Youlife Group plans $3M convertible note offering with $9M upside

Youlife Group Inc. (NASDAQ: YOUL) has entered into a securities purchase agreement with an institutional investor for the issuance and sale of a 9% senior original issue discount convertible promissory note with a principal amount of $3.0 million in a registered direct offering, according to a press release from the Shanghai-based company.

The note will be issued for a subscription amount of $2.73 million, reflecting a 9% original issue discount. The company will also issue 262,009 Class A ordinary shares represented by American depositary shares (ADSs) as an additional 2% original issue discount, equal to $60,000, on the principal amount. The company expects gross cash proceeds of approximately $2.7 million before deducting offering expenses.

The purchase agreement also provides for potential subsequent closings of up to an additional $9.0 million in aggregate principal amount of convertible notes, subject to mutual consent and applicable conditions.

The note matures 12 months after issuance and carries no interest before an event of default. It will be convertible at the investor's option into Class A ordinary shares represented by ADSs, with up to 65,502,184 shares issuable upon conversion, at the lower of a fixed conversion price or a market-based alternative conversion price, subject to a floor price and a 9.99% beneficial ownership limitation.

In connection with the offering, 3,300,000 treasury shares represented by ADSs will be delivered to the investor and held in abeyance to facilitate future note conversions. The offering was expected to close on or about November 3, 2026, subject to applicable closing conditions. The company intends to use the net proceeds for working capital and general corporate purposes.

The securities are being offered under the company's shelf registration statement on Form F-3, declared effective by the U.S. Securities and Exchange Commission on October 19, 2026.

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