Prospectus Summary

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements and the related notes appearing elsewhere in this prospectus. In addition to this summary, you should read the entire prospectus carefully, especially the risks of investing in the ordinary shares discussed under “Risk Factors,” “Business,” and information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before deciding whether to buy the ordinary shares. Investors should note that Ucommune International Ltd, the ultimate Cayman Islands holding company, does not directly own any substantive operations in the PRC and its businesses in the PRC described in this prospectus are operated through the VIEs.

Ucommune’s Corporate Structure

The following chart shows the Parent’s corporate structure as of the date of this prospectus, including the Parent’s principal subsidiaries and the VIEs. The Nasdaq-listed entity is the Parent, Ucommune International Ltd, and the public shareholders are purchasing the equity interests of the Parent. The VIEs and the Parent’s principal subsidiaries are the operating entities.

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Notes:

(1)      As of the date of this prospectus, other holders which own less than 3% of the equity interests individually includes the following: Zhuhai Qianyi Hongtong Investment Fund (Limited Partnership) holds 2.430%, Beijing Pusi Investment Co., Ltd holds 2.352%, Zhuhai iKang Jiahua Asset Management Partnership (Limited Partnership) holds 2.243%, Wuxi Zhongrong Rongyouchuangxiang Investment Enterprise (Limited Partnership) holds 2.176%, Beijing Zhongkai Investment & Development Co., Ltd holds 2.146%, Xiamen Ruizhiye Equity Investment Co., Ltd holds 2.112%, Ningbo Enterprise One Investment Management Partnership (Limited Partnership) holds 2.057%, Juyuan Xincheng (Tianjin) Commercial Management Partnership (Limited Partnership) holds 2.032%, Beijing Gongqing Success Enterprise Management Center (Limited Partnership) holds 1.983%, Beijing Yirun Chuangyin Investment Center (Limited Partnership) holds 1.946%, Beijing Yintai Land Commercial Co., Ltd holds 1.865%, Yongzhou Ruru Culture Technology

Co., Ltd holds 1.612%, Shenzhen Yiwenda Investment Management Consulting Co., Ltd holds 1.447%, Beijing Hongtai Jinyi Management Consulting Co., Ltd holds 1.430%, Peizhi Wang holds 1.273%, Jiangxi Fusen Information Technology Co., Ltd holds 1.257%, Zhiyong Zhao holds 1.129%, Xinjiang Xinzhongshuo Marketing Co., Ltd holds 1.022%, Beijing Silk Road Cloud and Investment Center (Limited Partnership) holds 0.700%, Shanghai Yongbai Lian investment management co., LTD holds 0.678%, Ping Wang holds 0.667%, Jun Qin holds 0.662%, Jiahui Gan holds 0.659%, Shandong Guohui Investment Co., Ltd holds 0.499%, Shanghai Gopher Rongze Investment Center (Limited Partnership) holds 0.487%, Innovation Factory (Beijing) Enterprise Management Co., Ltd holds 0.487%, Xinyu Guanda Architectural Design Consulting Co., Ltd holds 0.479%, Zhuangkun He holds 0.471%, Lhasa Songhe Incubator Management Co., Ltd holds 0.423%, Jiaxing Chuanghe Huijin Equity Investment Partnership (Limited Partnership) holds 0.379%, Tianjin Ruihe Technology Co., Ltd holds 0.352%, Min Jiang holds 0.347%, Feifei Yi holds 0.328%, Chao Dai holds 0.243%, Kaifeng Cultural Tourism Investment Group Co., Ltd holds 0.203%, and Sichuan Xinwen Investment Co., Ltd holds 0.085%.

(2)      Ucommune Venture, a VIE, is an entity in which Ucommune’s operations are conducted. Ucommune Venture and Ucommune Technology, the WFOE, entered into a series of contractual arrangements.

(3)      Beijing U Bazaar, a VIE, is an entity in which Ucommune’s operations are conducted. Beijing U Bazaar and Ucommune Technology, the WFOE, entered into a series of contractual arrangements.

(4)      Weixue Tianxia, a VIE, is an entity in which Ucommune’s operations are conducted. Weixue Tianxia and Beijing Melo, the WFOE, entered into a series of contractual arrangements.

The Parent is not a Chinese operating company but a Cayman Islands holding company with operations conducted by its subsidiaries and through contractual arrangements with VIEs based in China, and this structure involves unique risks to investors. The VIE structure is used to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies, and investors may never hold equity interests in the Chinese operating companies. Current PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in VATSs and certain other businesses. The Parent’s subsidiaries currently conduct their VATS business through Beijing U Bazaar, including value-added online services for their members. The Parent’s subsidiaries also plan to engage in VATS businesses and other business which may subject to foreign investment restrictions through Ucommune Venture and/or Weixue Tianxia in the future. The VIE structure would afford Ucommune Venture and/or Weixue Tianxia and their subsidiaries greater flexibility in expanding their business scope and implementing their business strategies in compliance with PRC laws and regulations in the future as their business expands. Chinese regulatory authorities could disallow this structure, which would likely result in a material change in Ucommune’s operations and/or a material change in the value of the securities the Parent is registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. If the PRC government deems that the contractual arrangements with the consolidated VIEs domiciled in China do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, the Parent, its subsidiaries and the VIEs could be subject to severe penalties or be forced to relinquish their interests in those operations. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. In addition, to the extent cash is located in the PRC or within a PRC domiciled entity and may need to be used to fund operations outside of the PRC, the funds may not be available due to limitations placed on the Parent, its subsidiaries and the VIEs by the PRC government. To the extent cash in the business is in the PRC or a PRC entity, the funds may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of the Parent, its subsidiaries or the VIEs by the PRC government to transfer cash. See “Risk Factors — Risks Relating to the Corporate Structure.”

The Parent and its subsidiaries operate business mainly through the VIEs in the PRC based on a series of contractual arrangements. As of December 31, 2019, 2020 and 2021, the consolidated VIEs and their subsidiaries accounted for an aggregate of 95.6%, 88.5% and 92.0%, respectively, of the consolidated total assets and 92.7%, 94.3% and 106.2%, respectively, of the consolidated total liabilities. In 2019, 2020 and 2021, the consolidated VIEs and their subsidiaries accounted for an aggregate of 98.3%, 96.5% and 97.2%, respectively, of the consolidated total net revenue. See the consolidated financial statements and the related notes included elsewhere in this prospectus.

These contractual arrangements include:

•        The contractual arrangements by and among Ucommune Technology, Ucommune Venture and the shareholders of Ucommune Venture include an Exclusive Business Cooperation Agreement, Equity Pledge Agreement, Exclusive Option Agreement, Shareholders’ Voting Rights Proxy Agreement and Spousal Consent Letter.

•        The contractual arrangements by and among Ucommune Technology, Beijing U Bazaar and the shareholder of Beijing U Bazaar include an Exclusive Business Cooperation Agreement, Equity Pledge Agreement, Exclusive Option Agreement and Shareholders’ Voting Rights Proxy Agreement.

•        The contractual arrangements by and among Beijing Melo, Weixue Tianxia and the shareholders of Weixue Tianxia include an Exclusive Technology Consulting and Service Agreement, Equity Pledge Agreement, Exclusive Option Agreement and Shareholders’ Voting Rights Proxy Agreement.

Agreements Relating to Ucommune Venture and Beijing U Bazaar

Ucommune Venture for the minimum amount of consideration permitted by PRC law. Under the exclusive option agreement, Ucommune Venture granted Ucommune Technology or its designee an option to purchase all or a portion of the assets of Ucommune Venture or its subsidiaries for the minimum amount of consideration permitted by PRC law.

Each of Ucommune Venture and its shareholders agreed not to transfer, mortgage or permit any security interest to be created on any equity interest in or assets of Ucommune Venture without the prior written consent of Ucommune Technology. The exclusive option agreement shall remain in effect until all of the equity interests in or assets of Ucommune Venture have been acquired by Ucommune Technology or its designee, or until all parties agree in writing to terminate the agreement, or until Ucommune Technology unilaterally terminates the agreement by written notice.

On May 20, 2019, Ucommune Technology, Beijing U Bazaar and the shareholder of Beijing U Bazaar entered into an exclusive purchase option agreement, which contains terms substantially similar to the exclusive purchase option agreement described above.

Shareholders’ Voting Rights Proxy Agreement

Under the shareholders’ voting rights proxy agreement among Ucommune Technology, Ucommune Venture and shareholders of Ucommune Venture, dated November 22, 2019, each of the shareholders of Ucommune Venture, agreed to irrevocably entrust Ucommune Technology or its designee to represent it to exercise all the voting rights and other shareholders’ rights to which it is entitled as a shareholder of Ucommune Venture. The shareholders’ voting rights proxy agreement shall remain effective until all of the equity interests in or assets of Ucommune Venture have been acquired by Ucommune Technology or its designee under the exclusive option agreement, or until Ucommune Technology unilaterally terminates the agreement by written notice.

On May 20, 2019, Ucommune Technology, Beijing U Bazaar and the shareholder of Beijing U Bazaar entered into a shareholders’ voting rights proxy agreement, which contains terms substantially similar to the shareholders’ voting rights proxy agreement described above.

Spousal Consent Letter

Each spouse of the relevant individual shareholders of Ucommune Venture has signed a spousal consent letter. Under the spousal consent letter, the signing spouse unconditionally and irrevocably agreed that the disposition of the equity interest in Ucommune Venture which is held by and registered under the name of his or her spouse shall be made pursuant to the above-mentioned equity pledge agreement, exclusive option agreement, shareholders’ voting rights proxy agreement and exclusive business cooperation agreement, as amended from time to time. Moreover, the spouse undertook not to take any action with the intent to interfere with above-mentioned arrangements and unconditionally and irrevocably waive all rights or entitlements whatsoever to such equity interest that may be granted to the spouse according to applicable laws.

Agreements Relating to Weixue Tianxia

In January 2019, Beijing Melo entered into contractual arrangements with Weixue Tianxia and the shareholders of Weixue Tianxia. Ucommune acquired Melo Inc. in May 2019.

Exclusive Technology Consulting and Service Agreement

Under the exclusive technology consulting and service agreement dated January 30, 2019, Beijing Melo has agreed to provide, including without limitation, the following services to Weixue Tianxia:

•        the provision of comprehensive resolutions of information technology as required by the operations of Weixue Tianxia;

•        the development of computer software and technical support and maintenance for computer software operation;

•        training of IT related personnel and collect IT information; and

•        any other technology and consulting services required by Weixue Tianxia.

Weixue Tianxia has agreed to pay fees equal to its monthly income (after tax and expenses) with Beijing Melo in accordance with calculation method as specified in the exclusive consulting and service agreement. The exclusive consulting and service agreement was effective from January 30, 2019 and will continue to be effective unless it is terminated by Beijing Melo or otherwise required by law.

Equity Pledge Agreement

The shareholders of Weixue Tianxia have entered into an equity pledge agreement with Beijing Melo and Weixue Tianxia taking effect from January 30, 2019. Under such equity pledge agreement, each of the shareholders of Weixue Tianxia agreed to pledge their respective equity interest in Weixue Tianxia to Beijing Melo to secure their obligations under the exclusive option agreement, shareholders’ voting rights proxy agreement, and exclusive consulting and service agreement. Each of such shareholders further agreed to not transfer or pledge his respective equity interest in Weixue Tianxia without the prior written consent of Beijing Melo. The equity pledge agreement will remain binding until the pledgers discharge all their obligations under the above-mentioned agreements.

The registration of the equity pledges with the relevant office of SAMR has been completed.

Exclusive Option Agreement

Under the exclusive option agreement entered into by Beijing Melo, Weixue Tianxia and the shareholders of Weixue Tianxia, dated January 30, 2019, shareholders of Weixue Tianxia granted Beijing Melo or its designee an option to purchase all or a portion of their respective equity interest in Weixue Tianxia for the minimum amount of consideration permitted by PRC law.

Under the exclusive option agreement, Weixue Tianxia granted Beijing Melo or its designee an option to purchase all or a portion of the assets of Weixue Tianxia or its subsidiaries for the minimum amount of consideration permitted by PRC law. Each of Weixue Tianxia and its shareholders agreed not to transfer, mortgage or permit any security interest to be created on any equity interest in or assets of Weixue Tianxia without the prior written consent of Beijing Melo. The exclusive option agreement shall remain in effect until all of the equity interests in or assets of Weixue Tianxia have been acquired by Beijing Melo or its designee, or until Beijing Melo unilaterally terminates the agreement by written notice.

Shareholders’ Voting Rights Proxy Agreement

Under the shareholders’ voting rights proxy agreement among Beijing Melo, Weixue Tianxia and shareholders of Weixue Tianxia, dated January 30, 2019, each of the shareholders of Weixue Tianxia, agreed to irrevocably entrust Beijing Melo or its designee to represent it to exercise all the voting rights and other shareholders’ rights to which it is entitled as a shareholder of Weixue Tianxia. The shareholders’ voting rights proxy agreement shall remain effective until all parties agree in writing to terminate the agreement, or until Beijing Melo unilaterally terminates the agreement by written notice.

The foregoing contractual arrangements enable the Parent to:

•        receive the economic benefits that could potentially be significant to the consolidated VIEs in consideration for the services provided by the WFOEs;

•        be the primary beneficiary under contractual arrangements with the consolidated VIEs; and

•        hold an exclusive option to purchase all or part of the equity interests and an exclusive option to purchase all or part of the assets in the consolidated VIEs when and to the extent permitted by PRC law.

As a result of these contractual arrangements, the Parent is considered the primary beneficiary of the VIEs and consolidate their operating results in the financial statements under U.S. GAAP.

However, the Parent, its subsidiaries and its investors do not have an equity ownership in, direct foreign investment in, or control through such ownership or investment of the VIEs. The contractual arrangements with respect to the VIEs are not equivalent to an equity ownership in the business of the VIEs. Any references in this prospectus to control or benefits that accrue to the Parent or its subsidiaries because of the VIEs are limited to, and subject to conditions for consolidation of, the VIEs under U.S. GAAP. Consolidation of VIEs under U.S. GAAP

generally occurs if the Parent or its subsidiaries (i) have an economic interest in the VIEs that provides significant exposure to potential losses or benefits from the VIEs and (ii) have power over the most significant economic activities of the VIEs. For accounting purposes, the Parent will be the primary beneficiary of the VIEs. In addition, the contractual agreements governing the VIEs have not been tested in a court of law.

These contractual arrangements may be less effective than direct ownership and the WFOEs may incur substantial costs to enforce the terms of the arrangements. If the PRC government deems that the contractual arrangements with the consolidated VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, the Parent, its subsidiaries and the VIEs could be subject to severe penalties or be forced to relinquish their interests in those operations.

It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. PRC regulatory authorities could disallow this structure, which would materially adversely affect Ucommune’s operations and the value of the Parent’s Class A ordinary shares, and could cause the value of such securities to significantly decline or become worthless. The WFOEs and the VIEs face numerous challenges in enforcing these contractual agreements due to uncertainties under Chinese law as well as jurisdictional limits. In addition, to the extent cash is located in the PRC or within a PRC domiciled entity and may need to be used to fund operations outside of the PRC, the funds may not be available due to limitations placed on the Parent, its subsidiaries and the VIEs by the PRC government. To the extent cash in the business is in the PRC or a PRC entity, the funds may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of the Parent, its subsidiaries or the VIEs by the PRC government to transfer cash. For a description of the risks related to these contractual arrangements and Ucommune’s corporate structure, see “Risk Factors — Risks Relating to the Corporate Structure.”

Cash may be transferred within the group in the following manner: (i) the Parent may transfer funds to its subsidiaries, including the PRC subsidiaries, by way of capital contributions or loans; (ii) the Parent and its subsidiaries may provide loans to the VIEs and vice versa; (iii) funds may be transferred from the VIEs to the WFOEs, as service fees for services contemplated by the VIE agreements; and (iv) the Parent’s subsidiaries, including the WFOEs, may make dividends or other distributions to the Parent. Neither the Parent nor its subsidiaries are able to make direct capital contributions to the VIEs or their respective subsidiaries, and the VIEs are not able to make dividends or other distributions to the Parent. See “Selected Combined and Consolidated Financial Data and Operating Data — Selected Condensed Combined and Consolidated Financial Statement Information of Parent, the VIEs, the WFOEs, the HK Subsidiaries and other Subsidiaries.”

As an offshore holding company, the Parent may use the proceeds of its offshore fund-raising activities to provide loans or make capital contributions to the PRC subsidiaries or provide loans to the consolidated VIEs, in each case subject to the satisfaction of applicable regulatory requirements. In August 2020, Ucommune Venture entered into a loan agreement with Ucommune HK, under which Ucommune HK agreed to provide loans of up to a total of US$60 million to Ucommune Venture and Ucommune Venture could drawdown the loans in multiple tranches (up to an aggregate of US$60 million) within three years from the date of the first drawdown. Thereafter, both parties entered into two supplement agreements in January 2021 and March 2021. As of the date of this prospectus, Ucommune HK has provided a total of US$41 million in loans to Ucommune Venture, of which US$4 million have been repaid, under such loan agreements since the completion of the Business Combination in November 2020, using proceeds from the Parent’s previous PIPE financing and follow-on offerings. Such loans were included in intercompany loans, and disclosed as roll-forwards of the investment in subsidiaries and VIEs. Since January 1, 2018, cash has been transferred through the group in terms of loans; there have been no other transfers, dividends or distributions made to date between the Parent as the holding company, its subsidiaries and the consolidated VIEs, or to investors; and there have been no other cash flows and transfers of other assets by type that have occurred between the Parent as the holding company, its subsidiaries, and the consolidated VIEs. As of the date of this prospectus, none of the Parent’s subsidiaries had distributed any dividends or made any other distributions to the Parent. As of the same date, the Parent had not distributed any dividends or made any other distributions to U.S. investors. See “Summary Combined and Consolidated Financial Data and Operating Data — Summary Condensed Combined and Consolidated Financial Statement Information of Parent, the VIEs, the WFOEs, the HK Subsidiaries and other Subsidiaries — Inter-group balances due from VIEs/Subsidiaries — Intercompany loan lent.” The WFOEs and the VIEs do not intend to distribute earnings or settle amounts owed under the VIE agreements.

The Parent, its subsidiaries and the VIEs are subject to restrictions on foreign exchange and their ability to transfer cash between entities, across borders, and to U.S. investors. Under PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, the PRC subsidiaries and the VIEs need to obtain SAFE approval to use cash generated from the operations to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. See “Risk Factors — Risks Relating to Doing Business in China — Governmental control of currency conversion may limit the ability of the Parent, its subsidiaries and the VIEs to utilize net revenue effectively and their ability to transfer cash among the group, across borders, and to investors and affect the value of your investment.”

Ucommune has established stringent controls and procedures for cash flows within Ucommune’s organization based on internal cash management policies. Each transfer of cash among the Parent, its subsidiaries and the VIEs is subject to internal approval. To effect a cash transfer, a number of steps are needed, including but not limited to the issuance of payment receipt, logging into the online banking system and completing its verification process, inspection of the invoice, and payment execution. Only the finance department is authorized to make cash transfers. Within the finance department, the roles of payment approval, payment execution, record keeping, and auditing are segregated to minimize risk.

The PRC subsidiaries may pay dividends to their shareholders, which are the Parent’s subsidiaries incorporated in Hong Kong and indirectly wholly-owned by the Parent, out of their retained earnings. As of the date of this prospectus, none of the Parent’s subsidiaries had distributed any dividends or made any other distributions to the Parent or Ucommune Group Holdings. As of the same date, the Parent had not distributed any dividends or made any other distributions to U.S. investors. The PRC subsidiaries and the VIEs are subject to restrictions and limitations on their ability to distribute earnings from their businesses, to the Parent and U.S. investors as well as their ability to settle amounts owed under the VIE agreements. The PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. PRC regulations permit a PRC subsidiary to pay dividends to its shareholders only out of its accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of the PRC subsidiaries and the VIEs is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. See “Risk Factors — Risks Relating to Doing Business in China — The Parent may rely on dividends and other distributions on equity paid by the PRC subsidiaries to fund any cash and financing requirements Ucommune may have, and any limitation on the ability of the PRC subsidiaries to make payments to the Parent could materially adversely affect Ucommune’s ability to conduct its business.”

In accordance with PRC laws and regulations, the PRC subsidiaries and the VIEs must maintain various approvals, licenses and permits to operate their business. Based on PRC laws and regulations in effect as of the date of this prospectus and the legal advice of Ucommune’s PRC legal counsel, Jingtian & Gongcheng, and subject to different interpretations of these laws and regulations that may be adopted by PRC authorities, the PRC subsidiaries and the VIEs have obtained the following licenses and approvals necessary to operate in China as of the date of this prospectus: (i) each of the PRC subsidiaries and the VIEs has obtained a business license; (ii) Beijing U Bazaar, through which the Parent’s subsidiaries conduct their VATS business, including value-added online services for their members, has obtained a value-added telecommunications license for Internet information service and online data processing and transactions; (iii) Beijing Daguan Architectural Engineering Co., Ltd., which engages in interior design service, has obtained a Certificate for Engineering Design Qualification; (iv) Beijing Daguan Architectural Engineering Co., Ltd, Beijing Dongyi Yuanda Architectural Decoration Engineering Co., Ltd and Guangdong Wanhe Construction Engineering Co., Ltd, which engage in construction services, have obtained Certificates for Construction Qualification and Safety Production Licenses; (v) Youxiao Chef (Beijing) Catering Co., Ltd. and nine subsidiaries of Beijing Kuanneng Technology Co., Ltd, which engage in catering services, have obtained food operation licenses; and (vi) most of Ucommune’s self-operated model spaces have completed the required as-built acceptance check on fire prevention or fire safety filing. However, a small number of Ucommune’s self-operated model spaces have not completed such as-built acceptance check on fire prevention or fire safety filing. Ucommune’s spaces that fail to complete such as-built acceptance check on fire prevention as required by

relevant laws and regulations may be ordered by the relevant government authorities to cease business. As a result, Ucommune may be subject to fines ranging from RMB30,000 to RMB300,000 per space, and Ucommune’s spaces that fail to complete such fire safety filing as required may be subject to fines of up to RMB5,000 per space. Based on relevant laws and regulations and Ucommune’s consultation with relevant government authorities, and as advised by Ucommune’s PRC counsel, the maximum amount of potential fines arising from the incompletion of the required as-built acceptance check on fire prevention and fire safety filing is approximately RMB0.6 million, as of the date of this prospectus. However, Ucommune has not received any material fines or penalties for such non-compliance.

Apart from the above, the Parent cannot assure you that the PRC subsidiaries and the VIEs will be able to maintain existing licenses, permits and approvals or that the government authorities will not subsequently require the PRC subsidiaries and the VIEs to obtain any additional licenses, permits and approvals. If the PRC subsidiaries and the VIEs fail to obtain the necessary licenses, permits and approvals or inadvertently conclude that any permissions or approvals are not required, or if applicable laws, regulations, or interpretations change and the PRC subsidiaries or the VIEs are required to obtain such permissions or approvals in the future, the PRC subsidiaries and the VIEs may be subject to fines, confiscation of revenues generated from incompliant operations or the suspension of relevant operations. The PRC subsidiaries and the VIEs may also experience adverse publicity arising from such non-compliance with government regulations that negatively impact Ucommune’s brand. See “Risk Factors — Risks Relating to Doing Business in China — Any lack of requisite approvals, licenses or permits applicable to Ucommune’s business may materially adversely affect its business, financial condition and results of operations.”

Based on PRC laws and regulations in effect as of the date of this prospectus and the legal advice of Ucommune’s PRC legal counsel, Jingtian & Gongcheng, and subject to different interpretations of these laws and regulations that may be adopted by PRC authorities, the Parent believes that currently the Parent, its subsidiaries and the VIEs are not required to obtain any licenses, approvals or permissions from PRC government authorities (including the China Securities Regulatory Commission, or the CSRC, Cyberspace Administration of China, or the CAC, or any other government entity) to offer securities to foreign investors. As a result, the Parent, its subsidiaries and the VIEs have not submitted any application to the CSRC, the CAC or other PRC authorities for such approval. As of the date of this prospectus, the Parent, its subsidiaries and the VIEs have not received any inquiry, notice, warning or official objection from the CSRC, the CAC or any other PRC authorities. However, the relevant PRC government agencies could reach a different conclusion, applicable laws, regulations, or interpretations could change and the Parent, its subsidiaries and the VIEs could be required to obtain such approvals in the future. If any approval, review or other procedure is in fact required, the Parent, its subsidiaries and the VIEs are not able to guarantee that they will obtain such approval or complete such review or other procedure in a timely manner or at all. Any approval that the Parent, its subsidiaries and the VIEs may be able to obtain could nevertheless be revoked and the terms of its issuance may impose restrictions on Ucommune’s operations and the Parent’s offerings relating to its securities.

On July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions. The Opinions stressed the need to strengthen the administration over illegal securities activities and the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to deal with the risks and incidents of China-related overseas listed companies.

On December 24, 2021, the State Council published the draft Administrative Provisions on the Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments), or the Administrative Provisions, and the CSRC published the draft Measures for Record-filings of the Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments), or the Administrative Measures, for public comment. Pursuant to the Administrative Provisions, domestic enterprises that (i) offer shares, depository receipts, convertible notes or other equity securities overseas, or (ii) list securities on an overseas stock exchange, must complete record-filing procedures and report the relevant information to the CSRC. The CSRC shall determine the record-filing method.

Pursuant to the Administrative Measures, domestic enterprises that directly or indirectly offer or list securities on an overseas stock exchange shall file with the CSRC within three business days after submitting their initial public offering and/or listing application documents. Issuers already listed on an overseas stock exchange which offer securities to be listed on an overseas stock exchange shall file with the CSRC within three business days after the completion of such offering.

In accordance with a set of questions and answers published on the CSRC’s official website concurrently released with draft Administrative Provisions and Administrative Measures, a CSRC official indicated that the filing requirements proposed under such rules, once effective, will apply to future offerings and listings, including initial public offerings and follow-on offerings. Other filing requirements applicable to offerings and listings completed before such rules become effective will be separately provided and enacted with a sufficient interim period.

Considering that: (i) the Administrative Provisions and Administrative Measures are currently in draft form and have not yet become effective; (ii) no explicit provisions under currently effective PRC laws, regulations and rules clearly provide that indirect listing and offering through contractual arrangements, such as the Parent’s, are required to obtain approvals from PRC authorities, and (iii) the CSRC has not yet published any approvals or filing requirements applicable to listings, offerings and resale of securities completed before such rules become effective, the Parent believes this resale and the issuance of its ordinary shares upon exercise of the warrants are not subject to the approval of the CSRC or other equivalent PRC government authorities.

However, there remain substantial uncertainties as to whether and what requirements, including filing obligations, will be imposed on the Parent, its subsidiaries and the VIEs in the future. There is also a lack of clarity on the filing procedure, requirement and timeline, which may not be resolved until the Administrative Provisions and Administrative Measures become effective. If the Administrative Provisions and Administrative Measures come into effect in the current form before the completion of this resale and the issuance of the Parent’s Class A ordinary shares upon exercise of the warrants, or the competent authorities later provide other filing requirements applicable to the Parent, the Parent may be required to make a filing with the CSRC.

On December 27, 2021, the National Development and Reform Commission, or NDRC, and the Ministry of Commerce, or MOFCOM, jointly issued the Special Administrative Measures for Entry of Foreign Investment (Negative List) (2021 Version), or the Negative List, which became effective and replaced the previous version on January 1, 2022. According to the Negative List, domestic enterprises engaging in businesses in which foreign investment is prohibited shall obtain approval from the relevant authorities before offering and listing their shares on an overseas stock exchange. In addition, certain foreign investors shall not be involved in the operation or management of the relevant enterprise, and shareholding percentage restrictions under relevant domestic securities investment management regulations shall apply to such foreign investors. Since none of the PRC subsidiaries or the VIEs engages in businesses in which foreign investment is prohibited, the Parent believes that the PRC subsidiaries and the VIEs are not required to obtain such approval under the Negative List.

On November 14, 2021, the CAC promulgated the draft Regulations on the Administration of Cyber Data Security (Draft for Comments), or the Draft CAC Regulation, which has not yet become effective. The Draft CAC Regulation provides that data processors that conduct the following activities must apply for cybersecurity review: (i) merger, reorganization or spin-off of Internet platform operators holding a large amount of data resources related to national security, economic development or public interests, which may have an adverse effect on national security; (ii) data processors intending to list their securities on a foreign stock exchange that handle personal information of more than one million people; (iii) data processors intending to list their securities on a stock exchange in Hong Kong which may have an adverse effect on national security; (iv) other data processing activities that may have an adverse effect on national security.

On December 28, 2021, the CAC, jointly with other 12 governmental authorities, promulgated the revised Cybersecurity Review Measures (2021), which became effective on February 15, 2022. According to the Cybersecurity Review Measures (2021), critical information infrastructure operators that intend to purchase internet products and services which may have an adverse effect on national security must apply for cybersecurity review. Meanwhile, online platform operators holding personal information of over one million users that intend to list their securities on a foreign stock exchange must apply for cybersecurity review.

The Parent is of the view that the such requirement for cybersecurity review under the Draft CAC Regulation, if effective in the current form, and revised Cybersecurity Review Measures (2021), are not applicable to the PRC subsidiaries and the VIEs, primarily because, as of the date of the Prospectus, neither the PRC subsidiaries nor the VIEs: (i) have received any notice or determination from competent PRC governmental authorities identifying them as a critical information infrastructure operator; (ii) hold or process personal information of over one million users; and (iii) have received any investigation, notice, warning, or sanctions from applicable government authorities in

relation to national security. However, the relevant PRC government agencies could reach a different conclusion, applicable laws, regulations, or interpretations could change and the PRC subsidiaries and the VIEs could be required to obtain such approvals in the future.

The Parent has been closely monitoring the development in the regulatory landscape in China, particularly regarding the requirement of approvals, including on a retrospective basis, from the CSRC, the CAC or other PRC authorities. If the CSRC, the CAC or another PRC authority subsequently determines that its approval was needed for the Business Combination, follow-on public offering or Warrants offerings of the Parent, or such approval is needed for this resale or the issuance of the Parent’s Class A ordinary shares upon exercise of the warrants, for future offerings, or for maintaining the Parent’s status as a publicly listed company outside China, the Parent may face adverse actions or sanctions by the CSRC, the CAC or other PRC regulatory agencies. In any such event, these regulatory agencies may impose fines and penalties on the Parent’s operations in China, limit its operating privileges in China, delay or restrict the repatriation of the proceeds from the Parent’s previous public offerings into the PRC or take other actions that could materially adversely affect Ucommune’s business, financial condition, results of operations, reputation and prospects, as well as the trading price of the Parent’s Class A ordinary shares. See “Risk Factors — Risks Relating to Doing Business in China — Although the Parent believes that PRC government approval is not required for this offering, PRC government authorities could reach a different conclusion. In addition, similar rules could restrict or require additional approvals for public offerings, including this offering and the issuance of the Parent’s Class A ordinary shares upon exercise of the warrants, or for maintaining the Parent’s status as a publicly listed company outside China” and “Risk Factors — Risks Relating to Doing Business in China — The Chinese government exerts substantial influence over the manner in which Ucommune must conduct its business activities and may intervene or influence its operations at any time, which could result in a material change in its operations and the value of the Parent’s Class A ordinary shares.”

What is Ucommune

Ucommune is China’s leading agile office space manager and provider with global ambitions. Ucommune operates the largest agile office space community in China in terms of number of agile office spaces, aggregate managed area and number of cities covered in China as of December 31, 2019, according to Frost & Sullivan.

Ucommune’s mission is to cultivate a new working culture anchored in four foundations: “Sharing, Innovation, Responsibility and Success for all.”

Ucommune is dedicated to providing specialized, integrated services for managing agile office spaces in China. With strong management and chain operating capabilities, Ucommune distinguishes itself through seamless integration of physical spaces offline and member community online, empowering its members to fulfil their dreams.

The agile office space Ucommune envisages is based on a standardized, intelligent, humanized, digital and physical setting. It is an open platform complemented by enterprise services, with office space covering both online and offline members.

Ucommune’s Business

The urban transformation and the evolution in working culture in China have created strong demand for flexible and innovative working space, creating a unique and significant opportunity for the agile office space industry. Ucommune’s brand is the most recognized agile office space brand in China, according to Frost & Sullivan. Ucommune’s leading brand position, evidenced by brand awareness and member satisfaction according to a survey conducted by Frost & Sullivan, demonstrates its operating excellence and supports its future development.

Ucommune’s nationwide agile office space network covers economically vibrant regions, including all the tier-1 and new tier-1 cities in China. Ucommune’s unique and comprehensive network provides enterprise members with flexible and cost-efficient office space solutions, helping them to expand into new geographic locations quickly and enhance productivity. Ucommune is also actively involved in the urban transformation of older and under-utilized buildings, redefining the commercial real estate sector in China.

Ucommune believes the establishment of an Ucommune agile office space can attract more traffic to and improve the image of the surrounding neighborhood. Through its physical spaces, Ucommune also offers a comprehensive suite of corporate services to empower its members, which are referred to as U Plus services.

Ucommune’s expertise in the real estate and retail industries has enabled it to operate its agile office spaces with high efficiency. Since the launch of Ucommune’s first agile office space in September 2015, Ucommune has replicated its success across China and expanded its footprint overseas with its strong management and chain operating capabilities. Ucommune had 273 spaces across 65 cities as of December 31, 2021, which 220 spaces were in operation, providing approximately 62,580 workstations to its members, and 53 spaces were under construction or preparation for construction. The following map illustrates its agile office space network in Greater China as of December 31, 2021:

In addition, Ucommune provides spaces operated by Ucommune’s associates (which refer to spaces in which Ucommune has a minority interest investment but are operated by its associates and for which Ucommune does not consolidate the revenue from such spaces) to supplement Ucommune’s agile office space network. Ucommune refers members who need agile office space services in locations Ucommune does not operate directly to spaces operated by Ucommune’s associates and share its service experiences for such members with its associates. This network of spaces operated by Ucommune’s associates allows members to expand into new geographic locations by receiving a similar level of services provided by its agile office spaces. As of December 31, 2021, Ucommune had three spaces operated by Ucommune’s associates across three cities in Greater China and New York.

Ucommune currently operates its spaces under the following two models:

•        Self-operated Model.    Ucommune has three categories of spaces under its self-operated model.

•        U Space, under which Ucommune enters into leases with landlords for spaces with area generally over 200 m2 each, and design and build the spaces using its proprietary standard operating procedure, or SOP.

•        U Studio, under which Ucommune leases scattered and small office spaces with area generally less than 200 m2 each from landlords, and design and build the spaces using Ucommune’s proprietary SOP.

•        U Design, under which Ucommune provides one-stop customized services from location selection to daily operations in accordance with the specifications of its members.

•        Asset-light Model.    Ucommune provides space design and build as well as management services to develop and manage agile office spaces for landlords who bear most of the capital investments to build out and launch new spaces. Ucommune has two categories under its asset-light model.

•        U Brand, under which Ucommune primarily charges landlords management fees for branding, consulting and operating services.

•        U Partner, under which Ucommune shares revenue with landlords.

Ucommune has also been focusing on developing its asset-light model, under which Ucommune provides space design and build as well as management services to develop and manage agile office spaces for landlords who bear most of the capital investments to build and launch new spaces. The asset-light model allows more landlords to benefit from Ucommune’s professional capabilities and strong brand recognition, which in turn enables Ucommune’s business to scale in a cost-efficient manner.

As of December 31, 2021, Ucommune had 165 spaces under the asset-light model with managed area of approximately 622,815 m2, representing 72% of the aggregate managed area of approximately 865,150 m2 of all spaces. In 2021, Ucommune launched 40 new spaces under its asset-light model with managed area of approximately 271,355 m2, representing a 32% increase and a 77% increase in the number and managed area of new spaces under its asset-light model in 2020. In 2019, 2020 and 2021, Ucommune generated operating profit from the subsidiary that operates agile office spaces under its asset-light model. Ucommune intends to focus on expanding its asset-light business as one of its major growth drivers.

The profitability of Ucommune’s agile office space services is partly driven by the maturity of its agile office spaces, or the length of time a space has been open to its members. Ucommune defines spaces that have been open for more than 24 months as mature spaces. Once a space reaches maturity, occupancy is generally stable, Ucommune’s initial investment in build-out and sales and marketing to drive member acquisition is complete and the space typically generates recurring revenue and cash flows. As of December 31, 2021, the overall occupancy rates for Ucommune’s 220 total spaces in operation and 92 mature spaces were approximately 70% and 76.4%, respectively.

While physical office spaces constitute Ucommune’s core offering, Ucommune has built a smart and integrated platform connecting offline and online services via technological innovation. Ucommune’s app U Bazaar, and data management system, Udata, together with its smart office system and IOT solutions, have created a seamless working experience for its members to go beyond physical spaces and provide them with convenient access to Ucommune’s U Plus services (described in more detail below), resulting in enhanced member loyalty and an expanded member base. As of December 31, 2021, Ucommune had approximately 1,176,970 members, including approximately 1,141,780 individuals and 35,180 enterprises, ranging from large enterprises to SMEs.

Agile office spaces provide unique access to a large urban population with high disposable income in an office setting, providing significant monetization opportunities. Ucommune’s individual members using workstations generally spend an average of eight hours in its spaces during a typical working day, building rapport with Ucommune community and generating significant traffic and data. Powered by Ucommune’s technology capabilities, Ucommune offers various U Plus services meeting its members’ needs and preferences and build a vibrant Ucommune community serving a wider group of members beyond physical spaces.

Cooperating with over 700 business partners, Ucommune provides a comprehensive suite of U Plus services, including individual services, such as catering, fitness, healthcare, training and entertainment; general corporate services, such as corporate secretary, human resources, legal, finance, IT support and tax services; incubation and corporate venturing services; design and build services; advertising and branding services; and related services to Ucommune’s community.

Ucommune receives revenue from members by providing U Plus services and charging members fees based on services provided. Ucommune also generates revenue from its business partners and investees through different arrangements, including (i) revenue sharing arrangements under which Ucommune shares part of the revenue of its business partners as fees, and (ii) fixed fee arrangements under which Ucommune charges its business partners and investees fixed fees for leasing its spaces to provide services.

Ucommune also generates revenue by providing SAAS services, such as lease contract management, CRM promotion management, IOT intelligent device management, and tenant and member operation management services, to office buildings and industrial parks through Ucommune’s DOMES platform, described below. The client base and revenue of Ucommune’s SAAS business grew significantly in the fourth quarter of 2020 as China recovered from COVID-19. Ucommune’s expects this trend to continue as Ucommune develops its SAAS business.

Total revenue decreased by 24.9% from RMB1,167.4 million in 2019 to RMB877.1 million in 2020 and increased by 20.6% from 2020 to RMB1,057.5 million (US$165.9 million) in 2021. Ucommune’s spaces in operation decreased from 174 as of December 31, 2019, decreased to 163 as of December 31, 2020 and increased to 220 as of December 31, 2021. Ucommune’s member base increased from approximately 715,600 as of December 31, 2019 to approximately 1,044,700 as of December 31, 2020 and further to approximately 1,176,970 as of December 31, 2021. In 2020, the Parent’s financial condition and results of operation were materially and adversely affected by the impact of COVID-19 outbreak. Despite the adverse conditions, Ucommune has maintained its market leading position, as evidenced by the overall occupancy rate of 77% and 70% for all its spaces in operation as of December 31, 2020 and December 31, 2021, respectively.

The following chart illustrates Ucommune’s business model:

The following chart illustrates Ucommune’s community:

Ucommune’s Strengths

Ucommune believes that the following strengths contribute to its success:

•        China’s leading agile office space brand rooted in deep understanding of local market dynamics;

•        Ucommune’s superior space operating efficiency and chain operating capabilities;

•        Ucommune’s technology-driven platform;

•        Ucommune’s dynamic agile office ecosystem empowering enterprise members;

•        Ucommune’s diversified monetization channels enabled by expansion of member base beyond physical spaces; and

•        Ucommune’s innovative management.

Ucommune’s Strategies

Ucommune intends to achieve its mission and further grow its business by pursuing the following strategies:

•        reinforce leading market position by exploring growth under Ucommune’s asset-light model and pursuing target expansion;

•        expand U Plus services to refine Ucommune’s ecosystem;

•        invest in technology to enhance operating efficiency and upgrade smart office system; and

•        selectively pursue acquisition and investment opportunities.

Ucommune’s Challenges

Investing in the ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainties summarized below, the risks described under the “Risk Factors” section beginning on page 41 of, and the other information contained in, this prospectus before you decide whether to purchase the ordinary shares.

Ucommune’s ability to achieve its mission and execute its strategies is subject to certain challenges, risks and uncertainties, including its ability to:

•        sustain and manage its growth and expansion;

•        obtain sufficient funds to expand its business and respond to business opportunities;

•        attract more members;

•        successfully operate its spaces and U Plus services;

•        develop its technology;

•        compete with other players in co-working space industry efficiently; and

•        comply with the relevant laws and regulations in the PRC and other jurisdictions in which Ucommune operates.

•        Ucommune’s expansion into new regions, markets and business areas may pose increased risks.

•        The Parent has incurred, and may in the future incur, impairment loss on long-lived assets and long-term prepaid expenses, and impairment loss on goodwill. Significant impairment of its long-lived assets and long-term prepaid expenses and impairment loss on goodwill could materially impact its financial position and results of its operations.

•        Ucommune faces vigorous competition. If Ucommune is not able to compete effectively with others, its business, financial condition and results of operations may be materially and adversely affected.

•        Ucommune’s success depends on the continuing efforts of its key management and capable personnel as well as its ability to recruit new talent. If Ucommune fails to hire, retain or motivate its staff, its business may suffer.

•        Certain of the Parent’s affiliated persons or entities are now or may in the future lease the building spaces they own to Ucommune or have other transactions with Ucommune. Ucommune may have conflicts of interest with the Parent’s officers and directors for such related party transactions and Ucommune may not resolve such conflicts on terms favorable to the Parent.

Risks Relating to the Corporate Structure

•        The Parent and its subsidiaries rely on contractual arrangements with the VIEs and their shareholders for a large portion of their operations. These arrangements may not be as effective as direct ownership in providing operational control. Any failure by the VIEs or their shareholders to perform their obligations under these contractual arrangements would materially adversely affect the Parent and its subsidiaries’ business.

•        The shareholders of the VIEs may have actual or potential conflicts of interest with the Parent, its subsidiaries and the VIEs, which may materially adversely affect the Parent and its subsidiaries’ business and financial condition.

•        The contractual arrangements are governed by PRC law. These contracts are interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.

•        Substantial uncertainties in the PRC foreign investment legal regime may significantly impact the Parent’s corporate structure and operations.

•        Contractual arrangements in relation to the VIEs may be subject to scrutiny by the PRC tax authorities and they may determine that the Parent, its subsidiaries or the VIEs owe additional taxes, which could negatively affect their financial condition and the value of your investment.

•        The Parent and its subsidiaries may lose the ability to use, or otherwise benefit from, the licenses, approvals and assets held by the VIEs, which could severely disrupt the Parent and its subsidiaries’ business, render them unable to conduct some or all of their business and constrain growth.

•        The Parent’s dual-class share structure with different voting rights may adversely affect the value and liquidity of the Parent’s Class A ordinary shares.

•        The Parent’s dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of the Parent’s Class A ordinary shares may view as beneficial.

•        Certain of the existing shareholders of the Parent have substantial influence over the Parent, and their interests may not be aligned with the interests of the Parent’s other shareholders.

•        You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because the Parent is incorporated under Cayman Islands law.

•        Certain judgments obtained against the Parent by its shareholders may not be enforceable.

For detail discussion of the above risk factors and the other risks relating to Ucommune’s corporate structure, see “Risk Factors — Risks Relating to the Corporate Structure.”

Risks Relating to Doing Business in China

•        Changes in China’s economic, political or social conditions or government policies could materially adversely affect Ucommune’s business.

•        Uncertainties with respect to the PRC legal system could adversely affect Ucommune.

•        Regulation and censorship of information disseminated over the internet in China may adversely affect Ucommune’s business and reputation and subject Ucommune to liability for information displayed on its website.

•        Fluctuations in exchange rates could have a material and adverse effect on the Parent’s results of operations and the value of your investment.

•        Any lack of requisite approvals, licenses or permits applicable to Ucommune’s business may materially adversely affect its business, financial condition and results of operations.

•        The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this prospectus.

The Parent, its subsidiaries and the VIEs face risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice. See “Risk Factors — Risks Relating to Doing Business in China — Uncertainties with respect to the PRC legal system could adversely affect Ucommune.” In addition, the Chinese government may intervene or influence Ucommune’s operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China based issuers, which could result in a material change in Ucommune’s operations and/or the value of the Parent’s Class A ordinary shares. See “Risk Factors — Risks Relating to Doing Business in China — The Chinese government exerts substantial influence over the manner in which Ucommune must conduct its business activities and may intervene or influence its operations at any time, which could result in a material change in its operations and the value of the Parent’s Class A ordinary shares.” Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder the Parent’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Risk Factors — Risks Relating to Doing Business in China — Although the Parent believes that PRC government approval is not required for this offering, PRC government authorities could reach a different conclusion. In addition, similar rules could restrict or require additional approvals for public offerings, including this offering and the issuance of the Parent’s Class A ordinary shares upon exercise of the warrants, or for maintaining the Parent’s status as a publicly listed company outside China.”

In accordance with PRC laws and regulations, the PRC subsidiaries and the VIEs must maintain various approvals, licenses and permits to operate their business. Based on PRC laws and regulations in effect as of the date of this prospectus and the legal advice of Ucommune’s PRC legal counsel, Jingtian & Gongcheng, and subject to different interpretations of these laws and regulations that may be adopted by PRC authorities, the PRC subsidiaries and the VIEs have obtained the following licenses and approvals necessary to operate in China as of the date of this prospectus: (i) each of the PRC subsidiaries and the VIEs has obtained a business license; (ii) Beijing U Bazaar, through which the Parent’s subsidiaries conduct their VATS business, including value-added online services for their members, has obtained a value-added telecommunications license for Internet information service and online data processing and transactions; (iii) Beijing Daguan Architectural Engineering Co., Ltd., which engages in interior design service, has obtained a Certificate for Engineering Design Qualification; (iv) Beijing Daguan Architectural Engineering Co., Ltd, Beijing Dongyi Yuanda Architectural Decoration Engineering Co., Ltd and Guangdong Wanhe Construction Engineering Co., Ltd, which engage in construction services, have obtained Certificates for Construction Qualification and Safety Production Licenses; (v) Youxiao Chef (Beijing) Catering Co., Ltd. and nine subsidiaries of Beijing Kuanneng Technology Co., Ltd, which engage in catering services, have obtained food operation licenses; and (vi) most of Ucommune’s self-operated model spaces have completed the required as-built acceptance check on fire prevention or fire safety filing. However, a small number of Ucommune’s self-operated model spaces have not completed such as-built acceptance check on fire prevention or fire safety filing. Ucommune’s spaces that fail to complete such as-built acceptance check on fire prevention as required by relevant laws and regulations may be ordered by the relevant government authorities to cease business. As a result, Ucommune may be subject to fines ranging from RMB30,000 to RMB300,000 per space, and Ucommune’s spaces

that fail to complete such fire safety filing as required may be subject to fines of up to RMB5,000 per space. Based on relevant laws and regulations and Ucommune’s consultation with relevant government authorities, and as advised by Ucommune’s PRC counsel, the maximum amount of potential fines arising from the incompletion of the required as-built acceptance check on fire prevention and fire safety filing is approximately RMB0.6 million, as of the date of this prospectus. However, Ucommune has not received any material fines or penalties for such non-compliance.

Apart from the above, the Parent cannot assure you that the PRC subsidiaries and the VIEs will be able to maintain existing licenses, permits and approvals or that the government authorities will not subsequently require the PRC subsidiaries and VIEs to obtain any additional licenses, permits and approvals. If the PRC subsidiaries and the VIEs fail to obtain the necessary licenses, permits and approvals or inadvertently conclude that any permissions or approvals are not required, or if applicable laws, regulations, or interpretations change and the PRC subsidiaries or the VIEs are required to obtain such permissions or approvals in the future, the PRC subsidiaries and the VIEs may be subject to fines, confiscation of revenues generated from incompliant operations or the suspension of relevant operations. The PRC subsidiaries and the VIEs may also experience adverse publicity arising from such non-compliance with government regulations that negatively impact Ucommune’s brand. See “Risk Factors — Risks Relating to Doing Business in China — Any lack of requisite approvals, licenses or permits applicable to Ucommune’s business may materially adversely affect its business, financial condition and results of operations.”

Based on PRC laws and regulations in effect as of the date of this prospectus and the legal advice of Ucommune’s PRC legal counsel, Jingtian & Gongcheng, and subject to different interpretations of these laws and regulations that may be adopted by PRC authorities, the Parent believes the Parent, its subsidiaries and the VIEs are not required to obtain approvals from any PRC government authorities, including the CSRC, the CAC or any other government entity, to offer securities to foreign investors. As a result, the Parent, its subsidiaries and the VIEs have not submitted any application to the CSRC, the CAC or other PRC authorities for approval. As of the date of this prospectus, the Parent, its subsidiaries and the VIEs have not received any inquiry, notice, warning or official objection from the CSRC, the CAC or any other PRC authorities. However, the relevant PRC government agencies could reach a different conclusion, applicable laws, regulations, or interpretations could change and the Parent, its subsidiaries and the VIEs could be required to obtain such approvals in the future. If any approval, review or other procedure is in fact required, the Parent, its subsidiaries and the VIEs are not able to guarantee that they will obtain such approval or complete such review or other procedure in a timely manner or at all. Any approval that the Parent, its subsidiaries and the VIEs may be able to obtain could nevertheless be revoked and the terms of its issuance may impose restrictions on Ucommune’s operations and the Parent’s offerings relating to its securities.

On July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions. The Opinions stressed the need to strengthen the administration over illegal securities activities and the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to deal with the risks and incidents of China-related overseas listed companies.

On December 24, 2021, the State Council published the draft Administrative Provisions on the Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments), or the Administrative Provisions, and the CSRC published the draft Measures for Record-filings of the Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments), or the Administrative Measures, for public comment. Pursuant to the Administrative Provisions, domestic enterprises that (i) offer shares, depository receipts, convertible notes or other equity securities overseas, or (ii) list securities on an overseas stock exchange, must complete record-filing procedures and report the relevant information to the CSRC. The CSRC shall determine the record-filing method.

Pursuant to the Administrative Measures, domestic enterprises that directly or indirectly offer or list securities on an overseas stock exchange shall file with the CSRC within three business days after submitting their initial public offering and/or listing application documents. Issuers already listed on an overseas stock exchange which offer securities to be listed on an overseas stock exchange shall file with the CSRC within three business days after the completion of such offering.

In accordance with a set of questions and answers published on the CSRC’s official website concurrently released with draft Administrative Provisions and Administrative Measures, a CSRC official indicated that the filing requirements proposed under such rules, once effective, will apply to future offerings and listings, including initial public offerings and follow-on offerings. Other filing requirements applicable to offerings and listings completed before such rules become effective will be separately provided and enacted with a sufficient interim period.

Considering that: (i) the Administrative Provisions and Administrative Measures are currently in draft form and have not yet become effective; (ii) no explicit provisions under currently effective PRC laws, regulations and rules clearly provide that indirect listing and offering through contractual arrangements, such as the Parent’s, are required to obtain approvals from PRC authorities, and (iii) the CSRC has not yet published any approvals or filing requirements applicable to listings, offerings and resale of securities completed before such rules become effective, the Parent believes this resale and the issuance of its ordinary shares upon exercise of the warrants are not subject to the approval of the CSRC or other equivalent PRC government authorities.

However, there remain substantial uncertainties as to whether and what requirements, including filing obligations, will be imposed on the Parent, its subsidiaries and the VIEs in the future. There is also a lack of clarity on the filing procedure, requirement and timeline, which may not be resolved until the Administrative Provisions and Administrative Measures become effective. If the Administrative Provisions and Administrative Measures come into effect in the current form before the completion of this resale and the issuance of the Parent’s Class A ordinary shares upon exercise of the warrants, or the competent authorities later provide other filing requirements applicable to the Parent, the Parent may be required to make a filing with the CSRC. On December 27, 2021, NDRC and MOFCOM jointly issued the Special Administrative Measures for Entry of Foreign Investment (Negative List) (2021 Version), or the Negative List, which became effective and replaced the previous version on January 1, 2022. According to the Negative List, domestic enterprises engaging in businesses in which foreign investment is prohibited shall obtain approval from the relevant authorities before offering and listing their shares on an overseas stock exchange. In addition, certain foreign investors shall not be involved in the operation or management of the relevant enterprise, and shareholding percentage restrictions under relevant domestic securities investment management regulations shall apply to such foreign investors. Since none of the PRC subsidiaries or the VIEs engages in businesses in which foreign investment is prohibited, the Parent believe that the PRC subsidiaries and the VIEs are not required to obtain such approval under the Negative List.

On November 14, 2021, the CAC promulgated the draft Regulations on the Administration of Cyber Data Security (Draft for Comments), or the Draft CAC Regulation, which has not yet become effective. The Draft CAC Regulation provides that data processors that conduct the following activities must apply for cybersecurity review: (i) merger, reorganization or spin-off of Internet platform operators holding a large amount of data resources related to national security, economic development or public interests, which may have an adverse effect on national security; (ii) data processors intending to list their securities on a foreign stock exchange that handle personal information of more than one million people; (iii) data processors intending to list their securities on a stock exchange in Hong Kong which may have an adverse effect on national security; and (iv) other data processing activities that may have an adverse effect on national security.

On December 28, 2021, the CAC, jointly with other 12 governmental authorities, promulgated the revised Cybersecurity Review Measures (2021), which became effective on February 15, 2022. According to the Cybersecurity Review Measures (2021), critical information infrastructure operators that intend to purchase internet products and services which may have an adverse effect on national security must apply for cybersecurity review. Meanwhile, online platform operators holding personal information of over one million users that intend to list their securities on a foreign stock exchange must apply for cybersecurity review.

The Parent is of the view that the such requirement for cybersecurity review under the Draft CAC Regulation, if effective in the current form, and revised Cybersecurity Review Measures (2021), are not applicable to the PRC subsidiaries or the VIEs, primarily because, as of the date of the Prospectus, neither the PRC subsidiaries nor the VIEs: (i) have received any notice or determination from competent PRC governmental authorities identifying them as a critical information infrastructure operator; (ii) hold or process personal information of over one million users; and (iii) have received any investigation, notice, warning, or sanctions from applicable government authorities in relation to national security. However, the relevant PRC government agencies could reach a different conclusion, applicable laws, regulations, or interpretations could change and the PRC subsidiaries and the VIEs could be required to obtain such approvals in the future.

The Parent has been closely monitoring the development in the regulatory landscape in China, particularly regarding the requirement of approvals, including on a retrospective basis, from the CSRC, the CAC or other PRC authorities. If the CSRC, the CAC or another PRC authority subsequently determines that its approval was needed for the Business Combination, follow-on public offering or Warrants offerings of the Parent, or such approval is needed for this resale or the issuance of the Parent’s Class A ordinary shares upon exercise of the warrants, for future offerings, or for maintaining the Parent’s status as a publicly listed company outside China, the Parent may face adverse actions or sanctions by the CSRC, the CAC or other PRC regulatory agencies. In any such event, these regulatory agencies may impose fines and penalties on the Parent’s operations in China, limit its operating privileges in China, delay or restrict the repatriation of the proceeds from the Parent’s previous public offerings into the PRC or take other actions that could materially adversely affect Ucommune’s business, financial condition, results of operations, reputation and prospects, as well as the trading price of the Parent’s Class A ordinary shares. See “Risk Factors — Risks Relating to Doing Business in China — Although the Parent believes that PRC government approval is not required for this offering, PRC government authorities could reach a different conclusion. In addition, similar rules could restrict or require additional approvals for public offerings, including this offering and the issuance of the Parent’s Class A ordinary shares upon exercise of the warrants, or for maintaining the Parent’s status as a publicly listed company outside China” and “Risk Factors — Risks Relating to Doing Business in China — The Chinese government exerts substantial influence over the manner in which Ucommune must conduct its business activities and may intervene or influence its operations at any time, which could result in a material change in its operations and the value of the Parent’s Class A ordinary shares.”

To the extent cash is located in the PRC or within a PRC domiciled entity and may need to be used to fund operations outside of the PRC, the funds may not be available due to limitations placed on the Parent, the PRC subsidiaries and the VIEs by the PRC government. To the extent cash in the business is in the PRC or a PRC entity, the funds may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of the Parent, its subsidiaries or the VIEs by the PRC government to transfer cash. See “Risk Factors — Risks Relating to Doing Business in China — If the PRC government determines that the contractual arrangements constituting part of the VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, the securities registered in this prospectus may decline in value or become worthless.”

Cash may be transferred within the group in the following manner: (i) the Parent may transfer funds to its subsidiaries, including the PRC subsidiaries, by way of capital contributions or loans; (ii) the Parent and its subsidiaries may provide loans to the VIEs and vice versa; (iii) funds may be transferred from the VIEs to the WFOEs, as service fees for services contemplated by the VIE agreements; and (iv) the Parent’s subsidiaries, including the WFOEs, may make dividends or other distributions to the Parent. Neither the Parent nor its subsidiaries are able to make direct capital contributions to the VIEs or their respective subsidiaries, and the VIEs are not able to make dividends or other distributions to the Parent. See “Selected Combined and Consolidated Financial Data and Operating Data — Selected Condensed Combined and Consolidated Financial Statement Information of Parent, the VIEs, the WFOEs, the HK Subsidiaries and other Subsidiaries.”

Ucommune has established stringent controls and procedures for cash flows within Ucommune’s organization based on internal cash management policies. Each transfer of cash among the Parent, its subsidiaries and the VIEs is subject to internal approval. To effect a cash transfer, a number of steps are needed, including but not limited to the issuance of payment receipt, logging into the online banking system and completing its verification process, inspection of the invoice, and payment execution. Only the finance department is authorized to make cash transfers. Within the finance department, the roles of payment approval, payment execution, record keeping, and auditing are segregated to minimize risk. See “Prospectus Summary — Ucommune’s Corporate Structure.”

Since January 1, 2018, cash has been transferred through the group in terms of loans; there have been no other transfers, dividends or distributions made to date between the Parent as the holding company, its subsidiaries and the consolidated VIEs, or to investors; and there have been no other cash flows and transfers of other assets by type that have occurred between the Parent as the holding company, its subsidiaries, and the consolidated VIEs. As of the date of this prospectus, none of the Parent’s subsidiaries had distributed any dividends or made any other distributions to the Parent. As of the same date, the Parent had not distributed any dividends or made any other distributions to U.S. investors. See “Summary Combined and Consolidated Financial Data and Operating Data — Summary Condensed Combined and Consolidated Financial Statement Information of

Parent, the VIEs, the WFOEs, the HK Subsidiaries and other Subsidiaries — Inter-group balances due from VIEs/Subsidiaries — Intercompany loan lent.” The WFOEs and the VIEs do not intend to distribute earnings or settle amounts owed under the VIE agreements.

As an offshore holding company, the Parent may use the proceeds of its offshore fund-raising activities to provide loans or make capital contributions to the PRC subsidiaries or provide loans to the consolidated VIEs, in each case subject to the satisfaction of applicable regulatory requirements. Before the Parent or its offshore entities provide loans to their onshore entities (i.e. the PRC subsidiaries and the VIE entities), the borrower must make filings with the SAFE or its local counterparts in accordance with relevant PRC laws and regulations. In addition, in accordance with the Notice on Promoting the Reform of the Filing and Registration System for Issuance of Foreign Debt by Corporates issued by the NDRC on September 14, 2015, or the NDRC Circular, for loans provided by the Parent or its offshore entities to their PRC subsidiaries or the VIE entities with a term of more than one year, the borrower must also obtain a certificate of registration from the NDRC before obtaining such loan, and report relevant information to the NDRC afterward.

In August 2020, Ucommune Venture entered into a loan agreement with Ucommune HK, under which Ucommune HK agreed to provide loans of up to a total of US$60 million to Ucommune Venture and Ucommune Venture could drawdown the loans in multiple tranches (up to an aggregate of US$60 million) within three years from the date of the first drawdown. Thereafter, both parties entered into two supplement agreements in January 2021 and March 2021. As of the date of this prospectus, Ucommune HK has provided a total of US$41 million in loans to Ucommune Venture, of which US$4 million have been repaid, under such loan agreements since the completion of the Business Combination in November 2020, using proceeds from the Parent’s previous PIPE financing and follow-on offerings. Such loans were included in intercompany loans, and disclosed as roll-forwards of the investment in subsidiaries and VIEs. Ucommune Venture has completed the filing procedure with Beijing Foreign Exchange Management Department, a local branch of SAFE, but has not yet made the registration with the NDRC. The NDRC Circular does not expressly state the legal consequences for such non-compliance. However, the NDRC has indicated in several public notices on its website that punitive measures, such the credit discipline, public criticism and suspension from applying for registration in the future, might be imposed on the such enterprises. As of the date of this prospectus, Ucommune Venture has not received any inquiry, notice, warning or sanction from the NDRC in relation to this loan.

The PRC subsidiaries and the VIE entities that receive the loans are only allowed to use the loans for the purposes set forth in these laws and regulations. See “Risk Factors — Risks Relating to Doing Business in China — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay the Parent from using the proceeds of securities offerings to make loans or additional capital contributions to the PRC subsidiaries, which could materially adversely affect the Parent’s liquidity and the Parent’s ability to fund and expand Ucommune’s business.”

The Parent, its subsidiaries and the VIEs are subject to restrictions on foreign exchange and their ability to transfer cash between entities, across borders, and to U.S. investors. Under PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, the PRC subsidiaries and the VIEs need to obtain SAFE approval to use cash generated from operations to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. See “Risk Factors — Risks Relating to Doing Business in China — Governmental control of currency conversion may limit the ability of the Parent, its subsidiaries and the VIEs to utilize net revenue effectively and their ability to transfer cash among the group, across borders, and to investors and affect the value of your investment.”

The PRC subsidiaries may pay dividends to their shareholders, which are the Parent’s subsidiaries incorporated in Hong Kong and indirectly wholly-owned by the Parent, out of their retained earnings. As of the date of this prospectus, none of the Parent’s subsidiaries had distributed any dividends or made any other distributions to the Parent or Ucommune Group Holdings. As of the same date, the Parent had not distributed any dividends or made any other distributions to U.S. investors. The PRC subsidiaries and the VIEs are subject to restrictions and

limitations on their ability to distribute earnings from their businesses to the Parent and U.S. investors as well as their ability to settle amounts owed under the VIE agreements. The PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. PRC regulations permit a PRC subsidiary to pay dividends to its shareholders only out of its accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of the PRC subsidiaries and the VIEs is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. See “Risk Factors — Risks Relating to Doing Business in China — The Parent may rely on dividends and other distributions on equity paid by the PRC subsidiaries to fund any cash and financing requirements Ucommune may have, and any limitation on the ability of the PRC subsidiaries to make payments to the Parent could materially adversely affect Ucommune’s ability to conduct its business.”

Pursuant to the HFCAA, on December 16, 2021, the PCAOB issued its report notifying the SEC of its determination that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong. As of the date hereof, the Parent’s auditor, Marcum Bernstein & Pinchuk LLP, is not among the auditor firms listed on the HFCAA determination list, which list notes all of the auditor firms that the PCAOB is not able to inspect. However, trading in the Parent’s securities on any U.S. stock exchange or the U.S. over-the-counter market may be prohibited under the HFCAA if the PCAOB, determines that it cannot inspect the workpapers prepared by the Parent’s auditor and that as a result an exchange may determine to delist the Parent’s securities. See “Risk Factors — Risks Relating to Doing Business in China — Trading in the Parent’s securities on any U.S. stock exchange or the U.S. over-the-counter market may be prohibited under the HFCAA or the Accelerating Holding Foreign Companies Accountable Act if the SEC subsequently determines the Parent’s audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist the Parent’s securities, and the Parent’s securities may be prohibited from being traded over-the-counter.”

Ucommune’s History and Corporate Structure

Ucommune’s Corporate History

Ucommune International Ltd has been the ultimate holding company since November 2020 after the completion of the Business Combination. Ucommune International Ltd was incorporated in the Cayman Islands on June 16, 2020 as an exempted company with limited liability.

Ucommune commenced operations in April 2015 through Ucommune Venture. Ucommune expanded its operations beyond Greater China to Singapore in July 2017. Ucommune entered into New York market through the space operated by Ucommune’s associate in April 2018. In August 2018, Ucommune established Beijing U Bazaar.

Ucommune underwent a series of restructuring transactions, which primarily included the following:

•        In September 2018, Ucommune Group Holdings was incorporated under the laws of the Cayman Islands.

•        In December 2018, Ucommune HK was incorporated under the laws of Hong Kong.

•        In January 2019, Ucommune Technology was incorporated in the PRC as a wholly owned subsidiary of Ucommune HK.

•        In May 2019, Ucommune Technology entered into a series of contractual arrangements with Ucommune Venture as well as its shareholders, and the contractual arrangements were renewed in July 2019 and in November 2019.

•        In May 2019, Ucommune Technology entered into a series of contractual arrangements with Beijing U Bazaar as well as its shareholder. The Parent is the primary beneficiary under contractual arrangements with Ucommune Venture and Beijing U Bazaar and their respective subsidiaries.

In May 2019, Ucommune acquired Melo Inc., a holding company incorporated under the laws of Delaware. Beijing Melo, a company engaging in smart office systems development, is a wholly-owned subsidiary of Melo Inc. Ucommune believes the acquisition strengthens its technology capability and enables it to provide advanced office solutions to its members. Beijing Melo entered into a series of contractual arrangements with Weixue Tianxia, a company incorporated in the PRC in December 2017, as well as its respective shareholders, under which the Parent is the primary beneficiary of Weixue Tianxia.

On November 17, 2020, Ucommune consummated a business combination pursuant to a merger agreement with Orisun Acquisition Corp. and certain other parties. Upon completion of the Business Combination, the combined company, or Ucommune International Ltd, remains as the surviving publicly traded entity. Following the business combination, Ucommune Group Holdings became a wholly owned subsidiary of Ucommune International Ltd.

Starting from November 17, 2020, the Parent’s Class A ordinary shares are listed on the Nasdaq Capital Market under the symbol “UK” and the warrants of the Parent, expiring on November 17, 2025, are listed on the Nasdaq under the symbol “UKOMW.”

The Parent is regarded as the primary beneficiary of each of Ucommune Venture, Beijing U Bazaar and Weixue Tianxia and their respective subsidiaries. The Parent treats them as its consolidated affiliated entities under with U.S. GAAP and have consolidated the financial results of these entities in the combined and consolidated financial statements in accordance with U.S. GAAP.

In this prospectus, each of Ucommune Technology and Beijing Melo is referred to as the WFOE, and each of Ucommune Venture, Beijing U Bazaar and Weixue Tianxia and their subsidiaries is referred to as the VIE under which the Parent is the primary beneficiary. For more details and risks related to the VIE structure, see “Corporate History and Structure — Contractual Arrangements with the VIEs and Their Respective Shareholders” and “Risk Factors — Risks Relating to the Corporate Structure.”

On April 21, 2022, shareholders of the Parent approved a share consolidation of 20 ordinary shares with par value of US$0.0001 each in the Parent’s issued and unissued share capital into one ordinary share with par value of US$0.002 each of the Parent, or the Share Consolidation, at an extraordinary general meeting, or the Meeting, by ordinary resolutions. As a result, the Share Consolidation became effective at 5 P.M. on April 21, 2022, U.S. Eastern time, and the Class A ordinary shares began trading on a post-Share Consolidation basis on the Nasdaq Capital Market when the market opened on the next business trading day under the same symbol “UK” but under a new CUSIP number of G9449A 209. No fractional shares were issued in connection with the Share Consolidation. All fractional shares were rounded up to the whole number of shares. Each twenty pre-split ordinary shares outstanding automatically combined and converted to one issued and outstanding ordinary share without any action on the part of the shareholders, and the terms of the outstanding warrants, unit purchase options, senior convertible debentures and awards under share incentive plans of the Parent were adjusted automatically without any action on the part of the holders of those warrants, unit purchase options, senior convertible debentures and awards under share incentive plans. Immediately following the Share Consolidation, the authorized share capital of the Parent became US$50,000.00 divided into 25,000,000 ordinary shares of par value of US$0.002 each, comprising (a) 20,000,000 Class A ordinary shares of par value of US$0.002 each and (b) 5,000,000 Class B ordinary shares of par value of US$0.002 each.

From a Cayman Islands legal perspective, the Share Consolidation does not have any retroactive effect on the Parent’s shares prior to the effective date on April 21, 2022. However, references to the Parent’s ordinary shares in this registration statement are stated as having been retroactively adjusted and restated to give effect to the Share Consolidation, as if the Share Consolidation had occurred by the relevant earlier date. As a result of the Share Consolidation, the Parent’s issued and outstanding ordinary shares have been retroactively adjusted, where applicable, in this registration statement to give effect to the Share Consolidation of the ordinary shares of the Parent, as if it had occurred at the beginning of the earlier period presented.

On February 2, 2021, the Parent completed a follow-on offering of 4,938,271 Class A ordinary shares and warrants to purchase 4,938,271 Class A ordinary shares at a combined offering price of US$4.05 for one Class A ordinary share and one firm warrant to purchase one Class A ordinary share (or, 246,914 Class A ordinary shares and warrants to purchase 246,914 Class A ordinary shares at a combined offering price of US$81.00 for 0.05 Class A ordinary shares and one firm warrant to purchase 0.05 ordinary shares if retroactively adjusted to reflect the 20-to-1 Share Consolidation effected on April 21, 2022), or the base offering. The warrants will expire on February 2, 2026. The underwriter in this offering exercised its option in full to purchase an additional 740,740 warrants to purchase ordinary shares at an offering price of US$0.01 per warrant, which closed concurrently with the base offering.

On March 18, 2021, the Parent filed a registration statement on Form F-1 (File No. 333-254442), as amended, to which a prospectus forms a part, related to (i) the resale from time to time of an aggregate of 6,030,670 Class A ordinary shares (or, 301,538 Class A ordinary shares if retroactively adjusted to reflect the 20-to-1 Share

Consolidation effected on April 21, 2022) issued by the Parent to certain investors in a PIPE investment in connection with Business Combination, (ii) the issuance by the Parent of (a) up to 2,336,612 Class A ordinary shares (or, 116,831 Class A ordinary shares if retroactively adjusted to reflect the Share Consolidation) upon the exercise of outstanding warrants, each exercisable to purchase one-half of one Class A ordinary share at a price of US$11.50 per share (or, exercisable to purchase 0.025 Class A ordinary shares at a price of US$230.00 per share if retroactively adjusted to reflect the Share Consolidation), expiring on November 17, 2025 and (b) up to 5,679,011 Class A ordinary shares upon the exercise of outstanding warrants, each exercisable to purchase one Class A ordinary share at a price of US$4.05 per share (or, up to 283,951 Class A ordinary shares upon the exercise of outstanding warrants, each exercisable to purchase 0.05 Class A ordinary share at a price of US$81.00 per share if retroactively adjusted to reflect the Share Consolidation), expiring on February 2, 2026, and (iii) the issuance by the Parent of (a) 333,002 Class A ordinary shares (or, 16,651 Class A ordinary shares if retroactively adjusted to reflect the Share Consolidation) upon the exercise of unit purchase options, or the UPOs, (b) 333,002 warrants to purchase an additional 166,501 Class A ordinary shares (or, 8,326 Class A ordinary shares if retroactively adjusted to reflect the Share Consolidation) upon the exercise of the UPOs, or the UPO Warrants, (c) 333,002 rights to convert to an additional 33,300 Class A ordinary shares (or, 1,665 Class A ordinary shares if retroactively adjusted to reflect the Share Consolidation) upon the exercise of the UPOs, or the UPO Rights, (d) 166,501 Class A ordinary shares (or, 8,326 Class A ordinary shares if retroactively adjusted to reflect the Share Consolidation) upon the exercise of the UPO Warrants and (e) 33,300 Class A ordinary shares (or, 1,665 Class A ordinary shares if retroactively adjusted to reflect the Share Consolidation) upon the conversion of the UPO Rights. The registration statement became effective on March 22, 2021. On July 2, 2021, the Parent withdrew such registration statement. Securities registered therein, together with other securities registered herein, will be offered pursuant to this registration statement (File No. 333-257664), to which a prospectus forms a part.

Corporate Information

Ucommune’s principal executive offices are located at Floor 8, Tower D, No.2 Guang Hua Road, Chaoyang District, Beijing, People’s Republic of China. Ucommune’s telephone number at this address is +8610 6506-7789.

The Parent’s registered office in the Cayman Islands is located at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The Parent’s agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

Investors should contact Ucommune for any inquiries through the address and telephone number of its principal executive office. Ucommune’s principal website is https://www.ucommune.com/. The information contained on its website is not a part of this prospectus.

Conventions Which Apply to this Prospectus

Except where the context otherwise requires and for purposes of this prospectus only:

•        “AI” refers to artificial intelligence;

•        “app” refers to mobile app;

•        “Business Combination” refers to (1) reincorporation of Orisun Acquisition Corp in Cayman Islands by merging with and into Ucommune; and (2) merger of Everstone International Ltd, a Cayman Islands exempted company, with and into Ucommune Group Holdings, resulting in Ucommune Group Holdings being a wholly owned subsidiary of the Parent.

•        “CAGR” refers to compound annual growth rate;

•        “China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan, Hong Kong and the Macau Special Administrative Region;

•        “Class A ordinary shares” refers to the Class A ordinary shares, par value US$0.0001 per share prior to Share Consolidation (or, US$0.002 per share after the effectiveness of Share Consolidation), of the Parent, carrying one vote per share;

•        “Class B ordinary shares” refers to the Class B ordinary shares, par value US$0.0001 per share prior to Share Consolidation (or, US$0.002 per share after the effectiveness of Share Consolidation), of the Parent, carrying 15 votes per share;

•        “Frost & Sullivan” refers to Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., a third-party industry research firm;

•        “Generation Z” refers to the demographic cohort in China of individuals born from 1990 to 2009;

•        “GMV” refers to gross merchandize value;

•        “Greater China” refers to, for the purpose of this prospectus only, China as well as Hong Kong, Macau Special Administrative Region and Taiwan;

•        “Hong Kong” or “HK” refers to the Hong Kong Special Administrative Region of the PRC;

•        “individual members using workstations” refers to the individuals that use Ucommune’s workstations under a membership agreement as of a given date, excluding the individuals that have access to a workstation on as-needed basis;

•        “IOT” refers to internet of things;

•        “IT” refers to information technology;

•        “mature spaces” refers to spaces that have been open for more than 24 months;

•        “members” refers to the individuals and enterprises that have registered on U Bazaar and have received reward points as of a given date;

•        “new tier-1 cities” refers to the relatively developed cities following the tier-1 cities: Chengdu, Hangzhou, Nanjing, Qingdao, Kunming, Shenyang, Tianjin, Wuhan, Xi’an, Changsha, Chongqing, Suzhou, Ningbo, Zhengzhou and Dongguan;

•        “ordinary shares” refers to the Class A ordinary shares and the Class B ordinary shares, both of par value US$0.0001 per share prior to Share Consolidation (or, US$0.002 per share after the effectiveness of Share Consolidation);

•        “PIPE investment” refers to the investment of US$60.9 million in by certain backstop investors in connection with the Business Combination.

•        “PRC subsidiaries” refers to the Parent’s subsidiaries incorporated in the PRC, including the WFOEs;

•        “RMB” or “Renminbi” refers to the legal currency of the PRC;

•        “SME” refers to small and medium enterprises;

•        “space(s) operated by Ucommune’s associate(s)” refers to the co-working space(s) in which Ucommune has a minority interest investment but are operated by Ucommune’s associate(s); and Ucommune accounts for its investment under the equity method but does not consolidate the revenue of such spaces into the combined and consolidated financial statements;

•        “tier-1 cities” refers to the most developed cities in the PRC: Beijing, Shanghai, Guangzhou and Shenzhen;

•        “Ucommune” or the “group” refers to the Parent, its subsidiaries and, in the context of describing the operations and combined and consolidated financial statements, the consolidated VIEs;

•        “US$,” “dollars” or “U.S. dollars” refers to the legal currency of the United States;

•        “variable interest entities” or “VIEs” refers to Ucommune Venture, Beijing U Bazaar and Weixue Tianxia (including each of their consolidated subsidiaries in China, if any), which are PRC companies in which the Parent does not have equity interests but whose financial results have been consolidated into the combined and consolidated financial statements in accordance U.S. GAAP due to the Parent being the primary beneficiary of, such entities;

•        “WFOEs” refers to Ucommune Technology and Beijing Melo, both are the Parent’s wholly foreign owned entities domiciled in China;

•        “2019 plan” refers to a share incentive plan the Parent adopted on August 22, 2019; and

•        “2020 plan” refers to a share incentive plan the Parent adopted in November 17, 2020, to assume and replace the 2019 plan.

Unless otherwise noted, all statistics with respect to Ucommune’s co-working spaces, cities covered by its co-working space network, managed area of co-working spaces, workstations, occupancy rates and members exclude the spaces operated by Ucommune’s associates.

Certain amounts, percentages and other figures, such as key operating data, presented in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals, dollars or percentages may not represent the arithmetic summation or calculation of the figures that accompany them.

Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus are made at RMB6.3726 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2021. The Parent makes no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. On May 13, 2022, the noon buying rate for Renminbi was RMB6.7880 to US$1.00.

This prospectus contains information derived from various public sources and certain information from an industry report commissioned by Ucommune and prepared by Frost & Sullivan, a third-party industry research firm, to provide information regarding its industry and market position. Such information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. The industry in which Ucommune operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” section. These and other factors could cause the results to differ materially from those expressed in these publications and reports.

(2)      Par value of ordinary shares, additional paid-in capital and share data have been retroactively restated to give effect to the reverse recapitalization, see Note 1(a) to the combined and consolidated financial statements. Further, the ordinary shares are presented on a retroactive basis to reflect the Parent’s Share Consolidation on April 21, 2022 (see Note 26 to the combined and consolidated financial statements).

The following table presents the summary combined and consolidated balance sheet data as of December 31, 2019, 2020 and 2021.

The following table presents the summary combined and consolidated cash flow data for the years ended December 31, 2019, 2020 and 2021.

Non-GAAP Financial Measures

To supplement the combined and consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, the Parent uses the following non-GAAP financial measures for the combined and consolidated results: EBITDA (including EBITDA margin), adjusted EBITDA (including adjusted EBITDA margin) and adjusted net loss. The Parent believes that EBITDA, adjusted EBITDA and adjusted net loss help understand and evaluate its core operating performance.

EBITDA, adjusted EBITDA and adjusted net loss are presented to enhance investors’ overall understanding of Ucommune’s financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. Investors are encouraged to review the reconciliation of the historical non-GAAP financial measures to their most directly comparable GAAP financial measures. As EBITDA, adjusted EBITDA and adjusted net loss have material limitations as analytical metrics and may not be calculated in the same manner by all companies, they may not be comparable to other similarly titled measures used by other companies.

In light of the foregoing limitations, you should not consider EBITDA, adjusted EBITDA and adjusted net loss as substitutes for, or superior to, net loss prepared in accordance with U.S. GAAP. The Parent encourages investors and others to review its financial information in its entirety and not rely on any single financial measure. For more information on these non-GAAP financial measures, see the table below.

EBITDA represents net loss before interest expense, net, provision for income taxes, depreciation of property and equipment and amortization of intangible assets.

Adjusted EBITDA represents net loss before (i) interest expense, net, other expense/(income), net, provision for income taxes and loss on disposal of subsidiaries and (ii) certain non-cash expenses, consisting of share-based compensation expense, impairment loss on long-term investments, impairment loss on long-lived assets and long-term prepaid expenses, impairment loss on goodwill, depreciation of property and equipment, amortization of intangible assets, change in fair value of warrant liability and change in fair value of liabilities to be settled in shares, which the Parent does not believe are reflective of Ucommune’s core operating performance during the periods presented.

Adjusted net loss represents net loss before share-based compensation expense, impairment loss on long-lived assets and long-term prepaid expenses, impairment loss on long-term investments, impairment loss on goodwill, change in fair value of warrant liability, change in fair value of liabilities to be settled in shares and loss/(gain) on disposal of subsidiaries.

The following table sets forth a reconciliation of net loss to EBITDA and adjusted EBITDA for the periods indicated:

The table below sets forth a reconciliation of net loss to adjusted net loss for the periods indicated: