Form SCHEDULE 13G Youlife Group Inc. Filed by: Wang GuangHong
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Youlife Group Inc. (Name of Issuer) |
Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
05/06/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Lightred Investment Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,967,810.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Guanghong Wang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,967,810.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Youlife Group Inc. | |
| (b) | Address of issuer's principal executive offices:
Room C431, Changjiang Software Park, No.180 South Changjiang Road, Baoshan District, Shanghai 201900, China | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Lightred Investment Co., Ltd. and (ii) Guanghong Wang.
Lightred Investment Co., Ltd. is principally an investment holding company organized and existing under the laws of British Virgin Islands. Lightred Investment Co., Ltd. is wholly owned by Guanghong Wang. | |
| (b) | Address or principal business office or, if none, residence:
(i) Lightred Investment Co., Ltd.: Sea Meadow House P.O. Box 116 Road Town Tortola British Virgin Islands; and
(ii) Guanghong Wang: Group 1 of Shimenxi Village, Huangliang Town, Xingshan County, Hubei Province, China. | |
| (c) | Citizenship:
(i) Lightred Investment Co., Ltd.: British Virgin Islands; and
(ii) Guanghong Wang: People's Republic of China | |
| (d) | Title of class of securities:
Class A ordinary share, $0.0001 par value per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) Lightred Investment Co., Ltd.: 4,967,810; and
(ii) Guanghong Wang: 4,967,810.
On January 22, 2025, the issuer entered into a share exchange agreement (the "Agreement") with YouheHR Group Inc.("YouheHR") and Lightred Investment Co., Ltd. (the "Seller"). Pursuant to the Agreement, the issuer agreed to acquire all of the issued and outstanding shares of YouheHR from the Seller in exchange for newly issued Class A ordinary shares of the Company (the "Exchange Shares"). The transaction closed on May 6, 2026 (the "Closing Date"). Upon closing, YouheHR became a wholly-owned subsidiary of the issuer. On the Closing Date, the issuer issued 4,967,810 Exchange Shares to the Seller as consideration for the acquisition. | |
| (b) | Percent of class:
The calculations below are based on 69,855,502 Class A ordinary shares and 11,160,808 Class B Ordinary Shares, voting as a single class, issued and outstanding immediately after the closing of the Agreement on May 6, 2026.
(i) Lightred Investment Co., Ltd.: 6.1%;
(ii) Guanghong Wang: 6.1%. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
(i) Lightred Investment Co., Ltd.: 4,967,810; and
(ii) Guanghong Wang: 4,967,810. | ||
| (ii) Shared power to vote or to direct the vote:
(i) Lightred Investment Co., Ltd.: 0; and
(ii) Guanghong Wang: 0. | ||
| (iii) Sole power to dispose or to direct the disposition of:
(i) Lightred Investment Co., Ltd.: 4,967,810; and
(ii) Guanghong Wang: 4,967,810. | ||
| (iv) Shared power to dispose or to direct the disposition of:
(i) Lightred Investment Co., Ltd.: 0; and
(ii) Guanghong Wang: 0. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement |
ATTACHMENTS / EXHIBITS
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