S-8 POS 1 ea141787-s8pos_ucommune.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on May 27, 2021

Registration No. 333-254072

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1
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.     

 

 

 

 

 

 

Table of Contents

 

Explanatory Note 1
Exhibit Index 2
Signatures 3

 

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Explanatory Note

 

Ucommune International Ltd hereby amends its registration statement on Form S-8 (Registration No. 333-254072) by filing this Post-Effective Amendment No. 1 to reflect the amendment and restatement of its 2020 Share Incentive Plan. The amended and restated 2020 Share Incentive Plan is filed herewith as Exhibit 10.1 and replaces Exhibit 10.1 of the initial registration statement. No additional securities are being registered.

 

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UCOMMUNE INTERNATIONAL LTD

 

EXHIBIT INDEX

 

Exhibit
Number
  Description
     
4.1   Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to the Registrant’s Form 20FR12B (File No. 001-39738) filed with the Commission on November 23, 2020)
4.2   Specimen Ordinary Share Certificate of the Registrant (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 20FR12B (File No. 001-39738) filed with the Commission on November 23, 2020)
5.1   Opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the Class A ordinary shares being registered (incorporated by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-254072) filed with Commission on March 10, 2021)
10.1*   2020 Share Incentive Plan of the Registrant, as amended and effective on May 6, 2021
23.1   Consent of Marcum Bernstein & Pinchuk LLP (incorporated by reference to Exhibit 23.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-254072) filed with Commission on March 10, 2021)
23.2   Consent of Marcum LLP (incorporated by reference to Exhibit 23.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-254072) filed with Commission on March 10, 2021)
23.3   Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
24.1**   Power of Attorney (included on signature page hereto)

 

 
*Filed herewith.
**Previously filed.

 

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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 post-effective amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, the People’s Republic of China, on May 27, 2021.

 

  Ucommune International Ltd
     
  By: /s/ Daqing Mao
  Name:  Daqing Mao
  Title: Director

 

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment No. 1 to the registration statement has been signed by the following persons on May 27, 2021 in the capacities indicated.

 

Signature   Title
     
/s/ Zhuangkun He   Chief Executive Officer
Zhuangkun He   (principal executive officer)
     
/s/ Daqing Mao   Director
Daqing Mao    
     
*   Chief Financial Officer, Director
Cheong Kwok Mun   (principal financial officer and principal accounting officer)
     
*   Director
Zhimo Zhao    
     
*   Director
Jian Zhang    
     
*   Director
Mei Han    
     
*   Director
Jinghong Xu    
     
*   Director
Xianhao Gu    

 

*By:  /s/ Daqing Mao  
  Name: Daqing Mao  
  Attorney-in-fact  

 

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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 May 27, 2021.

 

  Authorized U.S. Representative Cogency Global Inc.
     
  By:  /s/ Colleen A. De Vries   
    Name:  Colleen A. De Vries
    Title Senior Vice-President

 

 

 

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