As filed with the Securities and Exchange
Commission on March 10, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UCOMMUNE INTERNATIONAL LTD
(Exact
Name of Registrant as Specified in Its Charter)
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Cayman
Islands
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Not
Applicable
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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Floor 8, Tower D
No.2 Guang Hua Road
Chaoyang District, Beijing
People’s Republic of China, 100026
(Address of Principal Executive Offices and Zip Code)
2020 Share Incentive Plan
(Full Title of the Plans)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(Name and Address of Agent for Service)
+1 800-221-0102
(Telephone Number, including Area Code, of Agent for Service)
Copies to:
Allen C. Wang, Esq.
Latham & Watkins LLP
18th Floor, One Exchange Square
8 Connaught Place
Central, Hong Kong
+852 2912-2500
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A ordinary shares, par value $0.0001 per share
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6,906,131
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(2)
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US$0.00021
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(2)
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US$1,450
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US$0.16
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Class A ordinary shares, par value $0.0001 per share
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241,470
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(3)
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US$2.95
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(3)
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US$712,337
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US$77.72
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Total
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7,147,601
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(4)
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-
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US$713,787
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US$77.87
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(1)
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This registration statement on Form S-8 (this “Registration Statement”) registers Class
A ordinary share, par value of US$0.0001 per share, of Ucommune International Ltd (the “Registrant”) (the “Class
A Ordinary Shares”) issuable pursuant to the Registrant’s 2020 Share Incentive Plan (the “Share Incentive Plan”).
In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration
Statement also covers an indeterminate number of additional securities which may be offered and issued under the Share Incentive
Plan to prevent dilution from stock splits, stock dividends or similar transactions as provided in the Share Incentive Plan.
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(2)
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The amount to be registered represents the Class A Ordinary Share issuable upon exercise of outstanding
options granted under the Share Incentive Plan. Pursuant to Rule 457(h), the corresponding proposed maximum offering price per
share represents the exercise price of these options.
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(3)
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The amount to be registered represents the Class A Ordinary Shares available for future issuance
under the Share Incentive Plan. The corresponding proposed maximum offering price per share, which is estimated solely for the
purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average
of the high and low prices for the Registrant’s ADSs as quoted on the Nasdaq Capital Market on March 5, 2021, which is within
five (5) business days prior to the date of this Registration Statement.
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(4)
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Any Class A Ordinary Shares covered by an award granted under the Share Incentive Plan (or portion
of an award) that expires, for any reason, is cancelled or terminated without having been exercise or settled or that is forfeited
or repurchased and held as treasury shares shall be deemed not to have been issued for purposes of determining the maximum aggregate
number of Class A Ordinary Shares which may be issued under the Share Incentive Plan.
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and
Employee Plan Annual Information.*
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*
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Information required by Part I of the Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing
information specified in this Part I of Form S-8 will be separately provided to the participants covered by the Share Incentive
Plan, as specified by Rule 428(b)(1) under the Securities Act.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference.
The following documents filed by the Registrant
with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
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(a)
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The Registrant’s prospectus dated January 8, 2021 (File No. 333-252271) filed with the Commission on February 1, 2021
pursuant to Rule 424(b)(4) under the Securities Act; and
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(b)
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The description of the Registrant’s Class A Ordinary Shares and Warrants to purchase Class A Ordinary Shares contained
in its Registration Statement on Form 8-A (File No. 001-39738) filed with the Commission on January 5, 2021, including any amendment
and report filed for the purpose of updating that description.
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All documents filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent
to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of filing of such documents.
Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts
and Counsel.
Not applicable.
Item 6. Indemnification of Directors
and Officers.
Cayman Islands law does not limit the extent
to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except
to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences for committing a crime. The Registrant’s amended and restated memorandum and articles
of association provide that each officer or director of the Registrant (but not auditors) shall be indemnified against all actions,
proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such director or officer, other
than by reason of such person’s own dishonesty or fraud, in or about the conduct of the Registrant’s business or affairs
(including as a result of any mistake of judgment) or in the execution or discharge of his or her duties, powers, authorities or
discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred
by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or
its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreements,
the form of which is filed as Exhibit 10.4 to the Registrant’s amendment no. 1 to registration statement on Form F-1 (File
No. 333-252271), the Registrant has agreed to indemnify its directors and officers against certain liabilities and expenses that
they incur in connection with claims made by reason of their being such a director or officer of the Registrant.
The underwriting agreement, the form of
which is filed as Exhibit 1.1 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-252271), also
provides for indemnification of the Registrant and its officers and directors.
The Registrant currently carries liability
insurance for its directors and executive officers.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration
Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index beginning on page 4 of
this Registration Statement.
Item 9. Undertakings.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
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provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if registration statement is on Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement; and
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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UCOMMUNE INTERNATIONAL LTD
EXHIBIT INDEX
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Beijing, the People’s Republic of China, on March 10, 2021.
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Ucommune International Ltd
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By:
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/s/ Daqing Mao
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Name:
Title:
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Daqing Mao
Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below hereby constitutes and appoints Dr. Daqing Mao and Mr. Zhuangkun He and each of them,
individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead in any and all capacities, in connection with this registration statement, including to sign in
the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective
amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities
and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons on March 10, 2021 in the capacities indicated.
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Signature
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Title
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/s/ Zhuangkun He
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Chief Executive Officer
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Zhuangkun He
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(principal executive officer)
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/s/ Daqing Mao
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Director
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Daqing Mao
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/s/ Cheong Kwok Mun
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Chief Financial Officer, Director
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Cheong Kwok Mun
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(principal financial officer and principal accounting officer)
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/s/ Zhimo Zhao
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Director
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Zhimo Zhao
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/s/ Jian Zhang
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Director
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Jian Zhang
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/s/ Mei Han
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Director
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Mei Han
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/s/ Jinghong Xu
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Director
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Jinghong Xu
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/s/ Xianhao Gu
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Director
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Xianhao Gu
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SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities
Act of 1933, the undersigned, the duly authorized representative in the United States of Ucommune
International Ltd, has signed this registration statement or amendment thereto in New York on March 10, 2021.
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Authorized U.S. Representative
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Cogency Global Inc.
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By:
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/s/ Colleen A. De Vries
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Name:
Title:
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Colleen A. De Vries
Senior Vice-President
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Exhibit 5.1
Ref: DLK/774298-000001/19404710v1
Ucommune International Ltd
Floor 8, Tower D
No.2 Guang Hua Road
Chaoyang District
Beijing 100026
People's Republic of China
10 March 2021
Ucommune International Ltd (the "Company")
We have been asked to render this opinion
in our capacity as counsel as to Cayman Islands law to the Company in connection with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and Exchange Commission on 10 March 2021,
relating to the registration under the Securities Act of 1933, as amended, (the "Act") of an aggregate amount
of 7,147,601 Class A Ordinary Shares of par value US$0.0001 each in the authorised but unissued share capital of the Company (the
"Shares") for issuance pursuant to the Company's 2020 Share Incentive Plan (the "Plan").
For the purposes of giving this opinion,
we have examined copies of the Registration Statement and the Plan. We have also reviewed the corporate authorisations of the Company
in connection with the Plan and the issue of the Shares by the Company.
Based upon, and subject to, the assumptions
and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
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1.
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The Shares to be issued by the Company and registered under the Registration Statement have been
duly and validly authorised.
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2.
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When issued and paid for in accordance with the terms of the Plan and in accordance with the resolutions
adopted by the board of directors of the Company (or any individual or committee to whom the board of directors have delegated
their powers with respect to administration of the Plan), and when appropriate entries are made in the register of members (shareholders)
of the Company, the Shares will be validly issued, fully paid and non-assessable.
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In this opinion letter, the phrase "non-assessable"
means, with respect to the issuance of the Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation
to make further contributions to the Company's assets (except in exceptional circumstances, such as involving fraud, the establishment
of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or
lift the corporate veil).
These opinions are subject to the qualification
that under the Companies Act (As Revised) of the Cayman Islands, the register of members of a Cayman Islands company is by statute
regarded as prima facie evidence of any matters which the Companies Act (As Revised) directs or authorises to be inserted
therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a
court order for rectification (for example, in the event of fraud or manifest error).
These opinions are given only as to, and
based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate
to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning,
validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority
or any other promulgations.
We have also relied upon the assumptions,
which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed
copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and (c)
upon the issue of any Shares, the consideration received by the Company shall be not less than the par value of such Shares.
We consent to the use of this opinion as
an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments
thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in
the Securities Act, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any
part of the Registration Statement, including this opinion as an exhibit or otherwise.
Yours faithfully
/s/ Maples
and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
