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 May 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 of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
Securities Purchase Agreement and Issuance of Preferred Shares
On May 6, 2026, Ucommune International Ltd (the
“Company”) (Nasdaq: UK), a co-working spaces and related service provider in China, entered into that certain securities purchase
agreement (the “Securities Purchase Agreement”) with the institutional investor named therein (the “Buyer”), pursuant
to which, on that same date (the “Closing Date”), the Company issued and sold to the Buyer 150 Series A Convertible Preferred
Shares of the Company(the “Preferred Shares”), par value $0.24 per share (the “Series A Preferred Shares”), at
the purchase price of US$10,000.00 per Preferred Share (the “Preferred Shares Issuance”). The terms of the Series A Preferred
Shares are set forth in the Certificate of Designations for the Series A Preferred Shares, the form of which was filed as Exhibit 4.1
to the Company’s Report of Foreign Private Issuer on Form 6-K filed on December 29, 2025.
Pursuant to the Securities Purchase Agreement,
the Company agreed not to issue, offer, sell, grant any option or right to purchase or otherwise dispose of any of its equity securities
for a period beginning on the Closing Date and ending on the later of (i) the second anniversary of the Closing Date and (ii) the date
following the 20th Trading Day (as defined in the Securities Purchase Agreement) on which all shares of the Company’s Class A ordinary
shares issuable upon conversion of the Preferred Shares (the “Conversion Shares”) are eligible to be resold by the Buyer
pursuant to Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”). The Company further agreed not to
effect or enter into an agreement to effect any Variable Rate Transaction (as defined in the Securities Purchase Agreement) during such
period.
Using a portion of the proceeds from the issuance and sale of the Preferred
Shares pursuant to the Securities Purchase Agreement, the Company, through its wholly owned subsidiary (the “Lessor”), purchased
server equipment utilizing current-generation NVIDIA RTX PRO 6000 GPUs (the “Purchased GPU Assets”). Simultaneously,
the Lessor entered into an approximately $1.3 million, three-year lease agreement with a subsidiary of QumulusAI, Inc. (the “Lessee”)
for the Purchased GPU Assets, with an end-of-term purchase option provided to the Lessee. This lease agreement represents the Company’s
first transaction within its new business line and marks the initial step towards executing its expansion into the compute infrastructure
space. Pursuant to the terms of the Securities Purchase Agreement, the Company may use the remainder of the proceeds from the issuance
and sale of the Preferred Shares to pay any expenses incurred by the Company in connection with the Preferred Shares Issuance and for
general corporate purposes and working capital, subject to certain limitations described in the Securities Purchase Agreement.
The Securities Purchase Agreement also contains
customary representations, warranties and covenants by the Company and the Buyer, and indemnification obligations of the Company against
certain liabilities, including for liabilities under the Securities Act. The provisions of the Securities Purchase 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 Preferred Shares were issued, and the Conversion
Shares will be issued, in reliance on the private offering exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b)
of Regulation D promulgated thereunder.
The foregoing description does not purport
to be complete and is qualified in its entirety by reference to the full text of the form of Securities Purchase Agreement attached
hereto as Exhibit 10.1, which is incorporated herein by reference.
This Report of Foreign Private Issuer 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. 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 Securities Purchase Agreement, dated as of May 6, 2026, by and between Ucommune International Ltd and the Buyer. |
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: May 12, 2026
