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                            February 28, 2022

       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. 4 to
Registration Statement on Form F-1
                                                            Filed January 27,
2022
                                                            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
December 22, 2021 letter.

       Amendment No. 4 to Form F-1 filed January 27, 2022

       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 provide investors with exposure to foreign investment
                                                        in China-based
companies where Chinese law prohibits direct foreign investment in the
                                                        operating companies,
and disclose that investors may never hold equity interests in the
 Zhuangkun He
FirstName
UcommuneLastNameZhuangkun       He
          International Ltd
Comapany28,
February  NameUcommune
            2022            International Ltd
February
Page 2 28, 2022 Page 2
FirstName LastName
         Chinese operating company. Your disclosure should acknowledge that
Chinese regulatory
         authorities could disallow this structure, which would likely result
in a material change in
         your operations and/or a material change in the value of the
securities you are registering
         for sale, 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.       Where you provide disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company's operations in China,
please disclose
         whether your auditor is subject to the determinations announced by the
PCAOB on
         December 16, 2021 and whether and how the Holding Foreign Companies
Accountable
         Act and related regulations will affect your company. 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. For example, disclose, if true, that
your subsidiaries
         and/or the VIE conduct operations in China, that the VIE is
consolidated for accounting
         purposes but is not an entity in which you own equity, and that the
holding company does
         not conduct operations. Disclose clearly the entity (including the
domicile) in which
         investors are purchasing an interest.
4.       Where you discuss your ability to make loans or capital contributions,
clarify whether
         there are any other methods in which cash is transferred through your
organization, if any.
         State whether any other transfers, dividends, or distributions have
been made to date
         between the holding company, its subsidiaries, and consolidated VIEs,
or to investors, and
         quantify the amounts where applicable.
Prospectus Summary, page 1

5.       Expand the chart on page 1 to identify the person or entity that owns
the equity in each
         depicted entity. In this regard, we note in footnotes 1 and 3 that
"Our shareholders and
         their affiliates hold 100% of..." Ucommune Venture Investment Co. and
Beijing Weixue
         Tianxia Education Technology Co. Disclose the identities of the
referenced
         shareholders. Identify clearly the entity in which investors are
purchasing their interest
         and the entity(ies) in which the company   s operations are conducted.
Describe 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.
6.       We note your disclosure that the Cayman Islands holding company
"controls" and
         receives the "economic benefits" of the VIE   s business operations
through contractual
 Zhuangkun He
Ucommune International Ltd
February 28, 2022
Page 3
         agreements between the VIEs and your Wholly Foreign-Owned Enterprises
("WFOEs")
         and that those agreements allow you to exercise effective control over
the consolidated
         VIEs. We also note your disclosure on the prospectus cover page that
the Cayman Islands
         holding company is the primary beneficiary of the VIE. However,
neither the investors in
         the holding company nor the holding company itself have an equity
ownership in, direct
         foreign investment in, or control of, through such ownership or
investment, the VIE.
         Accordingly, any references to control or benefits that accrue to you
because of the VIE
         should be limited to a clear description of the conditions you have
satisfied for
         consolidation of the VIE under U.S. GAAP. Additionally, your
disclosure should clarify
         that you are the primary beneficiary of the VIE for accounting
purposes. Please also
         disclose in the summary, if true, that the VIE agreements have not
been tested in a court of
         law. We note your current disclosure on the prospectus cover page.
7.       We note your response to comment 2. Please also indicate to what
extent, if any, you are
         relying upon your opinion of PRC counsel to make such conclusions as
to the lack of the
         need for approvals or permissions.
8.       We re-issue comment 3. Where you discuss permissions or approvals that
you, your
         subsidiaries, or the VIEs are required to obtain from Chinese
authorities to operate your
         business and to offer the securities being registered to foreign
investors, describe the
         consequences to you and your investors if you, your subsidiaries, or
the VIEs
         inadvertently conclude that such permissions or approvals are not
required or applicable
         laws, regulations, or interpretations change and you are required to
obtain such
         permissions or approvals in the future.
9.       Revise the summary to include 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. In addition to the loans you describe, quantify
any other cash flows
         and transfers of other assets by type that have occurred between the
holding company, its
         subsidiaries, and the consolidated VIEs, and direction of transfer.
Describe the
         restrictions on foreign exchange and your ability to transfer cash
between entities, across
         borders, and to U.S. investors, to which you briefly make reference.
Describe any
         restrictions and limitations on your ability to distribute earnings
from the company,
         including your subsidiaries and/or the consolidated VIEs, to the
parent company and U.S.
         investors as well as the ability to settle amounts owed under the VIE
agreements.
Risks Relating to Doing Business in China, page 14

10.    We re-issue comment 6. Where you disclose that trading in your
securities may be
       prohibited under the Holding Foreign Companies Accountable Act if the
PCAOB
FirstName LastNameZhuangkun He
       determines that it cannot inspect or investigate completely your
auditor, disclose whether
Comapany
       yourNameUcommune
            auditor is subject International Ltd
                               to the determinations announced by the PCAOB on
December 16,
       2021.
February 28, 2022 Page 3
FirstName LastName
 Zhuangkun He
FirstName
UcommuneLastNameZhuangkun       He
          International Ltd
Comapany28,
February  NameUcommune
            2022            International Ltd
February
Page 4 28, 2022 Page 4
FirstName LastName
11.      We note the disclosure in response to comment 5, specifically that
"Ucommune Venture
         has completed the filing procedure with Beijing Foreign Exchange
Management
         Department...but has not yet made the registration with the NDRC."
Expand the risk
         factor "PRC regulation of loans to and direct investment in PRC
entities by offshore
         holding companies..." on page 64 to include the risks identified on
pages 16-17 regarding
         your non-compliance with the NDRC registration.
Summary Condensed Combined and Consolidated Financial Statement Information,
page 27

12.      We note your response to comments 7 and 8. Please revise your
schedules to disaggregate
         the Hong Kong subsidiaries and the WFOEs that are the primary
beneficiary of the VIEs.
Risk Factors, page 35

13.      Revise your risk factors to acknowledge that if the PRC government
determines that the
         contractual arrangements constituting part of the VIE structure do not
comply with PRC
         regulations, or if these regulations change or are interpreted
differently in the future, the
         securities you are registering may decline in value or become
worthless if the
         determinations, changes, or interpretations result in your inability
to assert contractual
         control over the assets of your PRC subsidiaries or the VIEs that
conduct all or
         substantially all of your operations. We note your current disclosure
on page 61.
       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