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 February 2026
Commission file number: 001-39738
Ucommune International Ltd
No. 2 Dongsihuan North Road, Building 1, 4th Floor
Chaoyang District, Beijing 100016
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 February 10, 2026, Ucommune International Ltd (“we,”
“Ucommune” or the “Company”) (NASDAQ: UK), a co-working spaces and related service provider in China, entered
into an Amendment, Waiver and Exchange Agreement (the “Exchange Agreement”) with an investor named therein (the “Holder”),
pursuant to which the Company has agreed to issue to the Holder 6,800 Series A Convertible Preferred Shares, $0.024 par value per share
(the “New Preferred Shares”) in exchange of warrants (the “Exchange Warrants”) of the Company held by such Holder
(the “Securities Exchange”). The terms of the Series A Convertible Preferred Shares are set forth in the certificate of designations
for the Series A Convertible Preferred Shares, the form of which was included as Exhibit 4.1 of the Company’s Current Report on
Form 6-K filed on December 29, 2025 (the “Certificate of Designations”). The New Preferred Shares are convertible into Class
A ordinary shares of the Company, par value $0.024 per share, in accordance with the terms of the Certificate of Designations.
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.
On February 10, 2026, the closing of the Securities Exchange
occurred and the Company issued 6,800 New Preferred Shares to the Holder. Immediately following such issuance, the Holder relinquished
all rights, title and interest in the Exchange Warrants (including any claims the Holder may have against the Company related thereto)
and assigned the same to the Company and the Exchange Warrants were cancelled.
The foregoing description does not purport to be complete
and is qualified in its entirety by reference to the full text of the Exchange Agreement attached hereto as Exhibit 10.1, which is 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 |
| 10.1 |
|
Form of Amendment, Waiver and 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: February 12,
2026
