Withdrawal of Registration Statement (rw)
July 02 2021 - 4:49PM
Edgar (US Regulatory)
UCOMMUNE INTERNATIONAL LTD
Floor 8, Tower D
No.2 Guang Hua Road
Chaoyang District, Beijing
People’s Republic of China, 100026
July 2, 2021
VIA EDGAR
Benjamin Richie
Jennifer López
Office of Trade & Services
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: Ucommune International Ltd (CIK No. 0001821424)
Request for Withdrawal of Registration Statement
on Form F-1
File No. 333-254442
Dear Mr. Richie, Ms. López:
Pursuant to Rule 477
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Ucommune International Ltd (the
“Company”) hereby requests that, effective as of the date hereof or at the earliest practicable date hereafter,
the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the Company’s
Registration Statement on Form F-1 (File No. 333-254442), as amended, and together with all exhibits and amendments
thereto (collectively, the “Registration Statement”). The Registration Statement was originally filed on
March 18, 2021, as amended by the post-effective amendment No. 1 to the Registration Statement filed with the Commission on June 2,
2021, to register the resale of Class A ordinary shares, Class A ordinary shares underlying warrants, Class A ordinary
shares underlying the unit purchase options, warrants to purchase Class A ordinary shares underlying the unit purchase options,
rights to convert to Class A ordinary shares underlying the unit purchase options, Class A ordinary shares issuable upon exercise of
warrants underlying the unit purchase options and Class A ordinary shares issuable upon conversion of the rights underlying the unit
purchase options (together, the “Securities”) by certain selling stockholders. No securities were sold under the
Registration Statement.
The Securities are being
removed from registration because they are no longer being offered or sold pursuant to the Registration Statement and will now be offered
pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-257664),
originally filed with the SEC on July 2, 2021.
The Company respectfully
requests, in accordance with Rule 457(p) of the Securities Act, that all fees paid to the Commission in connection with the filing of
the Registration Statement be credited to the account of the Company for future use by the Company.
Thank you for your assistance
with this matter. If you have any questions, please do not hesitate to contact our U.S. counsel, Allen Wang at Latham & Watkins LLP,
at +852-2912-2692 or via e-mail at allen.wang@lw.com.
[Signature page follows]
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Very truly yours,
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Ucommune International Ltd
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By:
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/s/ Xin Guan
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Name:
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Xin Guan
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Title:
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Chief Executive Officer
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cc: Allen C. Wang, Esq., Latham & Watkins LLP
[Signature Page to Withdrawal Request]
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