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 January 2024
Commission File Number: 001-39738
UCOMMUNE INTERNATIONAL
LTD
(Exact name of registrant as specified in its charter)
Floor B1, 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 the exhibit 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extent not superseded by documents or reports subsequently filed or furnished.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 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 US$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 US$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 “2022 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 2022 Share
Consolidation, the Floor Price became US$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 US$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 US$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 US$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”) 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 US$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 US$1.30 per Class A ordinary share, par value of US$0.002 per share. 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.
On August 1, 2023, the Company fully repaid the
remaining principal amount plus interests accrued and unpaid under the Debenture.
On November 29, 2023, the Company effected a share
consolidation of 12 ordinary shares with par value of US$0.002 each in the Company’s issued and unissued share capital into one
ordinary share with par value of US$0.024 each of the Company (the “2023 Share Consolidation”). Following the 2023 Share Consolidation,
the Floor Price per Class A ordinary share, par value of US$0.024 each (each an “Ordinary Share”) has been automatically adjusted
to US$15.6, and effective on December 21, 2023, the exercise price of the Warrants has been automatically adjusted to US$3.37 per Ordinary
Share pursuant to the mechanism provided under Section 3(a)(ii) of the Warrants.
On January 30, 2024, the Company and the Purchaser
entered into an additional amendment agreement (the “Sixth Amendment Agreement,” and together with the Initial Amendment Agreements,
the Second Amendment Agreements, the Third Amendment Agreements, the Fourth Amendment Agreements and the Fifth Amendment Agreements, the
“Amendment Agreements”) to the Warrants to amend and restate the Termination Date for purposes of the Series B Warrant to
December 31, 2024 for the Ordinary Shares issuable upon exercise of the Series B Warrant that are registered under the registration statement
on Form F-3 of Ucommune International Ltd (File No. 333-257664) (the “F-3 Registration Statement”), and to 12 months following
the effectiveness of a registration statement to be filed under the Securities Act registering the remaining unregistered Ordinary Shares
issuable upon exercise of the Series B Warrant for such remaining Ordinary Shares. With respect to the Ordinary Shares issuable upon exercise
of each of the Warrants that are registered under the F-3 Registration Statement, the Floor Price shall be amended and restated to US$3.37
per Ordinary Share. The Sixth Amendment Agreement has become effective upon execution.
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 the relevant documents. Copies of the
Sixth Amendment Agreement are attached hereto as Exhibit 4.1, which is 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.
| UCOMMUNE INTERNATIONAL LTD |
|
| |
|
| By: |
/s/ Zirui Wang |
|
| Name: |
Zirui Wang |
|
| Title: |
Chief Executive Officer and
Chief Risk Officer |
|
Date: January 31, 2024
[Signature Page to Form 6-K]
5
Exhibit 4.1
UCOMMUNE INTERNATIONAL LTD
Floor B1, Tower D
No.2 Guang Hua Road
Chaoyang District, Beijing
People’s Republic of China, 100026
January 30, 2024
JAK Opportunities LLC
17 State Street, 2100
New York, New York 10004
Dear Sirs and Madams:
Reference is made to the Series
A Warrant, Series B Warrant and Series C Warrant, each dated January 26, 2022 and amended on March 1, 2022, August 29, 2022, October 25,
2022, January 24, 2023 and June 7, 2023 (collectively, the “Warrants”), between Ucommune International Ltd and
JAK Opportunities LLC (the “Holder”), as the holder named therein. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to such terms in the Warrants.
Upon execution of this letter
agreement:
| 1. | For purposes of the Series B Warrant, the “Termination Date” shall be amended and restated
to (i) December 31, 2024 for the 260,417 Class A ordinary shares with par value of $0.024 each (each an “Ordinary Share”)
issuable upon exercise of the Series B Warrant that are registered under the registration statement on Form F-3 of Ucommune International
Ltd (File No. 333-257664) (the “F-3 Registration Statement”), and to (ii) 12 months following the effectiveness
of a registration statement to be filed under the Securities Act registering the remaining unregistered Ordinary Shares issuable upon
exercise of the Series B Warrant for such remaining Ordinary Shares; and, for avoidance of doubt, Footnote 2 of each Warrant shall be
amended to change the “Termination Date” for Series B Warrant accordingly. |
| 2. | Section 5(o) of each of the Warrants shall be amended and restated as follows: |
“o) Floor
for Exercise Price of the Warrant. Notwithstanding anything to the contrary in the Transaction Documents, the Exercise Price of the Warrant
for the (i) 52,084 Ordinary Shares issuable upon exercise of the Series A Warrant, (ii) 260,417 Ordinary Shares issuable upon exercise
of the Series B Warrant and (iii) 260,417 Ordinary Shares issuable upon exercise of the Series C Warrant that are registered under the
F-3 Registration Statement shall in no event be lower than $3.37 (the “Floor Price”). The Floor Price shall be proportionately
decreased upon a stock split or share subdivision of Ordinary Shares, and shall be proportionately increased in the case of a reverse
stock split or share combination of Ordinary Shares. The Company agrees that while the Warrant remains outstanding, it will not issue
Ordinary Shares or Ordinary Share Equivalents at a price per share or with a conversion or exercise price per share, as applicable, that
is below $15.6 without the prior written consent of the Holder.”
For the avoidance of doubt,
following the share consolidation on November 29, 2023, in which every 12 ordinary shares with par value of $0.002 were consolidated into
one ordinary share with par value of $0.024 (the “Share Consolidation”), the Exercise Price per Ordinary Share
in Section 2(b) of each of the Warrants shall be automatically adjusted to $3.37 pursuant to Section 3(a)(ii) therein, and the Floor Price
for the Ordinary Shares issuable upon exercise of each of the Warrants that are not registered under the F-3 Registration Statement shall
be automatically adjusted to $15.6 pursuant to Section 5(o) therein; and the amended Floor Price in Section 5(o) above for the registered
Ordinary Shares have already been adjusted to reflect the Share Consolidation.
Each of the Warrants and this
letter agreement shall be read together and shall have the same effect as if each such Warrant and this letter agreement were contained
in one document. Except as expressly modified by this letter agreement, the terms and obligations of the Warrants and the Transaction
Documents remain unchanged and the Warrants and Transaction Documents shall continue in full force and effect.
This letter agreement shall
be governed by, construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles
thereof.
If you are in agreement with
the foregoing, please have this letter agreement executed by your authorized representative and return a copy to the undersigned.
| |
Very Truly Yours, |
| |
|
| |
UCOMMUNE INTERNATIONAL LTD |
| |
|
| |
By: |
/s/ Zirui Wang |
| |
Name: |
Zirui Wang |
| |
Title: |
Chief Executive Officer and
Chief Risk Officer |
| Confirmed and Agreed to: |
|
| |
|
| JAK Opportunities LLC |
|
| |
|
| By: |
/s/ Antonio Ruiz-Gimenez |
|
| Name: |
Antonio Ruiz-Gimenez |
|
| Title: |
Managing Member |
|
[Signature Page to Warrant Amendment]
3
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