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United States securities and exchange commission logo





                           August 13, 2021

       Zhuangkun He
       Chief Executive Officer
       Ucommune International Ltd
       Floor 8, Tower D
       No.2 Guang Hua Road
       Chaoyang District , Beijing
       People   s Republic of China , 100026

                                                        Re: Ucommune
International Ltd
                                                            Amendment No. 1 to
Registration Statement on Form F-1
                                                            Filed July 16, 2021
                                                            File No. 333-257664

       Dear Mr. He:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form F-1/A filed July 16, 2021

       Cover Page

   1.                                                   Please disclose
prominently on the prospectus cover page that you are not a Chinese
                                                        operating company but a
Cayman Islands holding company with operations conducted by
                                                        your subsidiaries and
through contractual arrangements with a variable interest entity
                                                        (VIE) based in China
and that this structure involves unique risks to investors. Explain
                                                        whether the VIE
structure is used to replicate foreign investment in Chinese-based
                                                        companies where Chinese
law prohibits direct foreign investment in the operating
                                                        companies, and disclose
that investors may never directly hold equity interests in the
                                                        Chinese operating
company. Your disclosure should acknowledge that Chinese regulatory
 Zhuangkun He
FirstName
UcommuneLastNameZhuangkun         He
            International Ltd
Comapany
August 13, NameUcommune
           2021               International Ltd
August
Page 2 13, 2021 Page 2
FirstName LastName
         authorities could disallow this structure, which would likely result
in a material change in
         your operations and/or value of your ordinary shares, including that
it could cause the
         value of such securities to significantly decline or become worthless.
Provide a cross-
         reference to your detailed discussion of risks facing the company and
the offering as a
         result of this structure.
2.       Provide prominent disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company   s operations in
China. Your disclosure
         should make clear whether these risks could result in a material
change in your operations
         and/or the value of your ordinary shares or could significantly limit
or completely hinder
         your ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless. Your disclosure
should address how
         recent statements and regulatory actions by China   s government, such
as those related to
         the use of variable interest entities and data security or
anti-monopoly concerns, has or
         may impact the company   s ability to conduct its business, accept
foreign investments, or
         remain listed on an U.S. or other foreign exchange. Your prospectus
summary should
         address, but not necessarily be limited to, the risks highlighted on
the prospectus cover
         page.
3.       Clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when
         providing the disclosure throughout the document so that it is clear
to investors which
         entity the disclosure is referencing and which subsidiaries or
entities are conducting the
         business operations. Refrain from using terms such as    we    or
our    when describing
         activities or functions of a VIE. Disclose clearly the entity
(including the domicile) in
         which investors are purchasing their interest.
Prospectus Summary, page 1

4.       Disclose clearly that the company uses a structure that involves a VIE
based in China and
         what that entails and move the diagram of the company   s corporate
structure currently
         located on page 8 to a place early in the summary and include in the
diagram the equity
         ownership interests of each entity. Describe all contracts and
arrangements through which
         you purport to obtain economic rights and exercise control that
results in consolidation of
         the VIE   s operations and financial results into your financial
statements. Identify clearly
         the entity in which investors are purchasing their interest and the
entity(ies) in which the
         company   s operations are conducted. Describe the relevant
contractual agreements
         between the entities and how this type of corporate structure may
affect investors and the
         value of their investment, including how and why the contractual
arrangements may be
         less effective than direct ownership and that the company may incur
substantial costs to
         enforce the terms of the arrangements. Disclose the uncertainties
regarding the status of
         the rights of the Cayman Islands holding company with respect to its
contractual
         arrangements with the VIE, its founders and owners, and the challenges
the company may
         face enforcing these contractual agreements due to uncertainties under
Chinese law and
         jurisdictional limits.
 Zhuangkun He
FirstName
UcommuneLastNameZhuangkun         He
            International Ltd
Comapany
August 13, NameUcommune
           2021               International Ltd
August
Page 3 13, 2021 Page 3
FirstName LastName
5.       Expand your summary of risk factors to enhance your disclosure of
risks that your
         corporate structure and being based in or having the majority of the
company   s operations
         in China poses to investors. In particular, describe the significant
regulatory, liquidity,
         and enforcement risks with cross-references to the more detailed
discussion of these risks
         in the prospectus. For example, specifically discuss risks arising
from the legal system in
         China, including risks and uncertainties regarding the enforcement of
laws and that rules
         and regulations in China can change quickly with little advance
notice; and the risk that
         the Chinese government may intervene or influence your operations at
any time, or may
         exert more control over offerings conducted overseas and/or foreign
investment in China-
         based issuers, which could result in a material change in your
operations and/or the value
         of your common stock. Acknowledge any risks that any actions by the
Chinese
         government to exert more oversight and control over offerings that are
conducted overseas
         and/or foreign investment in China-based issuers could significantly
limit or completely
         hinder your ability to offer or continue to offer securities to
investors and cause the value
         of such securities to significantly decline or be worthless.
6.       Disclose each permission that you, your subsidiaries or your VIEs are
required to obtain
         from Chinese authorities to operate and issue these securities to
foreign investors. State
         whether you, your subsidiaries, or VIEs are covered by permission
requirements from the
         CSRC, CAC or any other entity that is required to approve of the VIE
s operations, and
         state affirmatively whether you have received all requisite
permissions and whether any
         permissions have been denied.
7.       Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
         Quantify any cash flows and transfers of other assets by type that
have occurred between
         the holding company, its subsidiaries, and consolidated VIEs, and
direction of transfer.
         Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made
         to the holding company and which entity made such transfer, and their
tax consequences.
         Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
         tax consequences. Describe any restrictions on foreign exchange and
your ability to
         transfer cash between entities, across borders, and to U.S. investors.
Describe any
         restrictions and limitations on your ability to distribute earnings
from your businesses,
         including subsidiaries and/or consolidated VIEs, to the parent company
and U.S. investors
         as well as the ability to settle amounts owed under the VIE
agreements.
8.       We note that the consolidated VIEs constitute a material part of your
consolidated
         financial statements. Please provide in tabular form a condensed
consolidating schedule -
         depicting the financial position, cash flows and results of operations
for the parent, the
         consolidated variable interest entities, and any eliminating
adjustments separately - as of
         the same dates and for the same periods for which audited consolidated
financial
         statements are required. Highlight the financial statement information
related to the
         variable interest entity and parent, so an investor may evaluate the
nature of assets held
         by, and the operations of, entities apart from the variable interest
entity, which includes
 Zhuangkun He
Ucommune International Ltd
August 13, 2021
Page 4
         the cash held and transferred among entities.
9.       Disclose in the prospectus summary that trading in your securities may
be prohibited
         under the Holding Foreign Companies Accountable Act if the PCAOB
determines that it
         cannot inspect or fully investigate your auditor, and that as a result
an exchange may
         determine to delist your securities. If the PCAOB has been or is
currently unable to
         inspect your auditor, revise your disclosure to so state. We note the
risk factor disclosure
         on pages 51-53.

Risk Factors
Risks Related to Doing Business in China, page 42

10.      Revise your risk factors to acknowledge that if the PRC government
determines that the
         contractual arrangements constituting part of your VIE structure do
not comply with PRC
         regulations, or if these regulations change or are interpreted
differently in the future, your
         shares may decline in value or become worthless if you are unable to
assert your
         contractual control rights over the assets of your PRC subsidiaries
that conduct all or
         substantially all of your operations.
11.    Given the Chinese government   s significant oversight and discretion
over the conduct of
       your business, please revise to separately highlight the risk that the
Chinese government
       may intervene or influence your operations at any time, which could
result in a material
       change in your operations and/or the value of your common stock. Also,
given recent
       statements by the Chinese government indicating an intent to exert more
oversight and
       control over offerings that are conducted overseas and/or foreign
investment in China-
FirstName LastNameZhuangkun He
       based issuers, acknowledge the risk that any such action could
significantly limit or
Comapany    NameUcommune
       completely  hinder yourInternational   Ltdor continue to offer
securities to investors and
                                ability to offer
Augustcause  the value
        13, 2021 Page 4of such securities to significantly decline or be
worthless.
FirstName LastName
 Zhuangkun He
FirstName
UcommuneLastNameZhuangkun         He
            International Ltd
Comapany
August 13, NameUcommune
           2021               International Ltd
August
Page 5 13, 2021 Page 5
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Stacey Peikin at 202-551-6223 or Mara Ransom at
202-551-3264 with any
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services
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