Ucommune (Nasdaq: UK) sets shareholder vote on share hike and reverse splits

Rhea-AI Filing Summary

Ucommune International Limited has called an extraordinary general meeting of shareholders for February 9, 2026 in Beijing, with shareholders of record at the close of business on January 8, 2026 entitled to vote. Shareholders are being asked first to approve a major change to the company’s capital structure by increasing and redesignating authorised share capital from US$600,000 divided into 25,000,000 shares to US$72,000,000 divided into 3,000,000,000 shares, significantly expanding the number of Class A ordinary, Class B ordinary, and Series A preferred shares the company can issue.

The meeting will also consider a series of contingent reverse share splits, beginning with a first tranche that could range from a sixteen‑for‑one to a four‑for‑one split, depending on whether the company meets Nasdaq Capital Market continued listing requirements, including minimum publicly held shares. Additional second, third and fourth tranches would allow further reverse splits, each triggered when the Class A share price is below US$1.00 or on a date selected by the board or chief executive officer. Finally, shareholders will vote on adopting a Fourth Amended and Restated Memorandum and Articles of Association to take effect after the authorised capital changes.

Insights

Capital structure and listings analyst

Ucommune seeks broad authority for major share capital changes and staged reverse splits tied to Nasdaq requirements.

Ucommune International Limited is asking shareholders to expand authorised share capital from US$600,000 divided into 25,000,000 shares to US$72,000,000 divided into 3,000,000,000 shares, with large increases in Class A ordinary and Series A preferred authorisations. This does not itself issue new shares, but it greatly enlarges the capacity to issue equity or equity-linked securities in future.

The company also proposes a multi‑stage framework of reverse share splits. The first tranche could range from a sixteen‑for‑one down to a four‑for‑one ratio, with each adjustment tied to whether the company would meet Nasdaq Capital Market continued listing requirements, including the minimum publicly held shares requirement, after the split. Further second, third and fourth tranches would allow additional five‑for‑one or two‑for‑one splits whenever the Class A share price is below US$1.00 or on dates chosen by directors or the chief executive officer.

These proposals centralize significant flexibility over the share structure with the board and chief executive officer, subject to this initial shareholder approval. Actual impact on existing holders will depend on whether and how often these reverse splits are implemented and whether the expanded authorised capital is later used for issuances, as well as on maintaining compliance with Nasdaq standards described in the resolutions.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 6-K

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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 2026

Commission file number: 001-39738

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Ucommune International Limited

_________________

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 ☐

INDEX TO EXHIBITS

Exhibit Number		Exhibit Title
99.1		Press Release
99.2		Notice of Extraordinary General Meeting of Shareholders
99.3		Form of Proxy for Shareholders

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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 Limited

/s/ Daqing Mao

Daqing Mao

Chairman of the Board

Date: January 8, 2026

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Exhibit 99.1

Ucommune Announces Extraordinary General Meeting

BEIJING, January 8, 2026 (PRNewswire) — Ucommune International Ltd (Nasdaq: UK) (“we”, “Ucommune” or “the Company”) today announced that it will hold the extraordinary general meeting of shareholders (the “Meeting”) at 10 am on February 9, 2026, Beijing time (9 pm on February 8, 2026, U.S. Eastern time) at No. 2 Dongsihuan North Road, Building 1, 4th Floor, Chaoyang District, Beijing, China. The Board of Directors of the Company has established the close of business on January 8, 2026, Eastern time (the “Record Date”), as the record date for determining shareholders entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

The purpose of the Meeting is to:

(1) increase and redesignate its authorised share capital from US$600,000 divided into 25,000,000 shares comprising (i) 19,980,000 Class A Ordinary Shares par value US$0.024 per share (the “Class A Ordinary Shares”), (ii) 5,000,000 Class B Ordinary Shares, par value US$0.024 per share (the “Class B Ordinary Shares”), and (iii) 20,000 Series A Preferred Shares, par value US$0.024 per share (the “Series A Preferred Shares”) to US$72,000,000 divided into 3,000,000,000 shares comprising (i) 2,994,000,000 Class A Ordinary Shares, (ii) 3,000,000 Class B Ordinary Shares, and (iii) 3,000,000 Series A Preferred Shares by (a) creation of 2,972,020,000 authorised but unissued Class A Ordinary Shares; (b) creation of 2,980,000 authorised but unissued Series A Preferred Shares; and (c) redesignation of 2,000,000 authorised but unissued Class B Ordinary Shares into 2,000,000 authorised but unissued Class A Ordinary Shares (the “Increase and Redesignation of Authorised Share Capital”);

(2) approve the following reverse share splits: (a) on a date when the closing market price per the Company’s Class A Ordinary Share is less than US$1.00, or on such date as any Director or chief executive officer of the Company deems advisable and may determine in his or her absolute discretion, a sixteen-in-one reverse share split (the “First Tranche Scenario 1 Split Ratio”) of the Company’s authorized share capital, so that the authorised share capital of the Company will be US$72,000,000 divided into 187,500,000 shares comprising (i) 187,125,000 Class A Ordinary Shares, par value US$0.384 per share, (ii) 187,500 Class B Ordinary Shares, par value US$0.384 per share and (iii) 187,500 Series A Preferred Shares, par value US$0.384 per share. If, following a reverse split at the First Tranche Scenario 1 Split Ratio, the Company would not be in compliance with the continued listing standards of The Nasdaq Capital Market, including but not limited to the minimum publicly held shares requirement (the “Continued Listing Requirement”), the reverse split ratio shall be reduced to twelve-point-five-to-one (the “First Tranche Scenario 2 Split Ratio”), so that the authorised share capital of the Company will be US$72,000,000 divided into 240,000,000 shares comprising (i) 239,520,000 Class A Ordinary Shares, par value US$0.3 per share, (ii) 240,000 Class B Ordinary Shares, par value US$0.3 per share, and (iii) 240,000 Series A Preferred Shares, par value US$0.3 per share; ii) If non-compliant with the Continued Listing Requirement at the First Tranche Scenario 2 Split Ratio, the ratio shall be reduced to ten-to-one (the “First Tranche Scenario 3 Split Ratio”), so that the authorised share capital of the Company will be US$72,000,000 divided into 300,000,000 shares comprising (i) 299,400,000 Class A Ordinary Shares, par value US$0.24 per share, (ii) 300,000 Class B Ordinary Shares, par value US$0.24 per share, and (iii) 300,000 Series A Preferred Shares, par value US$0.24 per share; iii) If non-compliant with the Continued Listing Requirement at the First Tranche Scenario 3 Split Ratio, the ratio shall be reduced to eight-to-one (the “First Tranche Scenario 4 Split Ratio”), so that the authorised share capital of the Company will be US$72,000,000 divided into 375,000,000 shares comprising (i) 374,250,000 Class A Ordinary Shares, par value US$0.192 per share, (ii) 375,000 Class B Ordinary Shares, par value US$0.192 per share, and (iii) 375,000 Series A Preferred Shares, par value US$0.192 per share; iv) If non-compliant with the Continued Listing Requirement at the First Tranche Scenario 4 Split Ratio, the ratio shall be reduced to five-to-one (the “First Tranche Scenario 5 Split Ratio”), so that the authorised share capital of the Company will be US$72,000,000 divided into 600,000,000 shares comprising (i) 598,800,000 Class A Ordinary Shares, par value US$0.12 per share, (ii) 600,000 Class B Ordinary Shares, par value US$0.12 per share, and (iii) 600,000 Series A Preferred Shares, par value US$0.12 per share; and v) If non-compliant

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with the Continued Listing Requirement at the First Tranche Scenario 5 Split Ratio, the ratio shall be reduced to four-to-one (the “First Tranche Scenario 6 Split Ratio”), so that the authorised share capital of the Company will be US$72,000,000 divided into 750,000,000 shares comprising (i) 748,500,000 Class A Ordinary Shares, par value US$0.096 per share, (ii) 750,000 Class B Ordinary Shares, par value US$0.096 per share, and (iii) 750,000 Series A Preferred Shares, par value US$0.096 per share. The reverse split effected at the final compliant ratio determined by this process is referred to herein as the “First Reverse Split; (b) subsequently following the First Reverse Split, on a date when the closing market price per the Company’s Class A Ordinary Share is less than US$1.00, or on such date as any director or chief executive officer of the Company deems advisable and may determine in his or her absolute discretion, a five-in-one reverse share split (the “Second Tranche Scenario 1 Split Ratio”) of the Company’s authorized share capital. If, following a reverse split at the Second Tranche Scenario 1 Split Ratio, the Company would not be in compliance with the Continued Listing Requirement, the reverse split ratio shall be reduced to two-in-one (the “Second Reverse Split”); (c) subsequently following the Second Reverse Split, on a date when the closing market price per the Company’s Class A Ordinary Share is less than US$1.00, or on such date as any director or chief executive officer of the Company deems advisable and may determine in his or her absolute discretion, a five-in-one reverse share split (the “Third Tranche Scenario 1 Split Ratio”) of the Company’s authorized share capital. If, following a reverse split at the Third Tranche Scenario 1 Split Ratio, the Company would not be in compliance with the Continued Listing Requirement, the reverse split ratio shall be reduced to two-in-one (the “Third Reverse Split”); and (d)subsequently following the Third Reverse Split, on a date when the closing market price per the Company’s Class A Ordinary Share is less than US$1.00, or on such date as any director or chief executive officer of the Company deems advisable and may determine in his or her absolute discretion, a five-in-one reverse share split (the “Fourth Tranche Scenario 1 Split Ratio”) of the Company’s authorized share capital. If, following a reverse split at the Fourth Tranche Scenario 1 Split Ratio, the Company would not be in compliance with the Continued Listing Requirement, the reverse split ratio shall be reduced to two-in-one; and

(3) approve the adoption of the Fourth Amended and Restated Memorandum and Articles of Association with effect immediately after the Increase and Redesignation of Authorised Share Capital taking effect.

ABOUT UCOMMUNE INTERNATIONAL LIMITED

Ucommune is China’s leading agile office space manager and provider. Founded in 2015, Ucommune has created a large-scale intelligent agile office ecosystem covering economically vibrant regions throughout China to empower its members with flexible and cost-efficient office space solutions. Ucommune’s various offline agile office space services include self-operated models, such as U Space, U Studio, and U Design, as well as asset-light models, such as U Brand and U Partner. By utilizing its expertise in the real estate and retail industries, Ucommune operates its agile office spaces with high efficiency and engages in the urban transformation of older and under-utilized buildings to redefine commercial real estate in China.

FORWARD-LOOKING STATEMENTS

This press release 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

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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 press release and in the attachments is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

INVESTOR AND MEDIA CONTACTS

Ucommune International Ltd

ir@ucommune.com

SOURCE Ucommune International Ltd

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FAQ

When is Ucommune (UK) holding its extraordinary general meeting?

The extraordinary general meeting of Ucommune International Limited is scheduled for 10 am on February 9, 2026, Beijing time (9 pm on February 8, 2026, U.S. Eastern time) at the company’s Beijing headquarters.

Who is entitled to vote at Ucommune’s February 2026 extraordinary general meeting?

Shareholders of Ucommune International Limited of record at the close of business on January 8, 2026, Eastern time, are entitled to receive notice of and vote at the extraordinary general meeting and any adjournments or postponements.

What change to authorised share capital is Ucommune (UK) asking shareholders to approve?

Ucommune is proposing to increase and redesignate its authorised share capital from US$600,000 divided into 25,000,000 shares (including Class A ordinary, Class B ordinary and Series A preferred shares) to US$72,000,000 divided into 3,000,000,000 shares, mainly by creating additional authorised but unissued Class A ordinary and Series A preferred shares and redesignating some authorised Class B shares into Class A shares.

What reverse share splits has Ucommune proposed in this 6-K filing?

Shareholders are being asked to approve a series of potential reverse share splits. The first tranche allows a reverse split of the authorised share capital with ratios ranging from sixteen‑for‑one down to four‑for‑one, adjusted if the company would not meet Nasdaq Capital Market continued listing standards, including the minimum publicly held shares requirement. Additional second, third and fourth tranches would permit further five‑for‑one or two‑for‑one reverse splits under similar conditions.

How are Nasdaq listing standards referenced in Ucommune’s reverse split proposals?

The proposed reverse split framework states that after a reverse split at a given ratio, if the company would not be in compliance with the continued listing standards of The Nasdaq Capital Market, including but not limited to the minimum publicly held shares requirement, the ratio would be reduced stepwise (for example from sixteen‑for‑one to twelve‑point‑five‑to‑one, and so on) until a compliant ratio is reached within the specified range.

What other corporate governance change will Ucommune (UK) shareholders vote on?

In addition to the authorised share capital increase and the reverse share split framework, shareholders are asked to approve adopting a Fourth Amended and Restated Memorandum and Articles of Association, which would take effect immediately after the increase and redesignation of authorised share capital becomes effective.

What does Ucommune (UK) say about its business in this document?

The company describes itself as China’s leading agile office space manager and provider, operating a large-scale intelligent agile office ecosystem across economically vibrant regions in China, with self‑operated models such as U Space, U Studio and U Design, and asset‑light models including U Brand and U Partner.