EX-FILING FEES 26 ex107.htm

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form F-4


(Form Type)

 

Youlife Group Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1 – Newly Registered Securities

 

Security

Type

  Security Class Title(1) 

Fee

Calculation

or

Carry

Forward

Rule

  

Amount

Registered(1)(2)

  

Proposed

Maximum

Offering

Price

Per Unit

  

Maximum

Aggregate

Offering

Price(1)

   Fee Rate  

Amount of

Registration

Fee

 
Equity  Class A Ordinary Shares, par value US$0.0001 per share   457(f)(1)   3,944,670(3)  $11.1101(5)  $43,825,678.167(5)   0.00015310   $6,709.7113 
Equity  Ordinary Shares, par value US$0.0001 per share   457(f)(2)   70,000,000   $0.000033(6)  $2,310    0.00015310   $0.3537 
Equity  Class A Ordinary Shares issuable on exercise of Warrants   457(f)(1)   7,617,500(4)  $11.50(7)  $87,601,250    0.00015310   $13,411.7514 
Equity  Warrants   457(g)   7,617,500(4)   (8)            
                                  
Total Offering Amounts                 $131,429,238.167        $20,121.8164 
Total Fees Previously Paid                             
Total Fee Offsets                             
Net Fee Due                           $20,121.8164 

 

 

  (1)All securities being registered will be issued by Youlife Group Inc., a Cayman Islands exempted company (“PubCo”), in connection with the Business Combination Agreement and the Business Combination described in this registration statement and the proxy statement/prospectus included herein. As a result of the Business Combination, PubCo will issue (i) up to 3,944,670 PubCo Class A Ordinary Shares to the shareholders of Distoken Acquisition Corporation (“Distoken”), including up to (x) 1,342,170 PubCo Class A Ordinary Shares to Distoken’s public shareholders (including holders of Public Rights), (y) 2,324,500 PubCo Class A Ordinary Shares to Distoken’s Sponsor and other shareholders of Distoken (including holders of Private Rights), and (z) 278,000 PubCo Class A Ordinary Shares to Distoken’s underwriters; (ii) 70,000,000 PubCo Ordinary Shares issuable to the existing shareholders of Youlife International Holdings Inc. (“Youlife”); and (iii) 7,617,500 warrants to be issued to the warrantholders of Distoken and 7,617,500 PubCo Class A Ordinary Shares issuable upon the exercise of such warrants.
    
  (2)Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions, share dividends or similar transactions.
    
  (3)Represents an aggregate of 3,944,670 PubCo Class A Ordinary Shares issuable in accordance with (1)(i) above.
    
  (4)Represents 7,617,500 warrants to be issued to the warrantholders of Distoken and 7,617,500 PubCo Class A Ordinary Shares issuable upon the exercise of such warrants in accordance with (1)(iii) above.
    
  (5)Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(1) under the Securities Act of 1933, as amended (the “Securities Act”). The proposed maximum aggregate offering price is equal to the product obtained by multiplying US$11.1101, which represents the average of the high and low stock price of Distoken’s ordinary shares on the Nasdaq Global Market on February 19, 2025, by 3,944,670 PubCo Class A Ordinary Shares issuable to the shareholders of Distoken in connection with the Business Combination.

 

 

 

 

  (6)Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. Youlife is a private company with no market existing for its securities. Youlife has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of Youlife’s securities expected to be exchanged in the Business Combination.
    
  (7)Based on the exercise price of warrants to be issued to the warrantholders of Distoken ($11.50).
    
  (8)Pursuant to Rule 457(g) of the Securities Act, no separate fee is recorded for the warrants and the entire fee is allocated to the underlying PubCo Ordinary Shares.