Youlife Group Inc. filed a Form 6-K with the SEC on November 4, 2026, disclosing the closing of a registered direct offering of a 9% Senior Original Issue Discount Convertible Note with an original principal amount of US$3,000,000, which closed on November 3, 2026.

Key Highlights

  • Gross proceeds: The company received US$2,730,000 from the offering before deducting estimated offering expenses, reflecting a subscription amount equal to the note's original principal of US$3,000,000 less a 9% original issue discount.
  • Discount ADSs: The company will also issue 262,009 Class A ordinary shares represented by American depositary shares as an additional 2% original issue discount, equal to US$60,000, on the principal amount.
  • Conversion capacity: Up to 65,502,184 Class A ordinary shares represented by ADSs may be issued from time to time upon conversion of the Convertible Note.
  • Maturity and default interest: The Convertible Note matures 12 months after its original issuance date and does not bear interest prior to an Event of Default; following an Event of Default, interest accrues at 18% per annum or the maximum rate permitted by law.
  • Pre-Delivery ADSs: 3,300,000 treasury shares were deposited with the custodian for the ADS facility, with corresponding ADSs delivered for the benefit of the purchaser and held in abeyance to facilitate settlement of future conversions.
  • Guarantee: The Convertible Note and the company's cash payment obligations under the transaction documents are fully guaranteed by a subsidiary of the company pursuant to a guarantee agreement.

Youlife Group's Registered Direct Convertible Note Transaction Details

According to the filing, Youlife Group Inc. (NASDAQ:YOUL) entered into a Securities Purchase Agreement on October 30, 2026, with an institutional investor for the issuance and sale of a 9% Senior Original Issue Discount Convertible Note with an original principal amount of US$3,000,000. The offering closed on November 3, 2026, following the satisfaction or waiver of applicable closing conditions. The Securities were offered and sold pursuant to a prospectus supplement filed with the SEC on November 3, 2026, and the accompanying base prospectus included in the company's shelf registration statement on Form F-3 (File No. 333-299194), which the filing states was declared effective by the SEC on October 19, 2026.

The filing discloses that the Convertible Note is convertible into Class A ordinary shares of the company, par value US$0.0001 per share, represented by ADSs, with each ADS representing one Class A ordinary share. The note matures 12 months after its original issuance date and does not bear interest prior to an Event of Default. If a VWAP-based value of the outstanding Pre-Delivery ADSs falls below 50% of the outstanding principal, the company must register and issue additional Pre-Delivery ADSs sufficient to restore that value to at least 100% of the outstanding principal, subject to the beneficial ownership limitation and related abeyance provisions, according to the filing.

The filing further states that for six months after no Convertible Note remains outstanding, the purchaser may purchase remaining Pre-Delivery ADSs at the lower of the Fixed Conversion Price and the Alternative Conversion Price, determined as if the Convertible Note remained outstanding, and any remaining unpurchased Pre-Delivery ADSs must then be surrendered for cancellation. The report was signed by Yunlei Wang, Chairman and Chief Executive Officer, on November 4, 2026.

What Was Disclosed

Youlife Group Inc. disclosed the entry into and closing of a registered direct offering of a US$3,000,000 principal amount 9% Senior Original Issue Discount Convertible Note with an institutional investor, generating gross proceeds of US$2,730,000, along with the issuance of 262,009 Discount ADSs and the deposit of 3,300,000 Pre-Delivery ADSs.