Ucommune International Ltd filed a Form 6-K with the U.S. Securities and Exchange Commission on November 9, 2026, reporting the results of an extraordinary general meeting of shareholders held that same day in Beijing, China.

Key Highlights

  • Resolution passed: Shareholders approved an ordinary resolution authorizing a conditional share consolidation and related increase of authorized share capital.
  • Price trigger: The consolidation is activated if the official closing bid price per Class A Ordinary Share on Nasdaq falls below US$1.00 on each of three consecutive Trading Days.
  • Consolidation ratios: The company may select from six ratios, in descending order: 10:1, 8:1, 6:1, 4:1, 3:1, and 2:1, choosing the highest ratio expected to leave at least 500,000 Publicly Held Shares after consolidation.
  • Current authorized capital: Prior to any consolidation, the authorized share capital is US$72,000,000 divided into 300,000,000 shares at a par value of US$0.24 each, comprising 299,400,000 Class A Ordinary Shares, 300,000 Class B Ordinary Shares, and 300,000 Series A Preferred Shares.
  • Post-consolidation capital ceiling: Under a 10:1 ratio, the authorized share capital would be increased to US$2,400,000,000 divided into 1,000,000,000 shares at a par value of US$2.40 each.
  • No new shares issued: According to the filing, 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."
  • Board authority: Upon occurrence of the Price Trigger, any Director is authorized to confirm the Selected Ratio, the effective date and time, and implement the Share Consolidation and Capital Increase.

Ucommune Extraordinary Meeting: Conditional Reverse Split Structure Explained

At its extraordinary general meeting held on November 9, 2026, at No. 12 Taiyanggong Middle Road, Guancheng Building, 10th Floor, Chaoyang District, Beijing, shareholders of Ucommune International Ltd (NASDAQ:UK) approved an ordinary resolution establishing a price-triggered share consolidation mechanism. According to the filing, the consolidation will only be implemented 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 filing describes six possible consolidation ratios, evaluated in descending order from 10:1 down to 2:1. The company is required to select the highest ratio that is expected to leave at least 500,000 Publicly Held Shares, as determined under applicable Nasdaq rules, immediately after the consolidation is completed. If even a 2:1 consolidation would result in fewer than 500,000 Publicly Held Shares, the filing states that "no consolidation shall be implemented pursuant to this resolution without further approval of the Board and the shareholders."

Each ratio scenario pairs a share consolidation with a corresponding increase in authorized share capital, bringing total authorized shares to 1,000,000,000 in all cases, while adjusting the per-share par value proportionately. For example, under a 4:1 consolidation, the authorized share capital would become US$960,000,000 divided into 1,000,000,000 shares at US$0.96 par value each. The filing specifies that fractional holdings resulting from any consolidation shall be rounded up to the nearest whole share, so that no fractional shares arise. The Capital Increase in every scenario affects only unissued authorized shares and does not by itself result in any new shares being allotted or issued.

What Was Disclosed

Ucommune International Ltd reported that shareholders at an extraordinary general meeting on November 9, 2026 approved a conditional share consolidation resolution, authorizing a price-triggered reverse split at a ratio between 2:1 and 10:1 and a concurrent increase in authorized share capital, with implementation delegated to the Board of Directors upon occurrence of the defined Price Trigger.