Ucommune approves conditional reverse split up to 10:1

Ratio selection uses an expected 500,000-share minimum for publicly held shares, with further approval required if even 2:1 falls short.

Available on EDGAR 11/09/2026 - 06:05 AM EST Accepted by SEC EDGAR 11/09/2026 - 06:02 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Ucommune International Ltd shareholders approved a conditional mechanism for a share consolidation and related increase in authorized share capital at a November 9, 2026 extraordinary general meeting. It may be implemented if the official closing bid price for Class A ordinary shares is below US$1.00 on each of three consecutive Trading Days. Directors are authorized to confirm the ratio, effective date and time after that trigger occurs.

The selected ratio must be the highest in the sequence—10:1, 8:1, 6:1, 4:1, 3:1, then 2:1—expected to leave at least 500,000 Publicly Held Shares after consolidation. If even 2:1 is expected to leave fewer, the consolidation requires further Board and shareholder approval. Each share class would be consolidated, par value increased proportionately, and fractional holdings rounded up. The authorized-capital increase itself does not issue shares; additional shares created would remain unissued.

Key Figures

Price Trigger: Below US$1.00 Minimum Publicly Held Shares: 500,000 shares Potential consolidation ratios: 10:1, 8:1, 6:1, 4:1, 3:1, and 2:1 +3 more

6 metrics

Price Trigger Below US$1.00 Official closing bid price for Class A ordinary shares on each of three consecutive Trading Days

Minimum Publicly Held Shares 500,000 shares Expected immediately after the Share Consolidation

Potential consolidation ratios 10:1, 8:1, 6:1, 4:1, 3:1, and 2:1 Ratio sequence for the conditional Share Consolidation

Current authorized share capital US$72,000,000 Ucommune's stated current authorized share capital

Authorized shares 300,000,000 shares Current authorized share capital

Par value US$0.24 per share Current authorized shares

Key Terms

Price Trigger, Publicly Held Shares, Selected Ratio, Share Consolidation, +1 more

5 terms

Price Trigger technical

"below US$1.00 on each of three consecutive Trading Days (the “Price Trigger”)"

Publicly Held Shares regulatory

"“Publicly Held Shares” shall be determined in accordance with the applicable Nasdaq rules"

Shares that are publicly held are portions of a company that any investor can buy or sell on public markets, like slices of a pie owned by many people rather than a few insiders. They matter because they determine how easy it is to trade the stock, influence company control through voting and can affect price swings and dividend payments as supply and demand change in the market.

Selected Ratio technical

"the applicable ratio, the “Selected Ratio”"

Share Consolidation technical

"any fractional holding resulting from the consolidation shall be rounded up"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

Capital Increase financial

"The increase in authorised share capital described in paragraph (5) above"

A capital increase is when a company raises new equity funding by issuing additional shares or otherwise expanding its ownership base. Investors watch these moves because they supply cash for growth, acquisitions or debt reduction, but they can also reduce each existing share’s ownership and claim on profits—like adding more slices to a pizza: the pie may grow, but each slice can become smaller unless overall value increases proportionally.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What price triggers Ucommune's share consolidation?

The trigger is an official closing bid price for Class A ordinary shares below US$1.00 on each of three consecutive Trading Days. The price is reported by The Nasdaq Capital Market.

What consolidation ratios did Ucommune shareholders authorize?

The available sequence is 10:1, 8:1, 6:1, 4:1, 3:1, then 2:1. The selected ratio is the highest one expected to leave at least 500,000 Publicly Held Shares after consolidation; if 2:1 falls short, further Board and shareholder approval is required.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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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 November 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

On November 9, 2026, Ucommune International Ltd (the “Company”) (Nasdaq: UK) held an extraordinary general meeting of shareholders (the “Meeting”) at No. 12 Taiyanggong Middle Road, Guancheng Building, 10th Floor, Chaoyang District, Beijing, China.

At the Meeting, shareholders of the Company passed the following resolution:

Resolved as an ordinary resolution, that the following steps in respect of the share consolidation and the related increase of the authorised share capital of the Company be and are hereby approved:

1) The current authorised share capital of the Company is US$72,000,000 divided into 300,000,000 shares, each with a par value of US$0.24, comprising (i) 299,400,000 Class A ordinary shares (the “Class A Ordinary Shares”), (ii) 300,000 Class B ordinary shares (the “Class B Ordinary Shares”), and (iii) 300,000 Series A preferred shares (the “Series A Preferred Shares”).

2) If the official closing bid price per Class A Ordinary Share as reported by The Nasdaq Capital Market is below US$1.00 on each of three consecutive Trading Days (the “Price Trigger”), the Company shall determine the applicable consolidation ratio by selecting the highest ratio in the following descending order that is expected to leave the Company with at least 500,000 Publicly Held Shares immediately after the Share Consolidation: ten-for-one (10:1), eight-for-one (8:1), six-for-one (6:1), four-for-one (4:1), three-for-one (3:1), and two-for-one (2:1) (the applicable ratio, the “Selected Ratio”). “Publicly Held Shares” shall be determined in accordance with the applicable Nasdaq rules.

3) If a 10:1 consolidation is expected to result in fewer than 500,000 Publicly Held Shares, the Selected Ratio shall move successively to 8:1, 6:1, 4:1, 3:1 and then 2:1 until the requirement is satisfied. If a 2:1 consolidation is also expected to result in fewer than 500,000 Publicly Held Shares, no consolidation shall be implemented pursuant to this resolution without further approval of the Board and the shareholders.

4) At the Selected Ratio, every applicable number of issued or unissued shares of each class shall be consolidated into one share of the same class, the par value of each share shall be increased proportionately (the “Post-Consolidation Par Value”), and any fractional holding resulting from the consolidation shall be rounded up to the nearest whole share so that no fractional share shall arise (the “Share Consolidation”).

For the avoidance of doubt, the Share Consolidation and the Capital Increase shall be implemented, step by step, as follows depending on the Selected Ratio:

5)(a) If the Selected Ratio is 10:1:

i. ten issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 30,000,000 shares, each with a par value of US$2.40, comprising 29,940,000 Class A Ordinary Shares, 30,000 Class B Ordinary Shares and 30,000 Series A Preferred Shares.

ii. Immediately thereafter, 969,460,000 additional authorized but unissued Class A Ordinary Shares, 270,000 additional authorized but unissued Class B Ordinary Shares and 270,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$2.40, shall be created, so that the authorised share capital shall be increased to US$2,400,000,000 divided into 1,000,000,000 shares, each with a par value of US$2.40, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares.

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5)(b) If the Selected Ratio is 8:1:

i. eight issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 37,500,000 shares, each with a par value of US$1.92, comprising 37,425,000 Class A Ordinary Shares, 37,500 Class B Ordinary Shares and 37,500 Series A Preferred Shares.

ii. Immediately thereafter, 961,975,000 additional authorized but unissued Class A Ordinary Shares, 262,500 additional authorized but unissued Class B Ordinary Shares and 262,500 additional authorized but unissued Series A Preferred Shares, each with a par value of US$1.92, shall be created, so that the authorised share capital shall be increased to US$1,920,000,000 divided into 1,000,000,000 shares, each with a par value of US$1.92, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares.

5)(c) If the Selected Ratio is 6:1:

i. six issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 50,000,000 shares, each with a par value of US$1.44, comprising 49,900,000 Class A Ordinary Shares, 50,000 Class B Ordinary Shares and 50,000 Series A Preferred Shares.

ii. Immediately thereafter, 949,500,000 additional authorized but unissued Class A Ordinary Shares, 250,000 additional authorized but unissued Class B Ordinary Shares and 250,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$1.44, shall be created, so that the authorised share capital shall be increased to US$1,440,000,000 divided into 1,000,000,000 shares, each with a par value of US$1.44, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares.

5)(d) If the Selected Ratio is 4:1:

i. four issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 75,000,000 shares, each with a par value of US$0.96, comprising 74,850,000 Class A Ordinary Shares, 75,000 Class B Ordinary Shares and 75,000 Series A Preferred Shares.

ii. Immediately thereafter, 924,550,000 additional authorized but unissued Class A Ordinary Shares, 225,000 additional authorized but unissued Class B Ordinary Shares and 225,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$0.96, shall be created, so that the authorised share capital shall be increased to US$960,000,000 divided into 1,000,000,000 shares, each with a par value of US$0.96, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares.

5)(e) If the Selected Ratio is 3:1:

i. three issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 100,000,000 shares, each with a par value of US$0.72, comprising 99,800,000 Class A Ordinary Shares, 100,000 Class B Ordinary Shares and 100,000 Series A Preferred Shares.

ii. Immediately thereafter, 899,600,000 additional authorized but unissued Class A Ordinary Shares, 200,000 additional authorized but unissued Class B Ordinary Shares and 200,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$0.72, shall be created, so that the authorised share capital shall be increased to US$720,000,000 divided into 1,000,000,000 shares, each with a par value of US$0.72, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares.

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5)(f) If the Selected Ratio is 2:1:

i. two issued or unissued shares of each class shall be consolidated into one share of the same class. Immediately following this consolidation, the authorised share capital shall remain US$72,000,000 but shall be divided into 150,000,000 shares, each with a par value of US$0.48, comprising 149,700,000 Class A Ordinary Shares, 150,000 Class B Ordinary Shares and 150,000 Series A Preferred Shares.

ii. Immediately thereafter, 849,700,000 additional authorized but unissued Class A Ordinary Shares, 150,000 additional authorized but unissued Class B Ordinary Shares and 150,000 additional authorized but unissued Series A Preferred Shares, each with a par value of US$0.48, shall be created, so that the authorised share capital shall be increased to US$480,000,000 divided into 1,000,000,000 shares, each with a par value of US$0.48, comprising 999,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares and 300,000 Series A Preferred Shares.

6) The increase in authorised share capital described in paragraph (5) above (the “Capital Increase”) relates solely to authorised share capital of the Company and does not itself constitute an allotment or issuance of any shares by the Company. All additional shares created pursuant to the Capital Increase shall be unissued.

7) Subject to the passing of this ordinary resolution and upon the occurrence of the Price Trigger, any Director of the Company be and is hereby authorised to confirm the Selected Ratio strictly in accordance with the mechanism set out above, confirm the effective date and time, and implement the Share Consolidation and the Capital Increase on the basis set out above and in Schedule 1 to the notice of the Meeting.

8) Any Director be and is hereby authorised to take all actions necessary or desirable to implement the Share Consolidation and the Capital Increase, including making any required filings; instructing the registered office provider to make all necessary filings with the Registrar of Companies in the Cayman Islands; instructing the share registrar and/or transfer agent to update the register of members; obtaining a new CUSIP; updating the corporate records; cancelling existing share certificates and issuing replacement certificates; and issuing such fractional number of shares as may be required solely to round fractional holdings up to the nearest whole share.

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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 Ltd

/s/ Daqing Mao

Daqing Mao

Chairman of the Board

Date: November 9, 2026

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