S. Securities and Exchange Commission. The amendment specifies that American depository shares will not be issued to Distoken or Youlife shareholders holding restricted shares. Instead, these shareholders will receive ordinary shares of Youlife Group Inc., which will be listed on the Nasdaq Capital Market. This change is part of the second amendment to the original agreement, initially filed in May 2024, with a first amendment introduced in November 2024. The business combination aims to bring Youlife to the public market, expanding its investor base and capital for growth. Distoken’s strategy involves ensuring that shareholders with restricted shares receive ordinary shares, which are more straightforward for U.S. investors. The proposed business combination is subject to shareholder approval and other closing conditions. The SEC filing includes necessary legal and regulatory disclosures for the transaction.
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