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                             November 16, 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. 2 to
Registration Statement on Form F-1
                                                            Filed September 3,
2021
                                                            File No. 333-257664

       Dear Mr. He:

             We have reviewed your amended registration statement and have the
following
       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.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 13, 2021 letter.

       Amendment No. 2 to Form F-1 filed September 3, 2021

       Cover page

   1.                                                   We note your disclosure
on page 6 and throughout your filing that you control and receive
                                                        economic benefits of
Ucommune Venture's, Beijing U Bazaar's and Weixue Tianxia's
                                                        business operations
through VIE agreements and that those agreements are designed to
                                                        provide your WFOE with
the power, rights, and obligations equivalent in all material
                                                        respects to those it
would possess as the principal equity holder of the VIEs. We also note
                                                        the disclosure that you
are the primary beneficiary of the VIE. However, you or your
                                                        investors do not have
an equity ownership in, direct foreign investment in, or control
 Zhuangkun He
FirstName
UcommuneLastNameZhuangkun        He
           International Ltd
Comapany 16,
November  NameUcommune
              2021           International Ltd
November
Page 2    16, 2021 Page 2
FirstName LastName
         through such ownership/investment of the VIEs. As such, when
describing the design of
         the VIE agreements and related outcome, please refrain from implying
that the VIE
         agreement is equivalent to an equity ownership in the business of the
VIEs. Any
         references to control or benefits that accrue to you because of the
VIEs should be limited
         to and clearly describe the conditions you met for consolidation of
the VIEs under U.S.
         GAAP and your disclosure should clarify that, for accounting purposes,
you will be the
         primary beneficiary. In addition, your disclosure should note, if
true, that the agreements
         have not been tested in a court of law.
Prospectus Summary, page 1

2.       Disclose here and on pages 48-49 whether you are required to obtain
any approvals to
         offer securities to foreign investors, whether you have received such
approvals and the
         consequences to you and your investors if you do not receive or
maintain the approvals,
         inadvertently conclude that such approvals are not required, or
applicable laws,
         regulations, or interpretations change and you are required to obtain
approval in the
         future.
Our Corporate Structure, page 6

3.       We note your revised disclosure in response to comment 4 and reissue
the comment in
         part. Disclose clearly and earlier in the prospectus summary 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 and related discussion currently
beginning on page 6
         to a place earlier in the summary. In addition, expand the discussion
regarding your
         contractual arrangements starting on page 6 to include a more specific
description of each
         of these contracts and arrangements through which you purport to
obtain economic rights
         and exercise control that results in consolidation of the VIEs'
operations and financial
         results into your financial statements.
Risks Related to Our Corporate Structure, page 9

4.       We note your response to prior comment 5. Please revise to provide
cross-references to
         the more detailed discussion of these risks in the prospectus.
5.       We note your disclosure in response to comment 7, specifically the
disclosure in the third
         paragraph on page 10 and reissue the comment. Expand the disclosure in
the summary to
         provide a clear description in the summary of how cash is transferred
through your
         organization, and disclose your intentions to distribute earnings or
settle amounts owed
         under 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
 Zhuangkun He
Ucommune International Ltd
November 16, 2021
Page 3
         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. Also, on your prospectus cover page, provide a description
of how cash is
         transferred through your organization and disclosure regarding your
intentions to
         distribute earnings or settle amounts owed under the VIE agreements.
State whether any
         transfers, dividends, or distributions have been made to date.
Summary Condensed Combined and Consolidated Financial Statement Information...
, page 20

6.       We note that the activity of the VIE is reflected in the line items
titled    investments in
         subsidiaries and VIEs    and    loss from equity method investment
in the parent   s financial
         statements. Please provide a roll-forward of the investment in
subsidiaries and VIEs line
         item.
Ucommune's independent registered public accounting firm's audit documentation
supporting
their audit reports..., page 59

7.       We note from the audit opinion and your risk factor that you have a
U.S. based auditor
         that is registered with the PCAOB and currently subject to PCAOB
inspection. Please
         disclose any material risks to the company and investors if it is
later determined that the
         PCAOB is unable to inspect or investigate completely your auditor
because of a position
         taken by an authority in a foreign jurisdiction. For example, disclose
the risk that lack of
         inspection could cause trading in your securities to be prohibited
under the Holding
         Foreign Companies Accountable Act and as a result an exchange may
determine to delist
         your securities.
8.       Please expand your risk factor disclosure to discuss that the United
States Senate passed
         the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
         decrease the number of non-inspection years from three years to two,
thus reducing the
         time period before your securities may be prohibited from trading or
delisted.
The approval of the CSRC may be required for this offering..., page 62

9.     The revised disclosure you provide on page 10 states your belief that
you, your
       subsidiaries are not required to obtain approvals from any PRC
government authorities,
       including the CSRC, among other governmental entities, to issue your
ordinary shares to
       foreign investors, however, the relevant PRC government agencies could
reach a different
       conclusion, and you direct readers to this risk factor. Please restate
your belief here and
FirstName LastNameZhuangkun He
       provide the basis for your belief. Also, please elaborate upon why the
CSRC may reach a
Comapany    NameUcommune
       different conclusion. InInternational
                                 this regard, Ltd
                                              the header of this risk factor
seems to contradict your
       stated belief and
November 16, 2021 Page 3 should  be revised to more accurately reflect the risk
you are disclosing.
FirstName LastName
 Zhuangkun He
FirstName
UcommuneLastNameZhuangkun        He
           International Ltd
Comapany 16,
November  NameUcommune
              2021           International Ltd
November
Page 4    16, 2021 Page 4
FirstName LastName
      You may contact Stacey K. Peikin at 202-551-6223 or Mara Ransom at
202-551-
3264 with any other questions.



                                                       Sincerely,

                                                       Division of Corporation
Finance
                                                       Office of Trade &
Services