Form 6-K Ucommune International For: Jun 12

 

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 2026

 

Commission file number: 001-39738

 

Ucommune International Ltd

 

No. 12 Taiyanggong Middle Road, Guancheng Building, 10th Floor

Chaoyang District, Beijing 100028

People’s Republic of China

(Address of principal executive offices)

  

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒         Form 40-F ☐

 

 

 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

Ucommune International Ltd Closes Securities Exchange

 

On June 11, 2026, Ucommune International Ltd (“we,” “Ucommune” or the “Company”) (NASDAQ: UK), a co-working spaces and related service provider in China, entered into certain exchange agreement (the “Exchange Agreement”) with an investor named therein (the “Holder”), pursuant to which the Company has agreed to issue to the Holder 1,330 series B convertible preferred shares, $0.24 par value per share (the “Series B Preferred Shares”) in exchange of the 1,330 series A convertible preferred shares of the Company held by such Holder (the “Securities Exchange”). Immediately following such exchange, the Holder relinquished all rights, title and interest in the series A preferred shares (including any claims the Holder may have against the Company related thereto) and assigned the same to the Company and the Series A Preferred Shares were cancelled.

 

In connection with the execution of the Securities Exchange, the Company adopted a certificate of designations of Series B Preferred Shares (the “Certificate of Designations”), creating the Series B Preferred Shares and providing for the designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the Series B Preferred Shares, which has become effective upon such adoption. The terms of the Certificate of Designations for the Series B Preferred Shares are substantially the same as the certificate of designations for the series A convertible preferred shares.

 

The Exchange Agreement contains customary representations, warranties and agreements by the Company and the Holder, and indemnification obligations of the Company against certain liabilities, including for liabilities under the Securities Act of 1933, as amended. The provisions of the Exchange Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the Company. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations and the Exchange Agreement attached hereto as Exhibits 4.1 and 10.1, respectively, each of which are incorporated herein by reference. 

 

This Form 6-K is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy any securities, which is made only by means of a prospectus supplement and related prospectus. There will be no sale of these securities in any jurisdiction in which such an offer, solicitation of an offer to buy or sale would be unlawful.

 

Forward-looking Statements

 

This current report 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 office space market; changes in its revenues and certain cost or expense items; the expected growth of China’s 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 current report and in the attachments is as of the date of this current report, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

 

 

INDEX TO EXHIBITS

 

Exhibit Number		Exhibit Title
4.1		Form of Certificate of Designations
10.1		Form of Exchange Agreement

 

 

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
	/s/ Zirui Wang
	Name:	Zirui Wang
	Title:	Chief Executive Officer and Chief Risk Officer

 

Date: June 12, 2026

 

 

 

ATTACHMENTS / EXHIBITS

FORM OF CERTIFICATE OF DESIGNATIONS

FORM OF EXCHANGE AGREEMENT

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