- Ucommune is the largest agile office space manager and
co-working community operator in China. Its early investors include Sequoia
Capital China, Matrix Partners China, Sinovation Ventures, and
ZhenFund.
- Ucommune and Orisun entered into a merger agreement in
June 2020. The transaction is
expected to close in Q4 2020.
- On August 18, 2020, Ucommune and
Orisun received $53 million of
backstop investment commitments from 14 investors, including
leading technology companies and prominent entrepreneurs in
China.
- Backstop investors have the option to either acquire Orisun's
common stock in open market purchases prior to the closing of the
business combination, or to purchase common shares in a private
placement from the combined company at $10.10 per share at the time of the merger
closing.
NEW YORK, Aug. 24, 2020 /PRNewswire/ -- Orisun
Acquisition Corp. ("Orisun") (NASDAQ: ORSN, ORSNU, ORSNW,
ORSNR), a special purpose acquisition company, announced today
that, together with Ucommune International Ltd, it has entered
into backstop agreements with 14 investors. The investors agreed to
invest no less than $53 million by
either (i) acquiring Orisun's common stock in the open market
or in private transactions prior to the closing of the business
combination at the then prevailing market price of the shares, or
(ii) acquiring common shares in a private placement
concurrently with the closing of the business combination at
$10.10 per share.
"Securing the backstop commitment is an important milestone. It
will allow us to execute our growth strategy and strengthen our
market leading position," said Dr. Daqing
Mao, founder of Ucommune Group Holdings Limited.
Wei Chen, Chairwoman of Orisun
commented, "With the $53 million
backstop investment commitment, we look forward to working with
Ucommune team towards a smooth closing in Q4 2020."
About Ucommune
Founded in 2015, Ucommune has created a large-scale intelligent
agile office ecosystem where its members can leverage its network
to reach their full potential and collectively create maximum
value. As of June 30, 2020, Ucommune
had successfully built an agile office space network consisting of
185 (153 spaces in operation) spaces across 47 cities in
Greater China and Singapore with approximately 28,700 enterprise
members and 822,600 individual members. Ucommune's offline agile
office space services include self-operated models of U Space, U
Studio and U Design, as well as asset-light models U Brand and U
Partner.
About Orisun Acquisition Corp.
Orisun Acquisition Corp. is incorporated in the State of Delaware as a blank check company for
the purpose of entering into a merger, share exchange, asset
acquisition, share purchase, recapitalization, reorganization or
similar business combination with one or more businesses or
entities. The Company's efforts to identify a prospective target
business have not been limited to a particular industry or
geographic region.
Forward-Looking Statements
This press release contains, and certain oral statements made by
representatives of Orisun, Ucommune, and their respective
affiliates, from time to time may contain, "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. Orisun's and
Ucommune's actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events.
Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "might" and
"continues," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, Orisun's and Ucommune's expectations
with respect to future performance and anticipated financial
impacts of the business combination, the satisfaction of the
closing conditions to the business combination and the timing of
the completion of the business combination. These forward-looking
statements involve significant risks and uncertainties that could
cause actual results to differ materially from expected results.
Most of these factors are outside the control of Orisun or Ucommune
and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the share exchange agreement relating to the
proposed business combination; (2) the outcome of any legal
proceedings that may be instituted against Orisun or Ucommune
following the announcement of the share exchange agreement and the
transactions contemplated therein; (3) the inability to complete
the business combination, including due to failure to obtain
approval of the shareholders of Orisun or other conditions to
closing in the share exchange agreement; (4) delays in obtaining or
the inability to obtain necessary regulatory approvals (including
approval from insurance regulators) required to complete the
transactions contemplated by the share exchange agreement; (5) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the share exchange agreement or
could otherwise cause the transaction to fail to close; (6) the
inability to obtain or maintain the listing of the post-acquisition
company's ordinary shares on NASDAQ following the business
combination; (7) the risk that the business combination disrupts
current plans and operations as a result of the announcement and
consummation of the business combination; (8) the ability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably and retain its key employees; (9) costs related to the
business combination; (10) changes in applicable laws or
regulations; (11) the possibility that Ucommune or the combined
company may be adversely affected by other economic, business,
and/or competitive factors; and (12) other risks and uncertainties
to be identified in Orisun's proxy statement (when available)
relating to the business combination, including those under "Risk
Factors" therein, and in other filings with the Securities and
Exchange Commission ("SEC") made by Orisun and Ucommune. Orisun and
Ucommune caution that the foregoing list of factors is not
exclusive. Orisun and Ucommune caution readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Neither Orisun or Ucommune undertakes or accepts
any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or
circumstances on which any such statement is based, subject to
applicable law. The information contained in any website referenced
herein is not, and shall not be deemed to be, part of or
incorporated into this press release.
Important Information
Ucommune Group Holdings Limited ("Ucommune"), Orisun Acquisition
Corp. ("Orisun"), Ucommune International Ltd, a wholly owned
subsidiary of Orisun, and their respective directors, executive
officers and employees and other persons may be deemed to be
participants in the solicitation of proxies from the holders of
Orisun ordinary shares in respect of the proposed transaction
described herein. Information about Orisun's directors and
executive officers and their ownership of Orisun's ordinary shares
is set forth in Orisun's Annual Report on Form 10-K filed with the
SEC, as modified or supplemented by any Form 3 or Form 4 filed with
the SEC since the date of such filing. Other information regarding
the interests of the participants in the proxy solicitation will be
included in the registration statement and proxy statement
pertaining to the proposed transaction when they become available.
These documents can be obtained free of charge from the sources
indicated below.
In connection with the transaction described herein, Ucommune
International Ltd has filed a registration statement on Form F-4
with SEC, which includes a preliminary proxy statement. Promptly
after the registration statement is declared effective by the SEC,
Orisun will mail the definitive proxy statement and a proxy card to
each stockholder entitled to vote at the special meeting relating
to the transaction. INVESTORS AND SECURITY HOLDERS OF ORISUN ARE
URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE TRANSACTION THAT ORISUN WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT ORISUN, UCOMMUNE AND THE TRANSACTION. The registration
statement and proxy statement and other relevant materials in
connection with the transaction (when they become available), and
any other documents filed by Orisun with the SEC, may be obtained
free of charge at the SEC's website (www.sec.gov) or by writing to
Orisun at 555 Madison Avenue, Room 543 New York, NY.
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SOURCE Orisun Acquisition Corp.