UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16 OR
15d-16 UNDER
THE SECURITIES EXCHANGE ACT
OF 1934
For the month of June 2023
Commission File Number:
001-39738
UCOMMUNE INTERNATIONAL LTD
(Exact name of registrant as
specified in its charter)
Floor
8, Tower D
No.
2 Guang Hua Road
Chaoyang District, Beijing
People’s
Republic of China, 100026
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
This current report on Form 6-K
(this “Form 6-K”) and all the exhibits to this Form 6-K are incorporated by reference into the registration statement on Form F-3 of Ucommune International Ltd (File No. 333-257664) and the registration statement on Form F-3 of Ucommune International Ltd
(File No. 333-266899), and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded
by documents or reports subsequently filed or furnished.
Amendment to Securities Purchase Agreement,
Debenture and Warrants
On January 26, 2022, Ucommune International Ltd
(the “Company” or “we”) entered into a securities purchase agreement (the “Securities Purchase Agreement”)
with JAK Opportunities LLC (the “Purchaser”) for a $3,000,000 principal amount 8% senior debenture convertible into Class
A ordinary shares (the “Debenture”) and three series of warrants to purchase Class A ordinary shares (the “Warrants”).
On March 1, 2022, the Company and the Purchaser
entered into amendment agreements (the “Initial Amendment Agreements”) to the Securities Purchase Agreement, Debenture and
Warrants to set a floor price of $0.30 per Class A ordinary share, par value of US$0.0001 each (the “Floor Price”) for the
conversion price of the Debenture and exercise price of the Warrants.
On April 22, 2022, the Company effected a share
consolidation of 20 ordinary shares with par value of US$0.0001 each in the Company’s issued and unissued share capital into one
ordinary share with par value of US$0.002 each of the Company (the “Share Consolidation”). Under the Initial Amendment Agreements,
the Floor Price shall be proportionately decreased upon a stock split or share subdivision of Class A ordinary shares, and proportionately
increased in the case of a reverse stock split or share combination of Class A ordinary shares. Following the Share Consolidation, the
Floor Price became $6.00 per Class A ordinary share, par value of US$0.002 per share.
On August 29, 2022, the Company and the Purchaser
entered into additional amendment agreements (the “Second Amendment Agreements”) to the Securities Purchase Agreement, Debenture
and Warrants to amend the conversion price of the Debenture, the exercise price of the Warrants and the Floor Price to $4.50 per Class
A ordinary share, par value of US$0.002 per share. The Second Amendment Agreements shall become effective on September 6, 2022, unless
Nasdaq objects to any of amendments therein prior to such date.
On October 25, 2022, the Company and the Purchaser
entered into additional amendment agreements (the “Third Amendment Agreements”) to the Securities Purchase Agreement, Debenture
and Warrants to amend the conversion price of the Debenture, the exercise price of the Warrants and the Floor Price to $2.30 per Class
A ordinary share, par value of US$0.002 per share. The Third Amendment Agreements shall become effective on November 4, 2022, unless Nasdaq
objects to any of amendments therein prior to such date.
On January 24, 2023, the Company and the Purchaser
entered into additional amendment agreements (the “Fourth Amendment Agreements”) to the Securities Purchase Agreement, Debenture
and Warrants to amend the conversion price of the Debenture, the exercise price of the Warrants and the Floor Price to $1.30 per Class
A ordinary share, par value of US$0.002 per share. In addition, the Maturity Date under and as defined in the Debenture shall be amended
and restated from January 25, 2023 to July 25, 2023, and the Termination Date for purposes of the Series B Warrant shall be amended and
restated to September 30, 2023. The Fourth Amendment Agreements shall become effective on February 7, 2023 unless Nasdaq objects to any
of amendments therein prior to such date, except that the amended Maturity Date of the Debenture shall become effective upon execution.
On June 7, 2023, the Company and the Purchaser
entered into additional amendment agreements (the “Fifth Amendment Agreements,” and together with the Initial Amendment Agreements,
the Second Amendment Agreements, the Third Amendment Agreements and the Fourth Amendment Agreements, the “Amendment Agreements”)
to the Securities Purchase Agreement, Debenture and Warrants to amend the conversion price of the Debenture and the floor for conversion
price of the Debenture to $0.70 per Class A ordinary share, par value of US$0.002 per share, while the exercise price of the Warrants
and the floor for exercise price of the Warrants shall remain at $1.30 per Class A ordinary share, par value of US$0.002 per share (collectively,
the “Amended Floor Price”). In addition, the Termination Date for purposes of the Series B Warrant shall be amended and restated
to December 31, 2023. The Fifth Amendment Agreements have become effective upon execution.
The Amended Floor Price shall be proportionately
decreased upon a stock split or share subdivision of Class A ordinary shares, and proportionately increased in the case of a reverse stock
split or share combination of Class A ordinary shares. While the Debenture and Warrants remain outstanding, the Company shall not issue
Class A ordinary shares or Ordinary Share Equivalents (as defined in the Securities Purchase Agreement) at a price per share or with a
conversion or exercise price per share, as applicable, that is below the Amended Floor Price without the prior written consent of the
Purchaser.
The foregoing summary of the Amendment Agreements
does not purport to be complete and is qualified in its entirety by reference to the full text of this document. Copies of the Fourth
Amendment Agreements are attached hereto as Exhibits 4.1, 4.2 and 10.1, which are incorporated herein by reference.
Safe Harbor Statements
This Form 6-K contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made under
the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified
by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,”
“plans,” “believes,” “estimates,” “potential,” “continue,” “ongoing,”
“targets,” “guidance” and similar statements. The Company may also make written or oral forward-looking statements
in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders,
in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any
statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ
materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s growth
strategies; its future business development, results of operations and financial condition; its ability to understand members’ needs
and provide products and services to attract and retain members; its ability to maintain and enhance the recognition and reputation of
its brand; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships
with members and business partners; trends and competition in China’s agile office space market; changes in its revenues and certain
cost or expense items; the expected growth of China’s agile office space market; PRC governmental policies and regulations relating
to the Company’s business and industry, and general economic and business conditions in China and globally and assumptions underlying
or related to any of the foregoing. Further information regarding these and other risks, uncertainties or factors is included in the Company’s
filings with the SEC. All information provided in this Form 6-K and in the attachments is as of the date of this Form 6-K, and the Company
undertakes no obligation to update any forward-looking statement, except as required under applicable law.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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UCOMMUNE INTERNATIONAL LTD |
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By: |
/s/ Xin Guan |
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Name: |
Xin Guan |
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Title: |
Chief Executive Officer and Chief Operating Officer |
Date: June 8, 2023
[Signature Page to Form 6-K]
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