Securities Registration: Employee Benefit Plan (s-8)
23 Agosto 2022 - 10:17AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on August 23, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UCOMMUNE INTERNATIONAL LTD
(Exact Name of
Registrant as Specified in Its Charter)
Cayman Islands |
|
Not Applicable |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(IRS Employer
Identification No.) |
Floor 8, Tower D
No. 2 Guang Hua Road
Chaoyang District, Beijing
People’s Republic of China, 100026
(Address of Principal Executive Offices and Zip Code)
2020 Share Incentive Plan
(Full Title of the Plans)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(Name and Address of Agent for Service)
+1 800-221-0102
(Telephone Number, including Area Code, of Agent for Service)
Copies to:
Allen C. Wang, Esq.
Latham & Watkins LLP
18th Floor, One Exchange Square
8 Connaught Place
Central, Hong Kong
+852 2912-2500
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☐ |
|
|
Emerging growth company |
☒ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This Registration Statement on Form S-8 registers
the offer and sale of an additional 500,000 Class A ordinary shares of par value US$0.002 each of Ucommune International Ltd (the “Registrant”)
for issuance under its 2020 Share Incentive Plan. In accordance with Instruction E to Form S-8, the contents of the prior Registration
Statement (File No. 333-254072) is hereby incorporated by reference.
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant
with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
| (a) | The Registrant’s Annual Report on Form 20-F for the
fiscal year ended December 31, 2021, filed with the Commission on May 10, 2022; |
| (b) | The Registrant’s Current Reports on Form 6-K filed with
the Commission on January 28, 2022, February 10, 2022, March 2, 2022, March 15, 2022, April 21, 2022, August 2, 2022, August 3, 2022
and August 19, 2022; and |
| (c) | The description of the Registrant’s Class A Ordinary
Shares and Warrants to purchase Class A Ordinary Shares contained in its Registration Statement on Form 8-A (File No. 001-39738) filed
with the Commission on January 5, 2021, including any amendment and report filed for the purpose of updating that description. |
All documents filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent
to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be part hereof from the date of filing of such documents.
Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed
to constitute a part of this Registration Statement, except as so modified or superseded.
Item
8. Exhibits.
See Exhibit Index beginning on page 3 of this Registration
Statement.
UCOMMUNE INTERNATIONAL LTD
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing,
the People’s Republic of China, on August 23, 2022.
|
Ucommune International Ltd |
|
|
|
|
By: |
/s/ Daqing Mao |
|
Name: |
Daqing Mao |
|
Title: |
Director |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints Dr. Daqing Mao and Mr. Siyuan Wang and each of them, individually, as his
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead
in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned,
this registration statement and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact
and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact
and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons on August 23, 2022 in the capacities indicated.
Signature |
|
Title |
|
|
|
/s/ Daqing Mao |
|
Chairman of Board of Directors |
Daqing Mao |
|
|
|
|
|
/s/ Cheong Kwok Mun |
|
Director |
Cheong Kwok Mun |
|
|
|
|
|
/s/ Zhimo Zhao |
|
Director |
Zhimo Zhao |
|
|
|
|
|
/s/ Jian Zhang |
|
Director |
Jian Zhang |
|
|
|
|
|
/s/ Jinghong Xu |
|
Director |
Jinghong Xu |
|
|
|
|
|
/s/ Xianhao Gu |
|
Director |
Xianhao Gu |
|
|
|
|
|
/s/ Xin Guan |
|
Chief Executive Officer and Chief Operating Officer |
Xin Guan |
|
(principal executive officer) |
|
|
|
/s/ Siyuan Wang |
|
Chief Financial Officer |
Siyuan Wang |
|
(principal financial officer and principal accounting officer) |
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities
Act of 1933, the undersigned, the duly authorized representative in the United States of Ucommune
International Ltd, has signed this registration statement or amendment thereto in New York on August 23, 2022.
|
Authorized U.S. Representative Cogency Global Inc. |
|
|
|
By: |
/s/ Colleen A. De Vries |
|
|
Name: |
Colleen A. De Vries |
|
|
Title |
Senior Vice-President on behalf of
Cogency Global Inc. |
6
Ucommune (NASDAQ:UK)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Ucommune (NASDAQ:UK)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024