Orisun Acquisition (ORSNU) DEFM14AProxy related to merger

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
ORISUN ACQUISITION CORP.
AND PROSPECTUS FOR ORDINARY SHARES, RIGHTS, WARRANTS AND UNITS
OF UCOMMUNE INTERNATIONAL LTD

Proxy Statement/Prospectus dated November 5, 2020
and first mailed to the stockholders of Orisun Acquisition Corp. on or about November 5, 2020

To the Stockholders of Orisun Acquisition Corp.:

You are cordially invited to attend the special meeting of the Stockholders of Orisun Acquisition Corp. (“Orisun,” “ORSN,” “we”, “our”, or “us”), which will be held at 10:00 a.m., Eastern time, on November 16, 2020 (the “Special Meeting”). Due to the COVID-19 pandemic, we will be holding the Special Meeting via teleconference using the following dial-in information:

Orisun is Delaware company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target business.” The business combination will be completed through a two-step process consisting of the Reincorporation Merger (as defined below) and the Acquisition Merger (as defined below). The Reincorporation Merger and the Acquisition Merger are collectively referred to herein as the “Business Combination.”

Orisun has entered into a merger agreement, dated as of June 29, 2020 (as it may be amended from time to time, the “Merger Agreement”), which provides for a Business Combination between Orisun and Ucommune Group Holdings Limited, a Cayman Islands exempted company (“Ucommune”). Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the stockholders of Orisun, Orisun will reincorporate to Cayman Islands by merging with and into Ucommune International Ltd, a Cayman Islands exempted company and wholly owned subsidiary of Orisun (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”); (ii) concurrently with the Reincorporation Merger, Everstone International Ltd (“Merger Sub”), a Cayman Islands exempted company and wholly owned subsidiary of PubCo, will be merged with and into Ucommune, resulting in Ucommune being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Merger Agreement is by and among Orisun, PubCo, Merger Sub, Ucommune, certain shareholders of Ucommune (“Principal Shareholders”) and Daqing Mao, an individual as the representative of the shareholders of Ucommune (“Shareholders’ Representative”). The aggregate consideration for the Acquisition Merger is $700,000,000, payable in the form of 70,000,000 newly issued PubCo Ordinary Shares (as defined below) valued at $10.00 per share.

Upon the closing of the Business Combination, ordinary shares of PubCo will be reclassified into class A ordinary shares (“PubCo Class A Ordinary Shares”) and class B ordinary shares (“PubCo Class B Ordinary Shares,” together with PubCo Class A Ordinary Shares, collectively “PubCo Ordinary Shares”) where each PubCo Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of the post-Business Combination company and each PubCo Class B Ordinary Share shall be entitled to fifteen (15) votes on all matters subject to vote at all general meetings of the post-Business Combination company. At the closing of the Business Combination, the former Orisun stockholders will receive the consideration specified below and the former shareholders of Ucommune will receive an aggregate of 53,358,932 PubCo Class A Ordinary Shares and 9,452,407 PubCo Class B Ordinary Shares, among which 3,140,567 PubCo Ordinary Shares are to be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement. 7,188,661 PubCo Class A Ordinary Shares will be reserved and authorized for issuance under the 2020 Plan upon closing (the “Incentive Plan”).

Additionally, certain shareholders of Ucommune may be entitled to receive earn-out shares as follows: (1) 2,000,000 PubCo Class A Ordinary Shares if (x) the VWAP (as described in this proxy statement) of the PubCo Class A Ordinary Shares equals or exceeds $16.50 (or any foreign currency equivalent) in any twenty trading days within a thirty trading day period before December 31, 2022 on any securities exchange or securities market on which the PubCo Ordinary Shares are then traded or (y) Ucommune’s revenue exceeds RMB850,000,000 in the fiscal year of 2020 pursuant to the audited consolidated financial statements of Ucommune as of and for the fiscal year ended December 31, 2020; (2) 1,000,000 PubCo Class A Ordinary Shares if (x) the VWAP of the PubCo Class A Ordinary Shares equals or exceeds $22.75 (or any foreign currency equivalent) in any twenty trading days within a thirty trading day period before December 31, 2023 on any securities exchange or securities market on which the PubCo Ordinary Shares are then traded or (y) Ucommune’s revenue exceeds RMB1,275,000,000 in the fiscal year of 2021 pursuant to the audited consolidated financial statements of Ucommune as of and for the fiscal year ended December 31, 2021; and (3) 1,000,000 PubCo Class A Ordinary Shares if (x) the VWAP of the PubCo Class A Ordinary Shares equals or exceeds $30 (or any foreign currency equivalent) in any twenty trading days within a thirty trading day period before December 31, 2024 on any securities exchange or securities market on which the PubCo Ordinary Shares are then traded or (y) Ucommune’s revenue exceeds RMB1,912,000,000 in the fiscal year of 2022 pursuant to the audited consolidated financial statements of Ucommune as of and for the fiscal year ended December 31, 2022.

At the Special Meeting, Orisun stockholders will be asked to consider and vote upon the following proposals:

1.      approval of the Reincorporation Merger and the Plan of Merger, which we refer to as the “Reincorporation Merger Proposal” or “Proposal No.1;”

2.      approval of the Acquisition Merger, which we refer to as the “Acquisition Merger Proposal” or “Proposal No.2;”

3.      approval of PubCo’s Incentive Plan, which we refer to as the “Incentive Plan Proposal” or “Proposal No.3.” A copy of the Incentive Plan is attached to the accompanying proxy statement as Annex C;

4.      approval to adjourn the Special Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/prospectus, which we refer to as the “Adjournment Proposal” or “Proposal No.4” and, together with the Reincorporation Merger Proposal, the Acquisition Merger Proposal, and the Incentive Plan Proposal, the “Proposals.”

If the Orisun stockholders approve the Reincorporation Merger Proposal and the Acquisition Merger Proposal, immediately prior to the consummation of the Business Combination, all outstanding units of Orisun (each of which consists of one share of ORSN Common Stock, one ORSN Right and one ORSN Warrant) (the “ORSN Units”) will separate into their individual components of ORSN Common Stock, ORSN Rights and ORSN Warrants and will cease separate existence and trading. Upon the consummation of the Business Combination the current equity holdings of the Orisun stockholders shall be exchanged as follows:

(i)     Each share of Orisun’s common stock, par value $0.00001 per share (“ORSN Common Stock”), issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of such ORSN Common Stock, PubCo shall issue to each Orisun stockholder (other than Orisun stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo Class A Ordinary Share, which, unless explicitly stated herein, shall be fully paid;

(ii)    Each warrant to purchase one half of one share of ORSN Common Stock (“ORSN Warrant”) issued and outstanding immediately prior to effective time of the Reincorporation Merger will convert into a warrant to purchase one-half of one PubCo Class A Ordinary Share (each, a “PubCo Warrant”) (or equivalent portion thereof). The PubCo Warrants will have substantially the same terms and conditions as set forth in the ORSN Warrants; and

(iii)   The holders of Orisun’s rights (exchangeable into one-tenth of one share of ORSN Common Stock) (collectively, the “ORSN Rights”) issued and outstanding immediately prior to the effective time of the Reincorporation Merger will receive one-tenth (1/10) of one PubCo Class A Ordinary Share in exchange for the cancellation of each ORSN Right; provided, however, that no fractional shares will be issued and all fractional shares will be rounded to the nearest whole share.

It is anticipated that, upon consummation of the Business Combination, Orisun’s existing stockholders, including the Sponsor (as defined below), will own approximately 9.39% of the issued PubCo Ordinary Shares, and Ucommune’s current shareholders will own of approximately 80.48% of the issued PubCo Ordinary Shares. These relative percentages assume that (i) none of Orisun’s existing public stockholders exercise their redemption rights, as discussed herein; (ii) there is no exercise or conversion of PubCo Warrants; and (iii) the Notes (defined below) have not been converted. If any of Orisun’s existing public stockholders exercise their redemption rights, the anticipated percentage ownership of Orisun’s existing stockholders will be reduced. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

The ORSN Units, ORSN Common Stock, ORSN Rights and ORSN Warrants are currently listed on the Nasdaq Capital Market under the symbols “ORSNU,” “ORSN,” “ORSNR” and “ORSNW,” respectively. PubCo intends to apply to list the PubCo Class A Ordinary Shares and PubCo Warrants on the Nasdaq Stock Market under the symbols “UK” and “UKOMW,” respectively, in connection with the closing of the Business Combination. Orisun cannot assure you that the PubCo Class A Ordinary Shares and PubCo Warrants will be approved for listing on Nasdaq.

Investing in PubCo securities involves a high degree of risk. See “Risk Factors” beginning on page 26 for a discussion of information that should be considered in connection with an investment in PubCo securities.

As of October 28, 2020, there was approximately $45,277,675.48 in Orisun’s trust account. On October 28, 2020, the last sale price of ORSN Common Stock was $10.10.

Pursuant to Orisun’s amended and restated certificate of incorporation, Orisun is providing its public stockholders with the opportunity to redeem all or a portion of their shares of ORSN Common Stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in Orisun’s trust account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding shares of ORSN Common Stock that were sold as part of the ORSN Units in Orisun’s initial public offering (“IPO”), subject to the limitations described herein. Orisun estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $10.20 at the time of the Special Meeting. Orisun’s public stockholders may elect to redeem their shares even if they vote for the Reincorporation Merger or do not vote at all. Orisun has no specified maximum redemption threshold under the Orisun’s amended and restated certificate of incorporation. It is a condition to closing under the Merger Agreement, however, that Orisun has, in the aggregate, not less than $25,000,000 of cash that is available for distribution upon the consummation of the Business Combination. If redemptions by Orisun public stockholders cause Orisun to be unable to meet this closing condition, then Orisun will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition. In the event that Orisun waives this condition, Orisun does not intend to seek additional stockholder approval or to extend the time period in which its public stockholders can exercise their redemption rights. Holders of outstanding ORSN Warrants and ORSN Rights do not have redemption rights in connection with the Business Combination.

Orisun is providing this proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. The Sponsor and Chardan, which owns approximately 23.16% of ORSN Common Stock as of the record date, has agreed to vote its ORSN Common Stock in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, which transactions comprise the Business Combination, and intends to vote for the Incentive Plan Proposal and the Adjournment Proposal, although there is no agreement in place with respect to voting on those proposals.

Each stockholder’s vote is very important. Whether or not you plan to attend the Special Meeting in person, please submit your proxy card without delay. Orisun’s stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting in person if such stockholder subsequently chooses to attend the Special Meeting. If you are a holder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person. Assuming that a quorum is present, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the Proposals. And broker non-votes will have no effect on any of the Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting of stockholders and, if a quorum is present, will have the effect of a vote against the Business Combination Proposal and no effect on the adjournment proposal. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 26.

Orisun board of directors has unanimously approved the Merger Agreement and the Plans of Merger, and unanimously recommends that Orisun stockholders vote “FOR” approval of each of the Proposals. When you consider Orisun board of director’s recommendation of these Proposals, you should keep in mind that Orisun’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “Proposals to be Considered by Orisun Stockholders: The Business Combination — Interests of Orisun’s Directors and Executive Officers in the Business Combination.”

On behalf of the Orisun board of directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

HOW TO OBTAIN ADDITIONAL INFORMATION

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Orisun with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor, at:

Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: ORSN.info@investor.morrowsodali.com

If you would like to request documents, please do so no later than one week prior to the meeting date to receive them before the Special Meeting. Please be sure to include your complete name and address in your request. Please see the section titled “Where You Can Find Additional Information” to find out where you can find more information about Orisun, PubCo and Ucommune. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. Neither about Orisun, PubCo and Ucommune has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement/prospectus:

•        References to “AI” refer to artificial intelligence;

•        References to “app” refer to mobile app;

•        References to “Beijing Melo” refer to Beijing Melo Technology Co., Ltd.;

•        References to “Beijing U Bazaar” refer to Beijing Ubazaar Technology Co., Ltd.;

•        References to “CAGR” refer to compound annual growth rate;

•        References to “Chardan” refer to Chardan Capital Markets, LLC;

•        References to “China” or “PRC” refer to the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan, Hong Kong and the Macau Special Administrative Region;

•        References to “Closing Date” refer to the date on which the Business Combination is consummated;

•        References to “Exchange Act” refer to the Securities Exchange Act of 1934, as amended;

•        References to “Frost & Sullivan” refer to Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., a third-party industry research firm;

•        References to “Generation Z” refer to the demographic cohort in China of individuals born from 1990 to 2009;

•        References to “GMV” refer to gross merchandize value;

•        References to “HKD” refer to the legal currency of Hong Kong;

•        References to “Hong Kong” or “HK” refer to the Hong Kong Special Administrative Region of the PRC;

•        References to “individual members using workstations” refer to the individuals that use Ucommune’s workstations under a membership agreement as of a given date, excluding the individuals that have access to a workstation on as-needed basis;

•        References to “IoT” refer to internet of things;

•        References to “IPO” refer to the initial public offering of 4,000,000 units of Orisun consummated on August 2, 2019;

•        References to “IT” refer to information technology;

•        References to “Loeb” refer to Loeb & Loeb LLP;

•        References to “LOI” refer to a letter of intent;

•        References to “mature spaces” refer to Ucommune’s spaces that have been open for more than 24 months;

•        References to “members” refer to the individuals and enterprises that have registered on U Bazaar and have received reward points as of a given date;

•        References to “Merger Agreement” refer to the merger agreement between Orisun, PubCo, and Merger Sub and Ucommune and certain other parties;

•        References to “new tier-1 cities” refer to the relatively developed cities following the tier-1 cities in China, namely Chengdu, Hangzhou, Nanjing, Qingdao, Kunming, Shenyang, Tianjin, Wuhan, Xi’an, Changsha, Chongqing, Suzhou, Ningbo, Zhengzhou, Dongguan;

•        References to “Plan of Merger” refer respectively to the statutory plan of merger (including the memorandum and articles of association) to be filed with the Registrar of Companies in the Cayman Islands;

•        References to “SAFE” refer to the State Administration for Foreign Exchange;

•        References to “Shengguang Zhongshuo” refer to Zhuhai Shengguang Zhongshuo Digital Marketing Co., Ltd.;

•        References to “SME” refer to small and medium enterprises;

•        References to “space(s) operated by Ucommune’s associate(s)” refer to the agile office space(s) in which Ucommune has a minority interest investment but are operated by its associate(s); and Ucommune accounts for its investment under the equity method but do not consolidate the revenue of such spaces into its combined and consolidated financial statements;

•        References to “Sponsor” refer to Everstone Investments LLC;

•        References to “tier-1 cities” refer to the most developed cities in China, namely Beijing, Shanghai, Guangzhou and Shenzhen;

•        References to “RMB” or “Renminbi” refer to the legal currency of the PRC;

•        References to “U Bazaar” refer to the mobile app developed by Beijing U Bazaar Technology Co., Ltd.;

•        References to “Ucommune Technology” refer to Ucommune (Beijing) Technology Co., Ltd.;

•        References to “Ucommune Venture” refer to Ucommune (Beijing) Venture Investment Co., Ltd.;

•        References to “US Dollars,” “$,” or “US$” refer to the legal currency of the United States;

•        References to “U.S. GAAP” refer to accounting principles generally accepted in the United States;

•        References to “VWAP” refer to the dollar volume-weighted average price for such security on any securities exchange or securities market on which such security is then traded during normal trading hours of such exchange or market, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during normal trading hours of such market, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the

VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value as reasonably determined by reasonably and in good faith by a majority of the disinterested independent directors of the board of directors (or equivalent governing body) of the applicable issuer. All such determinations shall be appropriately adjusted for any stock or share dividend, stock split or share subdivision, stock combination or share consolidation, recapitalization or other similar transaction during such period;

•        References to “variable interest entities” or “VIEs” refer to Ucommune (Beijing) Venture Investment Co., Ltd., Beijing U Bazaar Technology Co., Ltd. and Beijing Weixue Tianxia Education Technology Co., Ltd., which are PRC companies in which Ucommune does not have equity interests but whose financial results have been consolidated into Ucommune’s combined and consolidated financial statements in accordance with U.S. GAAP, due to Ucommune’s having effective control over, and its being the primary beneficiary of, such entities;

•        References to “Weixue Tianxia” refer to Beijing Weixue Tianxia Education Technology Co., Ltd;

•        References to “2019 Plan” refer to Ucommune Group Holdings Limited 2019 Share Incentive Plan.

•        References to “2020 Plan” refer to PubCo 2020 Share Incentive Plan.

Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus are made at RMB6.9762 to US$1.00, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2019. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. On August 7, 2020, the noon buying rate for Renminbi was RMB 6.9670 to US$1.00.

Orisun Acquisition Corp.
555 Madison Avenue, Room 543
New York, NY 10022
(917)293-9588

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 16, 2020

TO THE STOCKHOLDERS OF ORISUN ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Orisun Acquisition Corp., a Delaware corporation (“Orisun”), will be held on November 16, 2020 at 10:00 a.m. Eastern Time as a teleconference using the following dial-in information:

The Special Meeting will be held for the following purposes:

I.       To approve the merger of Orisun with and into PubCo, its wholly owned Cayman Islands subsidiary, with PubCo surviving the merger. The merger will change Orisun’s place of incorporation from Delaware to the Cayman Islands. We refer to the merger as the Reincorporation Merger. This proposal is referred to as the Reincorporation Merger Proposal or Proposal No.1. Holders of ORSN Common Stock as of record date are entitled to vote on this proposal.

II.     To approve the authorization for PubCo’s board of directors to complete the merger of Merger Sub into Ucommune, resulting in Ucommune becoming a wholly owned subsidiary of PubCo. We refer to the merger as the Acquisition Merger. This proposal is referred to as the Acquisition Merger Proposal or Proposal No.2. Holders of ORSN Common Stock as of record date are entitled to vote on this proposal.

III.    To approve the Incentive Plan, which we refer to as the Incentive Plan Proposal or Proposal No.3. Holders of ORSN Common Stock as of record date are entitled to vote on this proposal.

IV.     To approve the adjournment of the Special Meeting in the event Orisun does not receive the requisite stockholder vote to approve any of the above Proposals. This proposal is called the Adjournment Proposal or Proposal No.4.

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals.” The Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, then Orisun will not consummate the Business Combination. If Orisun does not consummate the Business Combination and fails to complete an initial business combination by February 6, 2021 (18 months after the consummation of the IPO with two three-months extension exercised), or up to May 6, 2021 (21 months after the consummation of the IPO if the time-period is extended, as described herein), Orisun will be required to dissolve and liquidate.

As of October 7, 2020, there were 5,783,235 share of ORSN Common Stock issued and outstanding and entitled to vote. Only Orisun stockholders who hold shares of record as of the close of business on October 7, 2020 are entitled to vote at the Special Meeting or any adjournment of the Special Meeting. This proxy statement/prospectus is first being mailed to Orisun stockholders on or about November 5, 2020. Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding ORSN Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof; provided, however, that if 3,817,564 or more of the ordinary shares purchased in the IPO demand redemption of their ORSN Common Stock, then the Business Combination may not be completed. Assuming that a quorum is present, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

Whether or not you plan to attend the Special Meeting in person, please submit your proxy card without delay to Morrow Sodali LLC not later than the time appointed for the Special Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the Special Meeting. If you fail to return your proxy card and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. You may revoke a proxy at any time before it is voted at the Special Meeting by executing and returning a proxy card dated later than the previous one, by attending the Special Meeting in person and casting your vote by ballot or by submitting a written revocation to Morrow Sodali LLC, that is received by the proxy solicitor before we take the vote at the Special Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

Orisun board of directors unanimously recommends that you vote “FOR” approval of each of the Proposals.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of PubCo, Orisun and/or Ucommune and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Ucommune,” and “Business of Ucommune.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” ��estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Orisun and Ucommune, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Orisun and the following:

•        expectations regarding Ucommune’s strategies and future financial performance, including Ucommune’s future business plans or objectives, prospective performance and opportunities and competitors, revenues, customer acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and Ucommune’s ability to invest in growth initiatives and pursue acquisition opportunities;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the outcome of any legal proceedings that may be instituted against Ucommune, Orisun and others following announcement of the Merger Agreement and transactions contemplated therein;

•        the inability to complete the Business Combination due to the failure to obtain Orisun stockholders’ approval;

•        the risk that the proposed Business Combination disrupts current plans and operations of Ucommune as a result of the announcement and consummation of the Business Combination;

•        the ability to recognize the anticipated benefits of the Business Combination;

•        unexpected costs related to the proposed Business Combination;

•        the amount of any redemptions by existing holders of ORSN Common Stock being greater than expected;

•        the management and board composition of PubCo following the proposed Business Combination;

•        the ability to list PubCo’s securities on Nasdaq;

•        limited liquidity and trading of Orisun’s and PubCo’s securities;

•        geopolitical risk and changes in applicable laws or regulations;

•        the possibility that Ucommune, PubCo and/or Orisun may be adversely affected by other economic, business, and/or competitive factors;

•        operational risk;

•        litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Ucommune’s resources;

•        fluctuations in exchange rates between the foreign currencies in which Ucommune typically does business and the United States dollar; and

•        the risks that the consummation of the Business Combination is substantially delayed or does not occur.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Orisun, Ucommune and PubCo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Ucommune, Orisun, PubCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, PubCo, Ucommune and Orisun undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

Q:     What is the purpose of this document?

A:     Orisun is proposing to consummate the Business Combination. The Business Combination consists of the Reincorporation Merger and the Acquisition Merger, each of which are described in this proxy statement/prospectus. In addition, the Merger Agreement and the Plan of Merger is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You are encouraged to carefully read this proxy statement/prospectus, including “Risk Factors” and all the annexes hereto.

Approval of the Reincorporation Merger and the Acquisition Merger will each require the affirmative vote of the holders of a majority of the issued and outstanding ORSN Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof; provided, however, that if holders of more than 3,817,564 ORSN Common Stock exercise their redemption rights then the Business Combination may not be completed.

Q:     What is being voted on at the Special Meeting?

A:     Below are the Proposals that the Orisun’s stockholders are being asked to vote on:

•        The Reincorporation Merger Proposal to approve the Reincorporation Merger and the Plan of Merger;

•        The Acquisition Merger Proposal to approve the Acquisition Merger;

•        The Incentive Plan Proposal to approve PubCo’s Incentive Plan; and

•        The Adjournment Proposal to approve the adjournment of the Special Meeting in the event Orisun does not receive the requisite stockholder vote to approve the above Proposals.

Approval of each of the Proposals requires the affirmative vote of the holders of a majority of the issued and outstanding ORSN Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof; provided, however, that if holders of more than 3,817,564 ORSN Common Stock exercise their redemption rights then the Business Combination may not be completed. As of the record date, 1,343,211 shares held by the initial stockholders and Chardan, or approximately 23.23% of the outstanding ORSN Common Stock, would be voted in favor of each of the Proposals.

Q:     Are any of the proposals conditioned on one another?

A:     Yes, the Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, Orisun will not consummate the Business Combination. If Orisun does not consummate the Business Combination and fails to complete an initial business combination by February 6, 2021 (18 months after the consummation of the IPO with two three-months extension exercised), or up to May 6, 2021 (21 months after the consummation of the IPO if the time-period is extended, as described herein), Orisun will be required to dissolve and liquidate. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

Q:     Do any of Orisun’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     Orisun’s directors and officers may have interests in the Business Combination that are different from your interests as a stockholder. In December 2018, Orisun issued an aggregate of 1,150,000 shares of common stock to our initial stockholders including the Sponsor, which we refer to herein as “insider shares,” for an aggregate purchase price of $25,000. Simultaneously with the closing of the IPO, Orisun consummated a private placement of 220,000 units (the “Private Units”) at a price of $10.00 per Private Unit. Simultaneously with the sale of the over-allotment units in the IPO, Orisun consummated a private sale of an additional 13,201 Private Units to the Sponsor and Chardan.

If Orisun does not consummate the Business Combination by February 6, 2021 (18 months after the consummation of the IPO with two three-months extension exercised), or up to May 6, 2021 (21 months after the consummation of the IPO if the time-period is extended, as described herein), Orisun will be required to dissolve and liquidate and the securities held by our initial stockholders, including the Sponsor, will be worthless because the initial stockholders have agreed to waive their rights to any liquidation distributions.

The exercise of Orisun’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Orisun stockholders’ best interests.

Q:     When and where is the Special Meeting?

A:     The Special Meeting will take place on November 16, 2020, at 10:00 a.m, Eastern Time. Due to the COVID-19 pandemic, Orisun will be holding its Special Meeting as a teleconference using the following dial-in information:

Q:     Who may vote at the Special Meeting?

A:     Only holders of record of ORSN Common Stock as of the close of business on October 7, 2020 (the record date) may vote at the Special Meeting. As of October 7, 2020, there were 5,783,235 ORSN Common Stock outstanding and entitled to vote. Please see the section titled “The Special Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Special Meeting?

A:     Shareholders representing a majority of the shares of capital stock issued and outstanding as of the record date and entitled to vote at the Special Meeting must be present in person or represented by proxy in order to hold the Special Meeting and conduct business. This is called a quorum. ORSN Common Stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, the Special Meeting will be adjourned to the next business day at the same time and place or to such other time and place as the directors may determine.

Q:     What vote is required to approve the Proposals?

A:     Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding ORSN Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof. Since each of the Proposals require the affirmative vote of a majority of the ORSN Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting “AGAINST” the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

Q:     How will the initial stockholders vote?

A:     Orisun’s initial stockholders, who as of the record date, owned 1,321,011 shares of ORSN Common Stock, or approximately 22.84% of the issued and outstanding ORSN Common Stock, have agreed to vote their respective shares acquired by them prior to the IPO in favor of the Reincorporation Merger Proposal, Acquisition Merger Proposal and other related proposals. The initial stockholders have also agreed that they will vote any shares they purchase in the open market in or after the IPO in favor of each of the Proposals.

Q:     What do I need to do now?

A:     We urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and consider how the Business Combination will affect you as a Orisun stockholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     Do I need to attend the Special Meeting to vote my shares?

A:     No. You are invited to attend the Special Meeting to vote on the Proposals described in this proxy statement/prospectus. However, you do not need to attend the Special Meeting to vote your ORSN Common Stock. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. Orisun encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q:     Am I required to vote against the Reincorporation Merger and the Acquisition Merger Proposal in order to have my ORSN Common Stock redeemed?

A:     No. You are not required to vote against the Reincorporation Merger Proposal and the Acquisition Merger Proposal in order to have the right to demand that Orisun redeem your ORSN Common Stock for cash equal to your pro rata share of the aggregate amount then on deposit in the trust account (including interest earned on your pro rata portion of the trust account, net of taxes payable) before payment of deferred underwriting commissions. These redemption rights in respect of the ORSN Common Stock are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of ORSN Common Stock electing to exercise their redemption rights will not be entitled to receive such payments and their ORSN Common Stock will be returned to them.

Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on November 12, 2020 (two business days before the Special Meeting), that Orisun redeem your shares for cash, and (ii) submit your request in writing to Orisun’s transfer agent, at the address listed at the end of this section and deliver your shares to Orisun’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days prior to the vote at the Special Meeting.

Any corrected or changed written demand of redemption rights must be received by Orisun’s transfer agent two business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Special Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of ORSN Common Stock as of the record date. Any public stockholder who holds ORSN Common Stock on or before November 12, 2020 (two (2) business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

American Stock Transfer & Trust Company, LLC
6201 15th Ave, Brooklyn NY 11219
Attn: Felix Orihuela
E-mail: Admin42@astfinancial.com
Telephone: 718-921-8380

Q:     How can I vote?

A:     If you were a holder of record of ORSN Common Stock on October 7, 2020, the record date for the Special Meeting, you may vote with respect to the Proposals in person at the Special Meeting, or by submitting a proxy by mail so that it is received prior to 10:00 a.m. Eastern Time on November 16, 2020, in accordance with the instructions provided to you under the section titled “The Special Meeting.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. Under Nasdaq rules, your broker, bank or nominee cannot vote your ORSN Common Stock with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Orisun believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your ORSN Common Stock without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your ORSN Common Stock; this indication that a bank, broker or nominee is not voting your ORSN Common Stock is referred to as a “broker non-vote.” Your bank, broker or other nominee can vote your ORSN Common Stock only if you provide instructions on how to vote. You should instruct your broker to vote your ORSN Common Stock in accordance with directions you provide.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     Orisun will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Special Meeting of Orisun stockholders. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

Q:     What happens if I sell my ORSN Common Stock before the Special Meeting?

A:     The record date for the Special Meeting is earlier than the date that the Business Combination is expected to be consummated. If you transfer your ORSN Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Special Meeting. However, you would not be entitled to receive any PubCo Ordinary Shares following the consummation of the Business Combination because only Orisun’s stockholders at the time of the consummation of the Business Combination will be entitled to receive PubCo Ordinary Shares in connection with the Business Combination.

Q:     Will I experience dilution as a result of the Business Combination?

A:     Prior to the Business Combination, the Orisun’s public stockholders who hold shares issued in the IPO own approximately 76.77% of Orisun’s issued and outstanding shares of common stock. After giving effect to the Business Combination and to (i) the issuance of the 70,000,000 PubCo Ordinary Shares in the Acquisition Merger, including 53,358,932 PubCo Class A Ordinary Shares and 9,452,407 PubCo Class B Ordinary Shares issued to the current Ucommune shareholders, and 7,188,661 PubCo Class A Ordinary Shares reserved and authorized for issuance under the Incentive Plan upon closing; (ii) the issuance of up to 6,250,557 PubCo Class A Ordinary Shares to the Orisun stockholders in connection with the Reincorporation Merger (assuming there are no Orisun stockholders who exercise their redemption rights and an aggregate of 467,322 shares are issued upon conversion of the ORSN Rights, including private rights); (iii) assuming no exercise of the PubCo Warrants and not include the PubCo Class A Ordinary Shares issued to certain investors pursuant to the Backstop Agreement (as defined below); (iv) an aggregate of 24,420 PubCo Class A Ordinary Shares are issued upon conversion of the promissory note issued to Ucommune on July 28, 2020; and (v) an aggregate of 1,775,000 PubCo Class A Ordinary Shares are issued to Chardan as financial advisor and Mr. Feng Liu as M&A consultant to the Business Combination, Orisun’s current public stockholders will own approximately 6.26% of the issued share capital of PubCo.

Q:     Are Ucommune’s shareholders required to approve the Acquisition Merger?

A:     Yes. Ucommune’s shareholders’ approval of the Acquisition Merger, Merger Agreement and the plan of acquisition merger is required to consummate the Business Combination. In the event that the Acquisition Merger, Merger Agreement re the plan of acquisition merger fails to be authorized or approved by Ucommune’s shareholders and such breach has not been cured within fifteen (15) days following the receipt by Ucommune of a notice describing such breach, Orisun can terminate the Merger Agreement and will be entitled to a break-up fee of $3,000,000 promptly after such termination. Ucommune’s shareholders are not required to approve the Reincorporation Merger Proposal.

Q:     Is the consummation of the Business Combination subject to any conditions?

A:     Yes. The obligations of each of Orisun, Ucommune, Merger Sub and PubCo to consummate the Business Combination are subject to conditions, as more fully described in the section titled “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” in this proxy statement/prospectus.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Special Meeting in person and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Special Meeting. If you hold your ORSN Common Stock through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: ORSN.info@investor.morrowsodali.com

Q:     Should I send in my stock certificates now?

A:     Yes. Orisun’s stockholders who intend to have their shares redeemed should send their certificates or tender their shares electronically no later than two business days before the Special Meeting. Please see the section titled “The Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite stockholder approvals are received, Orisun expects that the Business Combination will occur as soon as practicable following the Special Meeting, but only after the registration of the plans of merger by the Registrar of Companies of the Cayman Islands with respect to the Reincorporation Merger and the Acquisition Merger. However, if Orisun anticipates that it may not be able to consummate its initial business combination on or before February 6, 2021 (within 18 months from the closing of the IPO), Orisun may, but is not obligated to, extend the period of time to consummate a business combination by an additional three months through February 6, 2021 (for a total of up to 21 months to complete a business combination). Pursuant to the terms of Orisun’s amended and restated certificate of incorporation and the trust agreement entered into between Orisun and the transfer agent, in order to extend the time available for Orisun to consummate its initial business combination, Orisun’s insiders or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the trust account $444,002 on or prior to the date of the applicable deadline.

Q:     Who will manage PubCo?

A:     Mr. Zhuangkun He, who currently serves as Chief Executive Officer of Ucommune, and Mr. Cheong Kwok Mun, who currently serves as Chief Financial Officer of Ucommune, will serve in those respective roles at PubCo following the consummation of the Business Combination. For more information on PubCo’s current and anticipated management, see the section titled “PubCo’s Directors and Executive Officers after the Business Combination” in this proxy statement/prospectus.

Q:     What happens if the Business Combination is not consummated?

A:     If the Business Combination is not consummated, Orisun may seek another suitable business combination. If Orisun does not consummate a business combination by the date that is 18 months from the closing of the IPO (or extended up to 21 months, as previously described), then pursuant to Article 6 of its amended and restated certificate of incorporation, Orisun’s officers must take all actions necessary in accordance with the General

Corporation Law of Delaware to dissolve and liquidate Orisun as soon as reasonably practicable. Following dissolution, Orisun will no longer exist as a company. In any liquidation, the funds held in the trust account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of ORSN Common Stock who acquired such shares in Orisun’s IPO or in the aftermarket. The estimated consideration that each share of ORSN Common Stock would be paid at liquidation would be approximately $10.20 per share for stockholders based on amounts on deposit in the trust account as of October 28, 2020. The closing price of ORSN Common Stock on Nasdaq as of October 28, 2020 was $10.10. The Sponsor and other initial stockholders and Chardan waived the right to any liquidation distribution with respect to any ORSN Common Stock held by them.

Q:     What happens to the funds deposited in the trust account following the Business Combination?

A:     Following the closing of the Business Combination, holders of ORSN Common Stock exercising redemption rights will receive their per share redemption price out of the funds in the trust account. The balance of the funds will be released to PubCo and utilized to fund working capital needs of PubCo. As of October 28, 2020, there was approximately $45,277,675.48 in Orisun’s trust account. Orisun estimates that approximately $10.20 per outstanding share issued in Orisun’s IPO will be paid to the public investors exercising their redemption rights. Any funds remaining in the trust account after such uses will be used for future working capital and other corporate purposes of the combined entity.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder elects to redeem its ORSN Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the ORSN Common Stock under Section 302 of the Internal Revenue Code (the “Code”). If the redemption qualifies as a sale or exchange of the ORSN Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the ORSN Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the ORSN Common Stock redeemed exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. See the section titled “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights.”

Q:     Will holders of ORSN Common Stock, ORSN Rights or ORSN Warrants be subject to U.S. federal income tax on the PubCo Ordinary Shares or PubCo Warrants received in the Business Combination?

A:     Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences of the Business Combination,” the Reincorporation Merger should qualify as a “reorganization” within the meaning of Section 368 of the Code, and, as a result, a U.S. Holder (as defined below) should not recognize gain or loss on the exchange of ORSN Common Stock, ORSN Rights, or ORSN Warrants for PubCo Ordinary Shares or PubCo Warrants, as applicable, pursuant to the Reincorporation Merger. The discussion in “Material U.S. Federal Income Tax Consequences of the Business Combination” reflects the opinion of Loeb as to the material U.S. federal income tax consequences of the Business Combination to U.S. Holders of ORSN Common Stock, ORSN Rights, or ORSN Warrants, subject to the limitations, exceptions, beliefs, assumptions, and qualifications described therein and otherwise herein (including uncertainty as to whether the Business Combination will be taxable for such U.S. Holders).

The rules under Section 367(a) and Section 368 of the Code, however, are complex and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations. If the Reincorporation Merger does not qualify as a reorganization for a reason other than the application of Section 367(a) of the Code, then a U.S. Holder that exchanges its ORSN Common Stock, ORSN Rights, or ORSN Warrants for the consideration under the Business Combination will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Ordinary Shares and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the ORSN Common Stock, ORSN Rights, and ORSN Warrants exchanged. For a more detailed discussion of certain U.S. federal income tax consequences of the Reincorporation Merger and the Business Combination, see the section titled “Material U.S. Federal Income Tax Consequences of the Business Combination” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine

the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Orisun’s proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: ORSN.info@investor.morrowsodali.com

You may also obtain additional information about Orisun from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

DELIVERY OF DOCUMENTS TO Orisun’s sTOCKholders

Pursuant to the rules of the SEC, Orisun and vendors that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of this proxy statement/prospectus, unless Orisun has received contrary instructions from one or more of such stockholders. Upon written or oral request, Orisun will deliver a separate copy of this proxy statement/prospectus to any stockholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of the proxy statement may likewise request that Orisun deliver single copies of this proxy statement/prospectus in the future. Stockholders may notify Orisun of their requests by contacting Morrow Sodali LLC as follows:

Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: ORSN.info@investor.morrowsodali.com

If Ucommune were unable to obtain financing on favorable terms, this could hamper its ability to obtain further financing and meet its principal and interest payment obligations to its creditors. As a result, Ucommune may be exposed to liquidity constraints. In order to provide additional liquidity to its operations, Ucommune could be forced to reduce its planned capital expenditures, implement austerity measures and/or sell additional non-strategic assets in order to raise funds. A reduction in its capital expenditure program could adversely affect its financial condition and results of operations, in particular, Ucommune’s ability to achieve its anticipated growth or even maintain the operations of its current spaces, and such events, if they occur, would adversely affect PubCo’s financial condition and results of operations after the Business Combination.

Ucommune has recorded negative cash flows from operating activities historically and may experience significant cash outflows or has net current liabilities in the future.

Ucommune has experienced significant cash outflow from operating activities historically. Ucommune had net cash used in operating activities of RMB52.1 million and RMB223.4 million (US$32.0 million) for the years of 2018 and 2019, respectively. Although Ucommune had net cash provided by operating activities of RMB2.4 million (US$0.3 million) for the six months ended June 30, 2020, Ucommune may not achieve positive cash flows in the future. The cost of continuing operations could further reduce Ucommune’s cash position, and an increase in Ucommune’s net cash outflow from operating activities could adversely affect Ucommune’s operations by reducing the amount of cash available for Ucommune’s operations and business expansion.

Failure to generate positive cash flow from operations may adversely affect Ucommune’s ability to raise capital for Ucommune’s business on reasonable terms, if at all. It may also diminish the willingness of members or other parties to enter into transactions with Ucommune, and have other adverse effects that harm Ucommune’s long-term viability.

Ucommune had net current liabilities of RMB2,156.8 million, RMB739.4 million (US$106.0 million) and RMB673.2 million (US$95.1 million) as of December 31, 2018, December 31, 2019 and June 30, 2020, respectively. Net current liabilities expose Ucommune to liquidity risk. Ucommune has satisfied its liquidity requirements primarily through equity financing activities and short-term/long-term borrowings. Such financing might not be available to Ucommune in a timely manner or on terms that are acceptable, or at all.

Ucommune’s business will require significant amount of working capital to support its growth. Ucommune’s future liquidity and ability to make additional capital investments will depend primarily on its ability to maintain sufficient cash generated from operating activities and to obtain adequate external financing. There can be no assurance that Ucommune will be able to renew existing bank facilities or obtain equity or other sources of financing.

Ucommune’s financial condition and operational results are affected by Ucommune’s occupancy rates. Ucommune faces heightened risks as it relies on many large enterprise members to sustain its occupancy rate.

In pre-opening process, Ucommune’s spaces typically have a three to five month vacancy period to redevelop space and conduct other pre-opening preparation work. The vacancy period might also be longer than expected if Ucommune cannot attract members to its new spaces or maintain members of its existing spaces.

Ucommune relies on a limited number of key large enterprise members to sustain its occupancy rate. Ucommune’s top 25 large enterprise members accounted for approximately 29.58% of Ucommune’s tenancy in terms of workstations as of June 30, 2020 and contributed to 25.70% of Ucommune’s total revenue for the six months ended June 30, 2020. Such concentration leads to more heightened risks, for instance, if one of these key enterprises terminates their contract with Ucommune, Ucommune’s business could suffer. Large enterprise members often sign membership agreements on longer lease terms and for larger spaces or a greater number of workstations than some of Ucommune’s other members. They generally account for a high proportion of Ucommune’s net revenue at a particular community. A default by a large enterprise member under its agreement with Ucommune could cause a significant reduction in the operating cash flow generated by the community where that large enterprise member is situated. In addition, the larger amount of available space occupied by any individual large enterprise member means that the time and effort required to execute a definitive agreement tailored for such a member is greater than Ucommune’s standard membership agreements. In some instances, Ucommune agrees to varying levels of customization of the spaces Ucommune licenses to these large enterprise members. Large enterprise members may nevertheless delay commencement of their membership agreements, fail to make timely lease payments, or declare bankruptcy or

otherwise default on their obligations to Ucommune. Any of these events could result in the termination of that large enterprise member’s agreement with Ucommune and, potentially, sunk costs and transaction costs that are difficult or impossible for Ucommune to recover.

In case the members choose not to continue using Ucommune’s spaces, Ucommune may experience difficulty in having new members to use the current space or would need additional time and cost to redevelop the space, which may result in longer vacancy periods and adversely affect Ucommune’s operational results.

Ucommune’s key operational metrics and other estimates may not accurately measure Ucommune’s operating performance.

Ucommune continually reviews the numbers of spaces, workstations, members and occupancy rate to evaluate its growth trends, measure its performance and make strategic decisions. These metrics are calculated using internal data and may not be indicative of Ucommune’s future operating performance. While these numbers are based on what Ucommune believes to be reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring how Ucommune’s spaces are used across a large member base. For example, the number of Ucommune’s members may include members who do not actively use Ucommune’s spaces or services. If investors do not perceive Ucommune’s operating metrics to accurately represent Ucommune’s operating performance, or if Ucommune discovers material inaccuracies in its operating metrics, Ucommune’s business operation, financial condition and reputation may be materially and adversely affected.

Ucommune requires a significant amount of capital to fund its operations and growth. If Ucommune cannot obtain sufficient capital on acceptable terms, its business, financial condition and prospects may be materially and adversely affected.

Ucommune requires a significant amount of capital and resources for its operations and continued growth. Ucommune expects to make significant investments in the expansion and operations of its spaces, which may significantly increase Ucommune’s net cash used in operating activities. Ucommune’s sales and marketing expenses may also continue to increase in order to keep attracting members and to attract new members. In addition, Ucommune invests heavily in its technology systems, which are essential to Ucommune’s expansion and operations. It may take a long time to realize returns on such investments, if at all.

To date, Ucommune has historically funded its cash requirements primarily through capital contributions from its shareholders and short-term or long-term borrowings. If these resources are insufficient to satisfy Ucommune’s cash requirements, Ucommune may seek to raise funds through additional equity offering or debt financing or additional bank facilities. Ucommune’s ability to obtain additional capital in the future, however, is subject to a number of uncertainties, including those relating to its future business development, financial condition and results of operations, general market conditions for financing activities by companies in its industry, and macro-economic and other conditions in China and globally. If Ucommune cannot obtain sufficient capital on acceptable terms to meet its capital needs, Ucommune may not be able to execute its growth strategies, and Ucommune’s business, financial condition and prospects may be materially and adversely affected.

Ucommune’s advertising and branding services are subject to risks associated with concentration of customers.

The majority of Ucommune’s marketing and branding services revenue generated in the six months ended June 30, 2020 was attributed to one of Ucommune’s subsidiaries, Shengguang Zhongshuo, a digital marketing services provider Ucommune acquired in December 2018. For the six months ended June 30, 2020, the top four customers of Shengguang Zhongshuo accounted for approximately 90% of its total revenue. Such concentration leads to heightened risks. For example, any adverse changes or loss of one of Ucommune’s major customers of Ucommune’s advertising and branding services may result in a material decrease in Ucommune’s marketing and branding services revenue, and any interruption or adjustments of those major customers’ businesses may lead to material fluctuations of Ucommune’s marketing and branding services revenue. Due to the decreased marketing and branding spending by certain major clients in the first half of 2020, Ucommune’s marketing and branding services revenue decreased by 30.4% from RMB181.7 million for the six months ended June 30, 2019 to RMB126.5 million (US$17.9 million) for the six months ended June 30, 2020.

In addition, the historical financial results of Ucommune’s marketing and branding services may not serve as an adequate basis for evaluating the future financial results of this segment. Ucommune’s operational history of Shengguang Zhongshuo is very limited and the concentration of customers further increases the likelihood of

material fluctuations of Ucommune’s marketing and branding services revenue. For example, Ucommune experienced substantial growth in net revenue from marketing and branding services in the third quarter of 2019 primarily due to the increased demand from Ucommune’s major customers. However, such growth rate may not be sustainable since Ucommune’s net revenue from marketing and branding services will be largely impacted by the fluctuation in demand for marketing and branding services of Ucommune’s major customers.

Ucommune’s expansion into new regions, markets and business areas may pose increased risks.

Ucommune also plans to expand operations in China and overseas markets. Additionally, in order to provide superior services to its members, Ucommune intends to increase the U Plus service offerings. This expansion will incur significant costs, and it inherently involves uncertainties and risks as Ucommune may encounter unexpected issues or situations for which Ucommune is unprepared.

As Ucommune’s business expands into new regions, Ucommune plans to invest substantial resources and may face new operational risks and challenges associated with the business, economic and regulatory environment with which Ucommune is not familiar. Ucommune will be required, among other things, to understand and comply with the local regulations, to partner with local businesses or individuals, to hire, train, manage and retain local workforce, and to cope with members or potential members who have different preferences. Additionally, in launching new spaces in a new region, Ucommune needs to negotiate satisfactory leasing terms with local parties, to adapt the design and features of Ucommune’s spaces and services to accommodate local conventions, and to adjust Ucommune’s pricing and marketing approaches as per factors such as local rental prices. All these adjustments Ucommune makes may be ineffective and adversely affect Ucommune’s business. For example, for the years of 2018 and 2019 and for the six months ended June 30, 2019 and June 30, 2020, Ucommune recorded impairment loss on long-lived assets of RMB111.2 million, RMB52.0 million (US$7.5 million), RMB46.1 million and RMB33.5 million (US$4.7 million), respectively. Ucommune’s strategy of overseas expansion will further subject it, for instance, to different cultural norms and business practice, risks relating to fluctuations in currency exchange rates, and unpredictable disruptions as a result of security threats or political or social unrest and economic instability.

Ucommune has incurred, and may in the future incur, impairment loss on long-lived assets. Significant impairment of Ucommune’s long-lived assets could materially impact its financial position and results of its operations.

Ucommune has made significant investment in long-lived assets. Ucommune is required to review Ucommune’s long-lived assets, including right-of-use of assets arising from certain long-term leases, property, plant and equipment and assets recorded in connection with business combinations, whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, Ucommune measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, Ucommune would recognize an impairment loss based on the fair value of the assets. The application of long-lived asset impairment test requires significant management judgment. If Ucommune’s estimates and judgments are inaccurate, the fair value determined could be inaccurate and the impairment may not be adequate, and Ucommune may need to record additional impairments in the future.

Ucommune had impairment loss on long-lived assets of RMB52.0 million (US$7.5 million) for the year ended December 31, 2019 and RMB33.5 million (US$4.7 million) for the six months ended June 30, 2020. These impairment losses primarily reflected impairment of right-of-use of assets arising from certain long-term leases, including certain long-term lease agreements with certain shareholders. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Components of Results of Operations.” Ucommune could be required to record additional impairments on long-lived assets in the future. Any significant impairment losses charged against Ucommune’s long-lived assets could have a material adverse effect on Ucommune’s results of operations.

Ucommune faces vigorous competition. If Ucommune is not able to compete effectively with others, Ucommune’s business, financial condition and results of operations may be materially and adversely affected.

While Ucommune is a leader in the Chinese agile office space industry, the industry is still in an early stage of development with numerous opportunities. If new companies launch competing solutions in the markets in which Ucommune operates, Ucommune may face increased competition for members. Ucommune’s existing competitors include global players, up-and-coming local companies and traditional workspace operators. Some of Ucommune’s competitors may have more resources, operate in more jurisdictions and be able to provide a better member experience

at a more competitive price. Ucommune may face heightened competition under certain operation models. For example, for Ucommune’s spaces under U Brand, Ucommune’s competitor may charge lower management fees and Ucommune may lose the client due to pricing or be forced to lower its fees. Ucommune’s inability to compete effectively in securing new or repeat businesses could hinder its growth or adversely impact its operating results.

In addition, some of the services Ucommune provides or plans to provide are served by companies established in their markets. Failure to compete in such services markets could damage Ucommune’s ability to cultivate the vibrant community Ucommune seeks to build.

Ucommune’s success depends on the continuing efforts of its key management and capable personnel as well as its ability to recruit new talent. If Ucommune fails to hire, retain or motivate Ucommune’s staff, Ucommune’s business may suffer.

Ucommune’s future success depends in a large part on the continued service of Ucommune’s key management. If Ucommune loses the services of any member of Ucommune’s key management, Ucommune may not be able to hire suitable or qualified replacements, and may incur additional expenses to recruit and train new staff which could severely disrupt Ucommune’s business and growth. If any member of Ucommune’s key management joins a competitor or forms a competing business, Ucommune may lose customers, know-how and key professionals and staff members.

Ucommune’s rapid growth also requires it to continually hire, train, and retain a wide range of personnel that can adapt to a dynamic, competitive and challenging business environment and are capable of helping us conduct effective marketing, innovate new products and service offerings, and develop technological capabilities. Ucommune may need to offer attractive compensation and other benefits package, including share-based compensation, to attract and retain them. Ucommune also needs to provide Ucommune’s employees with sufficient training to help them realize their career development and grow with Ucommune. Any failure to attract, train, retain or motivate experienced and capable personnel could severely disrupt Ucommune’s business and growth.

Certain of Ucommune’s affiliated persons or entities are now or may in the future lease the building spaces they own to Ucommune or have other transactions with Ucommune. Ucommune may have conflicts of interest with Ucommune’s officers and directors for such related party transactions and Ucommune may not be able to resolve such conflicts on terms favorable to it.

Certain of Ucommune’s officers and directors are now or may in the future lease the building spaces they own to Ucommune or have other transactions with Ucommune. For example, Ucommune leases certain spaces from Youxiang Group, an affiliate of Dr. Daqing Mao, Ucommune’s founder. Those related parties negotiated satisfactory terms that are in the best interests of their businesses as a whole, which may not necessarily be aligned with Ucommune’s best interests. Although upon completion of the Business Combination, Ucommune’s audit committee, consisting of independent non-executive directors, will review and approve all proposed related party transactions, Ucommune may not be able to resolve all potential conflicts of interest in this regard.

Ucommune has engaged in transactions with related parties, and such transactions present potential conflicts of interest that could have an adverse effect on our business and results of operations.

In additional to leasing building spaces from related party, Ucommune has entered into a number of other transactions with related parties. See “Certain Transactions of Ucommune” for more details. Ucommune or PubCo may in the future enter into additional transactions with its related parties. Interests of these related parties may not necessarily be aligned with Ucommune’s or PubCo’s interests and the interests of its other shareholders. For example, conflicts of interest may arise in connection with decisions regarding the transaction arrangements which may be less favorable to Ucommune or PubCo than similar arrangements negotiated with unaffiliated third parties. Conflicts of interest may also arise in connection with the exercise of contractual remedies, such as the treatment of events of default. As a result, those related party transactions, individually or in the aggregate, may have an adverse effect on our business and results of operations.

Unexpected termination of leases or other arrangements, failure to negotiate satisfactory terms for or duly perform leases or other arrangements, failure to renew the leases or other arrangements of Ucommune’s existing premises or to renew such leases or other arrangements at acceptable terms could materially and adversely affect Ucommune’s business.

Ucommune’s ability to increase the number of spaces and to operate them profitably depends on the due execution and performance of these leases or other arrangements and whether Ucommune is able to negotiate these leases and other arrangements on satisfactory terms. Lessors may also not duly perform their obligations under the leases or other arrangements due to various reasons, such as lessors’ failure to deliver the possession of the premises as agreed.

The increases in rental rates, particularly those markets where initial terms under Ucommune’s leases are shorter, could adversely affect Ucommune’s business. Additionally, Ucommune’s ability to negotiate favorable terms to extend an lease agreement or in connection with an alternate space will depend on then-prevailing conditions in the real estate market, such as overall lease expenses increase, competition from other would-be tenants for desirable leased spaces and Ucommune’s relationships with current and prospective building owners and landlords, or other factors that are not within Ucommune’s control. If Ucommune is not able to renew or replace an expiring lease agreement, Ucommune will incur significant costs related to vacating that space or redeveloping the space, which could result in loss of members who may have chosen that space based on the design, location or other attributes of that particular space.

Strategic alternatives to pure leasing arrangements, such as acquisitions, strategic alliances and asset management agreements accounted for a significant percentage of the spaces Ucommune obtains. These arrangements are generally more flexible and require less direct capital expenditures than a traditional lease arrangement but also involve risks and uncertainties. For example, Ucommune has experienced delay or failure to deliver the possession of the premises with some of the counterparties for various reasons, including the delay of completion of the construction and the change of title of the premise before the delivery. Although Ucommune has experienced such delay or failure in very limited cases, Ucommune could experience delay or failure to deliver the premises in the future. Disruption of these strategic arrangements will adversely affect Ucommune’s business.

Growth of Ucommune’s business will partially depend on the recognition of Ucommune’s brand. Failure to maintain, protect and enhance Ucommune’s brand would limit Ucommune’s ability to expand or retain Ucommune’s member base, which would materially and adversely affect Ucommune’s business, financial condition and results of operations.

Ucommune believes that recognition of Ucommune’s brand among Ucommune’s members and business partners has helped in managing Ucommune’s member acquisition costs and contributed to the growth and success of Ucommune’s business. Accordingly, maintaining, protecting and enhancing the recognition of Ucommune’s brand is critical to Ucommune’s business and market position. Maintaining, protecting and enhancing Ucommune’s brand depends on several factors, including, Ucommune’s ability to:

•        maintain the quality and attractiveness of the services Ucommune offers;

•        maintain relationships with landlords and other business partners;

•        increase brand awareness through marketing and brand promotion activities;

•        comply with relevant laws and regulations;

•        compete effectively against existing and future competitors; and

•        preserve Ucommune’s reputation and goodwill generally and in the event of any negative publicity on Ucommune’s services and data security, or other issues affecting us, and China’s agile office space industry in general.

A public perception that Ucommune, or other industry participants do not provide satisfactory services, even if factually incorrect or based on isolated incidents, could damage Ucommune’s reputation, diminish the value of Ucommune’s brand, undermine the trust and credibility Ucommune has established and has a negative impact on Ucommune’s ability to attract and retain members, and Ucommune’s business, financial condition and results of operations may be materially and adversely affected.

Ucommune is exposed to risks associated with the redevelopment and construction of the spaces Ucommune occupies.

Opening new spaces subjects Ucommune to risks that are associated with redevelopment projects in general, such as delays in construction, contract disputes and claims, fines or penalties levied by government authorities relating to Ucommune’s construction activities. Ucommune may also experience delays when opening a new space as a result of building owners or landlords not completing their base building work on time or as a result of delays in obtaining all necessary land-use, building, occupancy and other required governmental permits and authorizations. Failure to open a space on schedule may cost Ucommune the lost revenue from that space and may damage Ucommune’s brand and require that Ucommune leases and provides temporary space for its members.

Despite having Ucommune’s own design and building team during the development phase of spaces, Ucommune relies in part on the continued availability and satisfactory performance of third-party general contractors and subcontractors to perform the actual construction work, and in many cases to select and obtain the related building materials. As such, the timing and quality of the redevelopment of Ucommune’s occupied spaces depends on the performance of these third party contractors acting on behalf of Ucommune.

The people Ucommune engages in connection with a construction project are subject to the usual hazards associated with providing construction and related services on construction project sites, which can cause personal injury, damage to or destruction of property, plant and equipment, and environmental damage. Although Ucommune is insured against many of these risks, Ucommune’s insurance coverage may be inadequate in scope or the coverage amount may be insufficient to fully compensate Ucommune for any losses arising from any such events at a construction site Ucommune operates or oversees. Despite Ucommune’s detailed specifications and Ucommune’s inspection, project management and quality control procedures, in some cases, general contractors and their subcontractors may use improper construction practices or defective materials. Improper construction practices or defective materials can result in the need to perform extensive repairs to Ucommune’s spaces and potentially lead to personal injury. Ucommune could also suffer damage to Ucommune’s reputation, and may be exposed to possible liability, if these third parties fail to comply with applicable laws.

Ucommune incurs significant costs related to the redevelopment of its spaces, which it may be unable to recover in a timely manner or at all.

Redevelopment of a space typically takes three to five months from the date Ucommune takes possession of the space under the relevant occupancy agreement to the opening date. During this time, Ucommune incurs substantial costs without generating any revenues from the space, especially the costs for spaces under its self-operated model for which Ucommune bears lease and redevelopment costs. If Ucommune is unable to complete the redevelopment and construction activities for any reason, or conditions in the real estate market or the broader economy change in ways that are unfavorable, Ucommune may be unable to recover these costs in a timely manner or at all. In addition, Ucommune’s redevelopment activities are subject to cost and schedule overruns as a result of many factors, some of which are beyond Ucommune’s control and ability to foresee, including increases in the cost of materials and labor.

Ucommune incurs costs relating to the maintenance, refurbishment and remediation of Ucommune’s spaces.

The terms of Ucommune’s lease agreements generally require that Ucommune ensures that the spaces Ucommune occupies are kept in good status throughout the term of the occupancy agreement and Ucommune typically bears the obligation of maintenance and repair for spaces Ucommune decorated during the period. The terms of Ucommune’s lease agreements for the overseas spaces may also require Ucommune to return the space to the landlord at the end of the term of the occupancy agreement in the same condition it was delivered to Ucommune, which, in such instances, will require removing all fixtures and improvements to the space. The costs associated with this maintenance, removal and repair work may be significant.

Ucommune also anticipates that Ucommune will be required to periodically refurbish Ucommune’s spaces to keep pace with the changing needs of Ucommune’s members. Extensive refurbishments may be costly and time-consuming and may negatively impact Ucommune’s operational and financial performance. Ucommune’s member experience may also be adversely affected if extensive refurbishments disrupt Ucommune’s operations at Ucommune’s spaces.

The long-term and fixed cost nature of Ucommune’s leases may limit Ucommune’s operating flexibility and could adversely affect Ucommune’s liquidity.

Ucommune currently leases a significant majority of its spaces under long-term leases with an average term of approximately eight years. Ucommune’s obligations to landlords under these agreements extend for periods that significantly exceed the length of Ucommune’s membership agreements with its members, which may be terminated by Ucommune’s members upon one-month notice. Ucommune’s leases generally provide for fixed monthly payments that are not tied to member usage or the size of Ucommune’s member base, and all of Ucommune’s leases contain minimum lease payment obligations. As a result, if members at a particular space terminate their membership agreements with Ucommune and if Ucommune is unable to attract members to actively use its spaces or services, Ucommune’s lease expenses may exceed its net revenue. In addition, in an environment where retail cost for real estate is decreasing, Ucommune may not be able to lower its fixed monthly payments under its leases to rates that are commensurate with prevailing market rates. At the same time, Ucommune would also be pressured to lower its membership fees charged to the members, potentially resulting in Ucommune’s lease expense exceeding Ucommune’s net revenue. In such events, Ucommune would not have the ability to reduce its lease expenses or otherwise terminate the lease in accordance with its terms.

If Ucommune experiences a prolonged reduction in net revenue at a particular space, Ucommune’s results of operations in respect of that space would be adversely affected unless and until either the lease expires, or Ucommune is able to assign the lease or sublease the space to a third party, or Ucommune defaults under the terms of the lease and ceases operations at the leased spaces. Ucommune’s ability to assign a lease or sublease the space to a third party may be constrained by provisions in the lease that restrict these transfers without the prior consent of the landlord. Additionally, Ucommune could incur significant costs if Ucommune decides to assign or sublease unprofitable leases, as Ucommune may incur transaction costs associated with finding and negotiating with potential transferees, and the ultimate transferee may require upfront payments or other inducements. A default under a lease could expose Ucommune to breach of contract and other claims which could result in direct and indirect costs to us, and could result in operational disruptions that could harm Ucommune’s reputation and brand.

Failure to comply with the terms of Ucommune’s indebtedness could result in default, which could have an adverse effect on Ucommune’s cash flow and liquidity.

Ucommune may from time to time enter into credit facilities and debt financing arrangements containing financial and other covenants that could, among other things, restrict Ucommune’s business and operations. If Ucommune breaches any of these covenants, including the failure to maintain certain financial ratios, Ucommune’s lenders may be entitled to accelerate Ucommune’s debt obligations. Any default under the credit facility could result in the repayment of these loans prior to maturity as well as the inability to obtain additional financing, which in turn may have a material adverse effect on Ucommune’s cash flow and liquidity.

Some of the lease agreements of Ucommune’s leased properties have not been registered with the relevant PRC government authorities as required by PRC law, which may expose Ucommune to potential fines.

Under PRC law, lease agreements of commodity housing tenancy are required to be registered with the local construction (real estate) departments. As of the date of this proxy statement/prospectus, some of Ucommune’s lease agreements for its leased properties in China, including leased properties for its spaces, have not been registered with the relevant PRC government authorities. The reasons for the incomplete registration and filing of lease agreements include (i) the relevant lessors failed to provide necessary documents for Ucommune to register the leases with the local government authorities; (ii) in practice, certain local regulatory authorities do not process certain leases registration applications; and (iii) Ucommune did not file registrations for certain of Ucommune’s lease agreements that were close to expiration. Failure to complete the registration and filing of lease agreements will not affect the validity of the lease agreements, however, in case the parties of the lease agreements fail to rectify such non-compliance within the prescribed time frame after receiving notice from the relevant PRC government authorities, they may be exposed to potential fines ranging from RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant authority. As advised by Ucommune’s PRC counsel, if Ucommune fails to rectify the unregistered leases within a period required by relevant government authorities, the maximum amount of potential fines arising from the unregistered

leases would be approximately RMB0.8 million, as of the date of this proxy statement/prospectus. However, to date, no material penalty has been imposed on Ucommune for the failure to register the relevant lease agreements. Ucommune has taken several steps to strengthen its compliance for registration of lease agreements, including (i) liaising with the relevant lessors to provide required documentation for completing the registration; (ii) filing registrations for lease agreements that are close to expiration if such agreements are extended; and (iii) strengthening Ucommune’s internal control procedures to ensure registration of lease agreements for the new spaces.

Ucommune’s rights to use the leased properties could be challenged by property owners, relevant government authorities or other third parties, which may disrupt Ucommune’s operations and incur relocation costs.

As of the date of this proxy statement/prospectus, certain lessors of Ucommune’s leased properties in China failed to provide Ucommune with valid property ownership certificates or authorizations from the property owners for the lessors to sublease the properties. If such lessors do not have the relevant property ownership certificates or the right to lease or sublease such properties to Ucommune, the relevant rightful title holders or other third parties may challenge Ucommune’s use of such leased properties, and Ucommune may be forced to vacate these properties and be required to seek alternative properties for lease or choose to terminate the lease earlier while bearing the penalty of early termination under the lease. The usage of Ucommune’s leased properties might also be challenged by other various reasons, such as restrictions purposed by laws, regulations or policies based on the nature or usage of certain leased properties. With respect to these properties, if the lessor was considered by competent government authorities in violation of relevant laws and regulations for providing such leased properties to Ucommune, and was penalized by such competent government authority, Ucommune may not be able to lease and use such lease properties. In such an event, Ucommune’s business operations will be interrupted, and relocation costs will be incurred. Moreover, if Ucommune’s lease agreements are challenged by third parties, this could result in diversion of management attention and cause Ucommune to incur costs associated with defending such actions, even if such challenges are ultimately determined in Ucommune’s favor.

If Ucommune’s promotional and marketing plans are not effective, Ucommune’s business and prospects may be negatively affected.

Ucommune has invested and anticipates to continue investing in sales and marketing activities to promote its brand and spaces and to deepen its relationships with members. Ucommune also pays for online advertisements to platforms to sustain its exposure and publicity. To foster the member base, Ucommune may offer discounts or other incentives, which incur costs and might not be effective for obtaining new members.

Moreover, Ucommune’s sales and marketing activities may not be well received by its existing members, and may not attract new ones as anticipated. The evolving marketing landscape may require Ucommune to experiment with new marketing methods to keep pace with industry trends and members’ preferences. Failure to refine Ucommune’s existing marketing approaches or to introduce new marketing approaches in a cost-effective manner could reduce the number of members, occupancy rate and market share. Ucommune also relies on a number of agencies, business partners and its own business development team to attract new members and thus enlarge its member base. Any disruption of Ucommune’s relationship with these intermediaries could harm Ucommune’s abilities to promote business. Therefore, there is no assurance that Ucommune will be able to recover the costs of its sales and marketing activities or that these activities will be effective in attracting new members and retaining existing ones.

A significant interruption in the operations of Ucommune’s suppliers could potentially disrupt Ucommune’s operations.

Ucommune partially relies on third-party suppliers for certain equipment, furniture and other fixtures. Ucommune also depends on third-party suppliers to provide certain services to facilitate its daily operations, such as security services and maintenance services. Ucommune has limited control over the operations of its third-party suppliers, and any significant interruption in their operations may have an adverse impact on Ucommune’s operations. For example, a significant interruption in the operations of Ucommune’s internet service provider could impact the operation of Ucommune’s apps, malfunctioning of Ucommune’s security equipment could lead to safety issues of Ucommune’s spaces, and any disruption of lighting could cause poor member experience. Disruptions in the supply chain may result from weather-related events, natural disasters, trade restrictions, tariffs, border controls, acts of war, terrorist attacks, third-party strikes or ineffective cross dock operations, work stoppages or slowdowns, shipping capacity constraints,

supply or shipping interruptions or other factors beyond Ucommune’s control. If Ucommune could not resolve the impact of the interruptions of operations of Ucommune’s third-party suppliers or service providers, Ucommune’s operations and financial results may be materially and adversely affected.

In some cases, Ucommune may rely on a single source for procurement of construction materials or other supplies in a given region. Any disruption in the supply of certain materials could disrupt operations at Ucommune’s existing spaces or significantly delay Ucommune’s opening of a new space, which may cause harm to Ucommune’s reputation and brand.

A large portion of Ucommune’s members are concentrated in major metropolitan areas and certain industries. An economic downturn in any of these areas or industries may result in reduction of Ucommune’s members and could adversely affect Ucommune’s results of operations.

A significant portion of Ucommune’s existing and target member base consists of SMEs who may be disproportionately affected by adverse economic conditions. In addition, the concentration of Ucommune’s operations in specific cities magnifies the risk of localized economic conditions in those cities or the surrounding regions to any business. For the years ended December 31, 2018 and 2019 and the six months ended June 30, 2020, Ucommune generated the majority of its net revenue from its agile office spaces located in Beijing, Shanghai and Shenzhen. Adverse changes in general economic conditions or real estate market as well as relevant regulatory environment in these cities may have a disproportionate effect on the member base, occupancy rates and/or pricing. In addition, Ucommune’s members are concentrated in certain industries, such as technology, media and telecom industry. Therefore, the adverse changes in those industries may affect the demands of agile office spaces of Ucommune’s members and further affect Ucommune’s operation results. Ucommune’s business may also be affected by generally prevailing economic conditions in the markets where Ucommune operates, which can result in a general decline in real estate activity, reduce demand for occupancy and Ucommune’s services and exert downward pressure on Ucommune’s pricing.

Ucommune faces risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt its operations.

China has in the past experienced significant natural disasters, including earthquakes, extreme weather conditions, as well as health scares related to epidemic or pandemic diseases, and any similar event could materially impact Ucommune’s business in the future. If a disaster or other disruption were to occur in the future that affects the regions where Ucommune operates its business, Ucommune’s operations could be materially and adversely affected due to loss of personnel and damage to property. Even if Ucommune is not directly affected, such a disaster or disruption could affect the operations or financial condition of Ucommune’s ecosystem participants, which could harm Ucommune’s results of operations.

In addition, Ucommune’s business could be affected by public health epidemics, such as the outbreak of avian influenza, severe acute respiratory syndrome, or SARS, Zika virus, Ebola virus, COVID-19 or other disease. In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, infections have been reported globally. The World Health Organization declared COVID-19 to constitute a “Public Health Emergency of International Concern” on January 30, 2020 and then characterized it as a pandemic on March 11, 2020. With an aim to contain the COVID-19 outbreak, the PRC government imposed various strict measures across the country including, but not limited to, travel restrictions, mandatory quarantine requirements, temporary closure of business premises, and postponed resumption of business operations. Ucommune’s business operations were severely disrupted in the first quarter of 2020 but gradually resumed after April 2020. In particular, most of Ucommune’s space in China were temporarily shut down from February 2020 to April 2020 as a result of government restrictions and regulation. Due to the economic downturn in China and worldwide caused by COVID-19, the demand for Ucommune’s spaces have been adversely affected since January 2020. As some of Ucommune’s members are vulnerable to the COVID-19 outbreak and the slowdown of the macroeconomic conditions, they could not make the payment in a timely manner or stopped renewing the lease, resulting in a decreased occupancy rate. Although China has controlled COVID-19 to some extent and Ucommune’s business has started to recover in the second quarter of 2020, the potential impact brought by and the duration of the COVID-19 outbreak is difficult to assess or predict and the full impact of COVID-19 on Ucommune’s operations will depend on many factors beyond Ucommune’s control. While it is unknown how long these conditions will last and what the complete financial effect will be to Ucommune, Ucommune is closely monitoring the impact of COVID-19 on it. Ucommune’s business, results of operations, financial conditions and prospects could be materially adversely affected to the extent that COVID-19 harms the Chinese and global economy in general.

Ucommune’s business and reputation may be affected if Ucommune’s employees or members of Ucommune’s community or guests who enter Ucommune’s spaces behave badly.

Ucommune’s emphasis on its values makes its reputation particularly sensitive to allegations of violations of community rules or applicable laws by employees, members, or guests who enter Ucommune’s spaces. If employees, members or guests violate Ucommune’s policies or engage in illegal or unethical behaviors, or are perceived to do so, Ucommune may be subject to negative publicity and Ucommune’s reputation may be harmed. These sort of behaviors may also lead to existing members ceasing to use Ucommune’s spaces, which would adversely impact occupancy and revenue for the affected space.

Ucommune is exposed to risks relating to the cooperation with Ucommune’s business partners.

Ucommune selects and relies on a number of business partners to provide various services such as corporate secretary and human resources, to facilitate more service options and better experience for its members. Due to the reliance on such business partners, any interruption of their operations, any failure of them to accommodate Ucommune’s fast growing business scale, any termination or suspension of Ucommune’s partnership arrangements, any change in cooperation terms, or any deterioration of cooperative relationships with them may materially and adversely affect Ucommune’s brand image and impact Ucommune’s operations.

In addition, Ucommune has limited control over its business partners. Failure by third parties to provide satisfactory services or comply with laws and regulations could subject Ucommune to reputational harm based on their association with Ucommune and its brand. In the event that Ucommune becomes subject to claims arising from services provided by its business partners, it may attempt to seek compensation from the relevant business partners. However, such compensation may be limited. If no claim can be asserted against a business partner, or amounts that Ucommune claims cannot be fully recovered from business partners, Ucommune may be required to bear such losses and compensation at Ucommune’s own costs. This could have a material and adverse effect on Ucommune’s business, financial condition and results of operations.

Ucommune may not effectively identify, pursue and consummate strategic alliances, investments or acquisitions.

Ucommune may from time to time engage in evaluations of, and discussions with, possible domestic and international acquisitions, investments or alliance candidates. Ucommune cannot guarantee that it may be able to identify suitable strategic alliances, investment or acquisition opportunities. Even when Ucommune identifies an appropriate acquisition or investment target, it may not be able to negotiate the terms of the acquisition or investment successfully, obtain financing for the proposed transaction, or integrate the relevant businesses into its existing business and operations. Furthermore, as Ucommune has limited control over the companies in which it only has minority stake, it cannot ensure that these companies will always comply with applicable laws and regulations in their business operations. Non-compliance of regulatory requirements by Ucommune’s investees may cause substantial harm to Ucommune’s reputations and the value of Ucommune’s investment. In addition, there may be particular complexities, regulatory or otherwise, associated with Ucommune’s expansion into new markets. Ucommune’s strategies may not be successfully implemented beyond the current markets. If Ucommune is unable to effectively address these challenges, its ability to execute acquisitions as a component of its long-term strategy will be impaired, which could have an adverse effect on its growth.

Ucommune may not achieve the benefits Ucommune expects from recent and future investments and acquisitions and Ucommune’s operations may be materially and adversely affected by such investments and acquisitions.

Ucommune has made and may continue to make equity investments in or acquisitions of businesses that it believes may complement its existing business or may improve the experience of its members. While Ucommune believes those initiatives may produce benefit to its business in the long term, such decisions may adversely impact its short- or medium-term operating results. Further, if the businesses Ucommune acquires or in which it invests do not subsequently achieve the synergies it expects or do not generate the financial and operational benefits it expects, Ucommune’s investments and acquisitions may not benefit its business strategy or generate sufficient revenues to offset the associated investment or acquisition costs.

Investments and acquisitions present financial, managerial and operational challenges, including difficulty in integrating Ucommune’s operations with businesses Ucommune acquires or in which Ucommune invests, potential disruption of Ucommune’s ongoing business and distraction of management attention and risks associated with

offering new products and services or entering additional markets. For example, Ucommune invested in or acquired certain construction and decoration services providers and companies that provide value-added services to customers of agile office spaces. Ucommune has limited experience in these new businesses and services and may fail to generate sufficient revenue or other value to justify Ucommune’s investments in these businesses and services. Ucommune’s members may not respond favorably to its new services and solutions, which could damage its public image and market reputation and adversely affect its business.

In addition, acquisitions could result in significant impairments to long-term investment, goodwill and other intangible assets. For example, Ucommune invested RMB17.3 million in a company providing consulting services, but the investment was fully impaired as of December 31, 2018 as it encountered going concern issues.

Certain industry data and information in this proxy statement/prospectus were obtained from third-party sources and were not independently verified by Ucommune.

This proxy statement/prospectus contains certain industry data and information obtained from third-party sources. Ucommune has not independently verified the data and information contained in such third-party publications and reports. Data and information contained in such third-party publications and reports may be collected using third-party methodologies, which may differ from the data collection methods used by us. In addition, these industry publications and reports generally indicate that the information contained therein is believed to be reliable, but do not guarantee the accuracy and completeness of such information.

Statistical data in these publications also include projections based on a number of assumptions. The agile office space industry may not grow at the rates projected by market data, or at all. Furthermore, if any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions. Material slowdown of the agile office space industry against the projected rates may have material and adverse effects on Ucommune’s business.

Ucommune may not be able to adequately protect its intellectual property from unauthorized use by others.

Ucommune’s trademarks and other intellectual properties are critical to its business. Any of Ucommune’s intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. There can be no assurance that (i) Ucommune’s pending applications for intellectual property rights will be approved, (ii) all of Ucommune’s intellectual property rights will be adequately protected, or (iii) Ucommune’s intellectual property rights will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. Third parties may also take the position that Ucommune is infringing their rights, and Ucommune may not be successful in defending these claims. Additionally, Ucommune may not be able to enforce and defend its proprietary rights or prevent infringement or misappropriation, without substantial expense to Ucommune and a significant diversion of management time and attention from business strategy.

To protect Ucommune’s trademarks and other proprietary rights, Ucommune relies on and expects to continue to rely on a combination of protective agreements with its team members and third parties (including local or other strategic partners it may do business with), physical and electronic security measures, and trademark, copyright, patent and trade secret protection laws. If the measures Ucommune has taken to protect its proprietary rights are inadequate to prevent the use or misappropriation by third parties or such rights are diminished due to successful challenges, the value of Ucommune’s brand and other intangible assets may be diminished and Ucommune’s ability to attract and retain members may be adversely affected.

The proper functioning of Ucommune’s technology is essential to Ucommune’s business, and any difficulty experienced by such system would materially and adversely affect Ucommune.

Ucommune uses a combination of proprietary technology and technology provided by its third-party service providers to support its business and its member experience. For example, U Bazaar, which Ucommune develops in-house but also incorporates third-party and open source software where appropriate, connects local spaces and develops and deepens connections among Ucommune’s members, both at a particular space and across Ucommune’s global network.

Ucommune’s products and services may not continue to be supported by third-party service providers on commercially reasonable terms or at all. Moreover, Ucommune may be subject to claims by third parties who maintain that Ucommune’s service providers’ technology infringes the third party’s intellectual property rights. Although

Ucommune’s agreements with its third-party service providers often contain indemnities in Ucommune’s favor with respect to these eventualities, Ucommune may not be indemnified for these claims or Ucommune may not be successful in obtaining indemnification to which Ucommune is entitled.

To the extent that the technologies and systems that Ucommune uses to manage the daily operations of Ucommune’s business or that Ucommune makes available to its members malfunction, Ucommune’s ability to operate its business, retain existing members and attract new members may be impaired. Ucommune may not be able to attract and retain sufficiently skilled and experienced professionals to operate and maintain these technologies and systems, and Ucommune’s current product and service offerings may not continue to be, and new product and service offerings may not be, supported by the applicable third-party service providers on commercially reasonable terms or at all. Also, any harm to Ucommune’s members’ personal computers or other devices caused by Ucommune’s software, such as Ucommune’s apps, or other sources of harm, such as hackers or computer viruses, could have an adverse effect on the member experience and Ucommune’s reputation.

Ucommune needs to invest heavily on its technology in order to sustain or grow Ucommune’s business, and the uncertainties associated with the evolving customer needs and emerging industry standards create risks with respect to such investment. On one hand, Ucommune’s ongoing investment in technology may not generate the expected level of returns; on the other hand, failure on Ucommune’s part to adopt new technologies to adapt to such changing environment may materially and adversely impact Ucommune’s business.

Ucommune’s business generates and processes a large amount of data; the improper use or disclosure of such data by unauthorized persons could subject Ucommune to significant reputational, financial, legal and operational consequences.

Ucommune generates significant amount of proprietary, sensitive and otherwise confidential information relating to its business and operations. Ucommune collects and stores these personal data regarding its members, including member names and billing data in its system. The collection, protection and use of personal data are governed by privacy laws and regulations enacted in PRC and other jurisdictions around the world. These laws and regulations continue to evolve and on occasion may be inconsistent from one jurisdiction to another. Compliance with applicable privacy laws and regulations may lead to increases in Ucommune’s operating costs and adversely impact Ucommune’s ability to conduct Ucommune’s business and market Ucommune’s products and services to Ucommune’s members and potential members. Any failure or perceived failure on Ucommune’s part or Ucommune’s third-party service providers to comply with applicable privacy laws, privacy policies or privacy-related contractual obligations may result in governmental enforcement actions, fines, litigation, other claims and adverse publicity.

Similar to other companies, Ucommune’s information technology systems face the threat of cyber-attacks, such as security breaches, phishing scams, malware and denial-of-service attacks. Ucommune’s systems or the systems of third-parties that Ucommune relies upon could experience unauthorized intrusions or inadvertent data breaches, which could result in the exposure or erosion of Ucommune’s proprietary information and/or members’ data. This data is maintained on Ucommune’s own systems as well as the systems of third-party service providers.

As methods used to obtain unauthorized access to systems or sabotage systems change frequently and may not be known until launched against Ucommune or the third parties Ucommune relies on, Ucommune and its partners may be unable to anticipate these attacks or implement adequate preventative measures. In addition, any party who is able to illegally obtain identification and password credentials could potentially gain unauthorized access to Ucommune’s systems or the systems of third parties Ucommune relies on. If any such event occurs, Ucommune may have to spend significant capital and other resources to mitigate the impact of the event and to develop and implement protection to prevent such future events of that nature from occurring. From time to time, employees make mistakes with respect to security policies that are not always immediately detected by compliance policies and procedures. These can include errors in software implementation or a failure to follow protocols and patch systems. Employee errors, even if promptly discovered and remediated, may disrupt operations or result in unauthorized disclosure of confidential information.

If a cybersecurity incident occurs, or is perceived to occur, Ucommune may be the subject of negative publicity and the perception of the effectiveness of Ucommune’s security measures and Ucommune’s reputation may be harmed, which could damage Ucommune’s relationships and result in the loss of existing or potential members. In addition, even if there is no compromise of member information, Ucommune could incur significant fines or lose the opportunity to support electronic payments from members, which would limit the full effectiveness and efficiency of Ucommune’s payment processing.

The wide variety of payment methods that Ucommune accepts subject Ucommune to third-party payment processing-related risks.

Ucommune accepts a variety of payment methods including WeChat Pay and Alipay through third-party payment processors. Ucommune pays these payment processors varying service fees, which may increase over time and raise Ucommune’s operating costs. Ucommune may also be subject to fraud, security breaches and other illegal activities in connection with the various payment methods Ucommune offers.

In addition, Ucommune is subject to various rules, regulations and requirements, regulatory or otherwise, governing payment processing, which could change or be reinterpreted to make it difficult or impossible for Ucommune to comply with. For example, according to Announcement No.10 (2018) of the People’s Bank of China issued in July 2018, or Announcement No.10, companies that refuse to accept cash payment should rectify such non-compliance. According to People’s Bank of China’s interpretation of Announcement No.10, e-commence platforms, self-service counters and other companies (i) that offer products and services online and in a cashier-less manner, (ii) whose entire customer purchase process does not involve payment or receipt of cash, and (iii) who have obtained consent from customers to use electronic payment methods, may use electronic payment methods instead of accepting cash. Ucommune believes that its cashier-less operation is in compliance with Announcement No. 10. However, Ucommune cannot assure you that the relevant governmental authorities will have the same interpretation. If Ucommune fails to comply with these rules or requirements, Ucommune may be subject to fines and higher transaction fees or no longer be able to offer certain payment methods, and Ucommune’s business, financial condition and results of operations could be materially and adversely affected.

Ucommune may experience significant complaints from members, or adverse publicity involving its spaces and services.

Ucommune faces an inherent risk of complaints from its members. Most of the complaints Ucommune received from members were related to the facilities and services of Ucommune’s spaces. Ucommune takes these complaints seriously and endeavors to reduce such complaints by implementing various remedial measures. Nevertheless, Ucommune cannot assure you that Ucommune can successfully prevent or address all complaints.

Any complaints or claims against Ucommune, even if meritless and unsuccessful, may divert management attention and other resources from Ucommune’s business and adversely affect Ucommune’s business and operations. Members may lose confidence in Ucommune and its brand, which may adversely affect Ucommune’s business and results of operations. Furthermore, negative publicity including but not limited to negative online reviews on social media and crowd-sourced review platforms, industry findings or media reports related to agile office spaces industry, whether or not accurate, and whether or not concerning Ucommune’s spaces, can adversely affect Ucommune’s business, results of operations and reputation.

Pending or future litigation could have a material and adverse impact on Ucommune’s business, financial condition and results of operations.

From time to time, Ucommune has been, and may in the future be, subject to lawsuits brought on by its competitors, individuals, or other entities against Ucommune, in matters relating to intellectual property rights and contractual disputes. At times, the outcomes of actions Ucommune institutes may not be successful or favorable to it. Lawsuits against it may also generate negative publicity that significantly harms its reputation, which may adversely affect its ability to expand the member base. In addition to the related cost, managing and defending litigation and related indemnity obligations can significantly divert management’s attention from operating Ucommune’s business. Ucommune may also need to pay damages or settle lawsuits with a substantial amount of cash.

Upon the consummation of the Business Combination, PubCo, as the holding company of Ucommune, may face additional exposure to claims and lawsuits. These claims could divert management time and attention away from Ucommune’s business and result in significant costs to investigate and defend, regardless of the merits of the claims. In some instances, PubCo may elect or be forced to pay substantial damages if it is unsuccessful in its efforts to defend against these claims, which could harm its business, financial condition and results of operations.

The share-based compensation may have an impact on Ucommune’s or its future holding company’s profit. Exercise of the share options granted will increase the number of Ucommune’s or its future holding company’s shares, which may affect the market price of Ucommune’s or its future holding company’s shares.

Ucommune adopted a share incentive plan in August 2019, which Ucommune refers to as 2019 Plan in this proxy statement/prospectus, to enhance Ucommune’s ability to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the company’s growth and performance. The maximum aggregate number of ordinary shares Ucommune is authorized to issue pursuant to all awards under 2019 Plan is 15,028,567 ordinary shares. As of the date of this proxy statement/prospectus, options to purchase an aggregate number of 12,505,704 ordinary shares have been granted and outstanding under the 2019 Plan. Upon the Business Combination, PubCo will adopt the 2020 Plan, with the maximum number of 7,188,661 PubCo Class A shares authorized to issue and grant awards to purchase 5,981,891 PubCo Class A shares to replace the granted and outstanding awards under 2019 Plan.

Ucommune believes the granting of share-based awards is of significant importance to Ucommune’s ability to attract and retain key personnel and employees, and Ucommune expects that after Business Combination, PubCo will continue to grant share-based compensation to employees under the 2020 Plan. As a result, PubCo’s expenses associated with share-based compensation may increase after the Business Combination, which may have an adverse effect on PubCo’s results of operations.

A severe or prolonged downturn in the PRC or global economy could materially and adversely affect Ucommune’s business and Ucommune’s financial condition.

The global macroeconomic environment is facing challenges. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China. There have been concerns over unrest and terrorist threats in the Middle East, Europe and Africa and over the conflicts involving Ukraine, Syria and North Korea. There have also been concerns on regional instability and tension, as well as the relationship among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes, and the trade disputes between the United States and China. For example, a growing trade dispute between the United States and China could adversely impact demand for Ucommune’s agile office spaces and services, Ucommune’s costs, Ucommune’s members, suppliers and business partners and China’s economy, which could materially and adversely affect Ucommune’s business, operating results and financial condition. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term.

Economic conditions in China are sensitive to global economic conditions, changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. While the economy in China has grown significantly over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing in recent years. Although growth of China’s economy remained relatively stable, China’s economic growth may materially decline in the near future. Any severe or prolonged slowdown in the global or PRC economy may materially and adversely affect Ucommune’s business, results of operations and financial condition.

If Ucommune or PubCo fails to implement and maintain an effective system of internal controls to remediate its material weaknesses over financial reporting, PubCo may be unable to accurately report its results of operations, meet its reporting obligations or prevent fraud, and investor confidence and the market price of PubCo’s ordinary shares may be materially and adversely affected.

Prior to the Business Combination, Ucommune has been a private company with limited accounting and financial reporting personnel and other resources with which Ucommune addresses its internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with a proposed initial public offering of Ucommune, Ucommune previously engaged Deloitte Touche Tohmatsu Certified Public Accountants LLP (“Deloitte”) to audit its combined and consolidated financial statements for the fiscal years ended December 31, 2017 and 2018. In January 2020, Deloitte informed Ucommune

Board that Deloitte became aware of certain contractual arrangements regarding shareholder transactions of Ucommune which were not previously provided to Deloitte, and raised concerns over the impact of these contracts on the subsequent event footnote to the combined and consolidated financial statements for the years ended December 31, 2017 and 2018, which omitted disclosures related to the contractual arrangements as well as Ucommune’s internal control over financial reporting. In response to the issues raised by Deloitte, the Board of Directors of Ucommune commenced an investigation (the “Internal Investigation”) of such issues with assistance from external legal advisors. On July 22, 2020, the Board of Directors of Ucommune concluded the Internal Investigation. The material weaknesses identified during the Internal Investigation includes: (i) lack of Audit & Risk Committee and Chief Compliance officer to monitor all company policies, and ensure that the policies are implemented and followed; (ii) lack of financial compliance training related to the disclosure obligation by shareholders, directors and officers during an US IPO to the Ucommune’s management personnel as well as other staff; (iii) lack of strictly implementation of Ucommune’s internal contract initiation and approval procedures to prohibit any unusual bypassing conduct of such procedures and improve employee’s awareness of such procedures by distributing relevant policies and delivering trainings; (iv) lack of proper contract approval procedures and policies, in which all related party transactions or above a certain amount are required to be reviewed; (v) lack of internal file management procedures and lack of a more effective file records management system; (vi) lack of effective chop usage registration records with identifiable contract information, and lack of a parallel searchable chop usage registration records management system; and (vii) lack of compliance policies related to conflict of interest, related party transactions, ethics, and related matters. Ucommune has implemented relevant remedy measures and all above material weaknesses are assessed to be remediated by June 30, 2020. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Ucommune — Change in Registered Independent Public Accounting Firm” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Ucommune — Internal Control Over Financial Reporting.”

In connection with the audits of its combined and consolidated financial statements included in this proxy statement/prospectus, Ucommune and its independent registered public accounting firm identified the following material weaknesses in its internal control over financial reporting. Ucommune’s independent registered public accounting firm has not conducted an audit of its internal control over financial reporting. The material weaknesses that have been identified relate to (i) lack of comprehensive accounting policies and procedures manual in accordance with U.S. GAAP and (ii) insufficient accounting personnel with appropriate experience and knowledge to address complex accounting matters in accordance with U.S. GAAP. Neither Ucommune nor its independent registered public accounting firm undertook a comprehensive assessment of its internal control under the Sarbanes-Oxley Act for purposes of identifying and reporting any weakness in its internal control over financial reporting. To remedy the identified material weaknesses, Ucommune has adopted and will adopt further measures to improve its internal control over financial reporting. Ucommune has implemented, and plans to continue to develop, a full set of U.S. GAAP accounting policies and financial reporting procedures as well as related internal control policies, including implementing a comprehensive accounting manual to guide the day-to-day accounting operation and reporting work. Ucommune has recruited staff with knowledge of U.S. GAAP and SEC regulations in its finance and accounting department. Ucommune has also supplemented and enhanced internal training and development programs for financial reporting personnel. Additionally, when entering into complex transactions, Ucommune will utilize third party consultant for accounting services as additional resources. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Internal Control Over Financial Reporting.” However, Ucommune cannot assure you that these measures may fully address the material weaknesses and deficiencies in Ucommune’s internal control over financial reporting or that Ucommune may conclude that they have been fully remediated.

Upon completion of the Business Combination, PubCo will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, will require that PubCo include a report from management on the effectiveness of PubCo’s internal control over financial reporting in PubCo’s annual report on Form 20-F beginning with PubCo’s annual report in PubCo’s second annual report on Form 20-F after becoming a public company. In addition, once PubCo ceases to be an “emerging growth company” as such term is defined in the JOBS Act, PubCo’s independent registered public accounting firm must attest to and report on the effectiveness of PubCo’s internal control over financial reporting. Moreover, even if PubCo’s management concludes that PubCo’s internal control over financial reporting is effective, PubCo’s independent registered public accounting firm, after conducting its own independent testing, may issue an adverse opinion on the effectiveness of internal control over financial reporting if it is not satisfied with PubCo’s internal controls or the level at which PubCo’s controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from PubCo. In addition, after PubCo becomes a public company, PubCo’s reporting obligations may place a significant strain on PubCo’s management, operational and financial resources and systems for the foreseeable future. PubCo may be unable to timely complete its evaluation testing and any required remediation.

During the course of documenting and testing PubCo’s internal control procedures, in order to satisfy the requirements of Section 404, PubCo may identify other weaknesses and deficiencies in PubCo’s internal control over financial reporting. If PubCo fails to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, PubCo may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404. Generally speaking, if PubCo fails to achieve and maintain an effective internal control environment, it could result in material misstatements in PubCo’s financial statements and could also impair PubCo’s ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, PubCo’s businesses, financial condition, results of operations and prospects, as well as the trading price of the ordinary shares, may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose PubCo to increased risk of fraud or misuse of corporate assets and subject PubCo to potential delisting from the stock exchange on which PubCo lists, regulatory investigations and civil or criminal sanctions. PubCo may also be required to restate its financial statements from prior periods. PubCo will incur increased costs as a result of being a public company.

Upon completion of the Business Combination, PubCo will become a public company and expect to incur significant legal, accounting and other expenses. For example, as a result of becoming a public company, PubCo will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. Operating as a public company will make it more difficult and more expensive for it to obtain director and officer liability insurance, and PubCo may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, PubCo will incur additional costs associated with its public company reporting requirements. It may also be more difficult for PubCo to find qualified persons to serve on its Board of Directors or as executive officers.

After PubCo is no longer an “emerging growth company,” PubCo may incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC.

Ucommune has limited insurance coverage for its operations.

The insurance industry in China is still at an early stage of development, and insurance companies in China currently offer limited business-related insurance products. Although Ucommune has purchased insurances including business disruption insurance and property insurance for its space, those insurances might not be able to cover all risks. Any uninsured risks may result in substantial costs and the diversion of resources, which could adversely affect its results of operations and financial condition.

Risk Factors Relating to Ucommune’s Corporate Structure

Ucommune relies on contractual arrangements with its VIEs and their shareholders for a large portion of Ucommune’s business operations. These arrangements may not be as effective as direct ownership in providing operational control. Any failure by Ucommune’s VIEs or their shareholders to perform their obligations under such contractual arrangements would have a material and adverse effect on Ucommune’s business.

Ucommune has relied and expects to continue relying on contractual arrangements with its VIEs and their shareholders to operate its business in China. The revenues contributed by Ucommune’s VIEs and their subsidiaries constituted substantially all of Ucommune’s net revenue for the year of 2018 and 2019 and the six months ended June 30, 2020.

These contractual arrangements may not be as effective as direct ownership in providing Ucommune with control over its VIEs. For example, Ucommune’s VIEs and their shareholders could breach their contractual arrangements with Ucommune by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to Ucommune’s interests. If Ucommune had direct ownership of its VIEs, Ucommune would be able to exercise its rights as a shareholder to effect changes in the board of directors of its VIEs, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current contractual arrangements, Ucommune relies on the performance by its VIEs and their shareholders of their obligations under the contracts to exercise control over its VIEs. The shareholders of Ucommune’s consolidated VIEs may not act in the best interests of Ucommune or may not perform their obligations under these contracts. Such risks exist throughout the period in which Ucommune intends to operate certain portions

of its business through the contractual arrangements with its VIEs. One of Ucommune’s VIEs, Ucommune Venture, has 45 shareholders. As a result, Ucommune faces increased risk that these shareholders may breach the VIE contracts or take other actions that are detrimental to Ucommune’s interests.

If Ucommune’s VIEs or their shareholders fail to perform their respective obligations under the contractual arrangements, Ucommune may have to incur substantial costs and expend additional resources to enforce such arrangements. For example, if the shareholders of Ucommune’s VIEs refuse to transfer their equity interest in Ucommune’s VIEs to Ucommune or Ucommune’s designee if Ucommune exercises the purchase option pursuant to these contractual arrangements, or if they otherwise act in bad faith toward Ucommune, then Ucommune may have to take legal actions to compel them to perform their contractual obligations. In addition, if any third parties claim any interest in such shareholders’ equity interests in Ucommune’s VIEs, Ucommune’s ability to exercise shareholders’ rights or foreclose the share pledge according to the contractual arrangements may be impaired. If these or other disputes between the shareholders of Ucommune’s VIEs and third parties were to impair Ucommune’s control over Ucommune’s VIEs, Ucommune’s ability to consolidate the financial results of its VIEs would be affected, which would in turn result in a material adverse effect on its business, operations and financial condition.

The shareholders of Ucommune’s VIEs may have actual or potential conflicts of interest with Ucommune, which may materially and adversely affect Ucommune’s business and financial condition.

As of the date of this proxy statement/prospectus, Ucommune is not aware of any conflicts between the shareholders of Ucommune’s VIEs and Ucommune. However, the shareholders of Ucommune’s VIEs may have actual or potential conflicts of interest with Ucommune in the future. These shareholders may refuse to sign or breach, or cause Ucommune’s VIEs to breach, or refuse to renew, the existing contractual arrangements Ucommune has with them and Ucommune’s VIEs, which would have a material and adverse effect on Ucommune’s ability to effectively control its VIEs and receive economic benefits from them. For example, the shareholders may be able to cause Ucommune’s agreements with its VIEs to be performed in a manner adverse to Ucommune by, among other things, failing to remit payments due under the contractual arrangements to Ucommune on a timely basis. Ucommune cannot assure you that when conflicts of interest arise any or all of these shareholders will act in the best interests of Ucommune or such conflicts will be resolved in Ucommune’s favor, particularly given the relatively large number of shareholders of Ucommune Venture, one of Ucommune’s VIEs. Currently, Ucommune does not have any arrangements to address potential conflicts of interest between these shareholders and Ucommune. If Ucommune cannot resolve any conflict of interest or dispute between us and these shareholders, Ucommune would have to rely on legal proceedings, which could result in disruption of Ucommune’s business and subject Ucommune to substantial uncertainty as to the outcome of any such legal proceedings.

Ucommune’s contractual arrangements are governed by PRC law. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.

The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit Ucommune’s ability to enforce these contractual arrangements. Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a VIE should be interpreted or enforced under PRC law. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts except that parties may apply for a cancellation of such rulings before an intermediate people’s court at the place where the arbitration commission is located under certain circumstances, and if the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts, which would require additional expenses and delay. In the event Ucommune is unable to enforce these contractual arrangements, or if Ucommune suffers significant delays or other obstacles in the process of enforcing these contractual arrangements, Ucommune may not be able to exert effective control over its VIEs, and Ucommune’s ability to conduct its business may be negatively affected.

Substantial uncertainties existing with the PRC foreign investment legal regime may have a significant impact on Ucommune’s corporate structure and business operations.

On March 15, 2019, the PRC National People’s Congress approved the Foreign Investment Law, which came into effect on January 1, 2020 and replaced the existing laws regulating foreign investment in the PRC, namely, the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and

the Wholly Foreign-Invested Enterprise Law, and become the legal foundation for foreign investment in the PRC. Meanwhile, the Implementation Regulation of the Foreign Investment Law came into effect as of January 1, 2020, which clarified and elaborated the relevant provisions of the Foreign Investment Law. The Foreign Investment Law stipulates three forms of foreign investment. However, the Foreign Investment Law does not explicitly stipulate the contractual arrangements as a form of foreign investment.

Notwithstanding the above, the Foreign Investment Law stipulates that foreign investment includes “foreign investors invest through any other methods under laws, administrative regulations or provisions prescribed by the State Council”. Therefore, there are possibilities that future laws, administrative regulations or provisions prescribed by the State Council may regard contractual arrangements as a form of foreign investment, and then whether Ucommune’s contractual arrangement will be recognized as foreign investment, whether Ucommune’s contractual arrangement will be deemed to be in violation of the foreign investment access requirements and how the above-mentioned contractual arrangement will be handled are uncertain. Therefore, there is no guarantee that Ucommune’s contractual arrangement and the business of Consolidated Affiliated Entities will not be materially and adversely affected in the future.

In the extreme case-scenario, Ucommune may be required to unwind the contractual arrangement and/or dispose of the VIEs or their subsidiaries, which could have a material and adverse effect on Ucommune’s business, financial conditions and result of operations.

Contractual arrangements in relation to Ucommune’s VIEs may be subject to scrutiny by the PRC tax authorities and they may determine that Ucommune or Ucommune’s VIEs owe additional taxes, which could negatively affect Ucommune’s financial condition and the value of your investment.

Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities within ten years after the taxable year when the transactions are conducted. Ucommune could face material and adverse tax consequences if the PRC tax authorities determine that the VIE contractual arrangements were not entered into on an arm’s-length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, rules and regulations, and adjust the income of Ucommune’s VIEs in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction of expense deductions recorded by Ucommune’s VIEs for PRC tax purposes, which could in turn increase their tax liabilities without reducing Ucommune’s PRC subsidiaries’ tax expenses. In addition, the PRC tax authorities may impose late payment fees and other penalties on Ucommune’s VIEs for the adjusted but unpaid taxes according to the applicable regulations. Ucommune’s financial position could be materially and adversely affected if the tax liabilities of its VIEs increase or if they are required to pay late payment fees and other penalties.

Ucommune may lose the ability to use, or otherwise benefit from, the licenses, approvals and assets held by its VIEs, which could severely disrupt its business, render us unable to conduct some or all of its business operations and constrain its growth.

Ucommune relies on contractual arrangements with its VIEs to use, or otherwise benefit from, certain foreign restricted licenses and permits that it needs or may need in the future as its business continues to expand, such as the internet content provider license, or the ICP license held by one of its VIEs.

The contractual arrangements contain terms that specifically obligate the VIEs’ shareholders to ensure the valid existence of the VIEs and restrict the disposal of material assets of the VIEs. However, in the event the VIEs’ shareholders breach the terms of these contractual arrangements and voluntarily liquidate Ucommune’s VIEs, or Ucommune’s VIEs declare bankruptcy and all or part of their assets become subject to liens or rights of third-party creditors, or are otherwise disposed of without Ucommune’s consent, Ucommune may be unable to conduct some or all of Ucommune’s business operations or otherwise benefit from the assets held by the VIEs, which could have a material adverse effect on Ucommune’s business, financial condition and results of operations. Furthermore, if Ucommune’s VIEs undergo a voluntary or involuntary liquidation proceeding, their shareholders or unrelated third-party creditors may claim rights to some or all of the assets of the VIEs, thereby hindering Ucommune’s ability to operate its business as well as constrain its growth.

Certain of Ucommune’s existing shareholders have substantial influence over Ucommune, and their interests may not be aligned with the interests of Ucommune’s other stockholders.

Dr. Daqing Mao, Ucommune’s founder, currently holds approximately 35.27% voting power of Ucommune, including his sole voting power and the shared voting power resulting from arrangement under acting-in-concert agreement dated November 13, 2019. Upon the completion of the Business Combination, due to dual-class share structure of PubCo at that time, Dr. Mao is expected to own approximately 69.81% of PubCo’s voting power by holding 9,452,407 PubCo Class B Ordinary Shares. Dr. Mao is expected to continue to have significant influence over Ucommune and PubCo’s business, including decisions regarding mergers, consolidations, liquidations and the sale of all or substantially all of Ucommune or PubCo’s assets, election of directors and other significant corporate actions. This concentration of ownership may also have the effect of discouraging, delaying or preventing a future change of control, which could deprive PubCo’s stockholders of an opportunity to receive a premium for their shares as part of a sale of PubCo.

Furthermore, in case that Dr. Mao controls a majority of PubCo’s voting stock upon the completion of the Business Combination and he may pursue corporate opportunities independent of PubCo and Ucommune, and the sale of his shares could constitute a change of control under Ucommune’s debt instruments.

Risks Factors Relating to Doing Business in China

Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on Ucommune’s business and operations.

Substantially all of Ucommune’s assets and operations are located in China. Accordingly, Ucommune’s business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, foreign exchange control and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

While the Chinese economy has experienced significant growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect Ucommune’s business and operating results, leading to a reduction in demand for Ucommune’s services and adversely affect Ucommune’s competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, Ucommune’s financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect Ucommune’s business and operating results. In addition, many of Ucommune’s members are concentrated in major metropolitan areas, therefore an economic downturn in any of these areas may materially and adversely affect Ucommune’s business.

Uncertainties with respect to the PRC legal system could adversely affect us.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation since then has significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in

China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection Ucommune enjoys. These uncertainties may affect Ucommune’s judgment on the relevance of legal requirements and Ucommune’s ability to enforce its contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.

Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have a retroactive effect. As a result, Ucommune may not be aware of its violation of any of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

Regulation and censorship of information disseminated over the internet in China may adversely affect Ucommune’s business and reputation and subject PubCo to liability for information displayed on Ucommune’s website.

The PRC government has adopted regulations governing internet access and the distribution of news and other information over the internet. Under these regulations, internet content providers and internet publishers are prohibited from posting or displaying over the internet content that, among other things, violates PRC laws and regulations, impairs the national dignity of China, or is reactionary, obscene, superstitious, fraudulent or defamatory. Failure to comply with these requirements may result in the revocation of licenses to provide internet content and other licenses, and the closure of the concerned websites or other internet platforms. The website or platform operator may also be held liable for such censored information displayed on or linked to the websites or platforms. If Ucommune’s website or internet platform is found to be in violation of any such requirements, Ucommune may be penalized by relevant authorities, and Ucommune’s operations or reputation could be adversely affected.

Fluctuations in exchange rates could have a material and adverse effect on Ucommune’s results of operations and the value of your investment.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. On November 30, 2015, the Executive Board of the International Monetary Fund (IMF) completed the regular five-year review of the basket of currencies that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, Renminbi is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the Renminbi depreciated significantly in the backdrop of a surging U.S. dollar and persistent capital outflows of China. In 2017, the RMB appreciated approximately 6.3% against the U.S. dollar. In 2018, however, the RMB depreciated approximately 5.7% against the U.S. dollar. In 2019, the RMB has continued to depreciate against the U.S. dollar. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and Ucommune cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces, international relations especially the trade tensions between U.S. and China, or government policies of PRC or U.S. may impact the exchange rate between the Renminbi and the U.S. dollar in the future.

A significant majority of Ucommune’s net revenue and costs are denominated in Renminbi. Ucommune is a holding company and Ucommune relies on dividends paid by its subsidiaries in China for its cash needs. Any significant revaluation of Renminbi may materially and adversely affect Ucommune’s results of operations and financial position reported in Renminbi when translated into U.S. dollars, and the value of, and any dividends payable in U.S. dollars. To the extent that Ucommune needs to convert U.S. dollars Ucommune receive from the Business Combination, into Renminbi for Ucommune’s operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount Ucommune would receive. Conversely, if Ucommune decides to convert Ucommune’s

Renminbi into U.S. dollars for the purpose of making payments for dividends on Ucommune’s ordinary shares or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount.

Any lack of requisite approvals, licenses or permits applicable to Ucommune’s business may have a material and adverse impact on Ucommune’s business, financial condition and results of operations.

In accordance with the relevant laws and regulations in jurisdictions in which Ucommune operates, Ucommune is required to maintain various approvals, licenses and permits to operate Ucommune’s business, including but not limited to business license, fire prevention as-built acceptance check and filing for Ucommune’s spaces, and value-added telecommunications license. These approvals, licenses and permits are obtained upon satisfactory compliance with, among other things, the applicable laws and regulations.

If Ucommune fails to obtain the necessary licenses, permits and approvals, Ucommune may be subject to fines, confiscation of revenues generated from incompliance operations or the suspension of relevant operations. Ucommune may also experience adverse publicity arising from such non-compliance with government regulations that negatively impact its brand. Ucommune may experience difficulties or failures in obtaining the necessary approvals, licenses and permits for new spaces or new service offerings. If Ucommune fails to obtain the material licenses, Ucommune’s space launching and expansion plan may be delayed. In addition, there can be no assurance that Ucommune will be able to obtain, renew and/or convert all of the approvals, licenses and permits required for its existing business operations upon their expiration in a timely manner or at all, which could adversely affect Ucommune’s business operations.

As of the date of this proxy statement/prospectus, a small number of spaces under of Ucommune’s self-operated model have not completed the required as-built acceptance check on fire prevention or fire safety filing. Ucommune’s spaces that fail to complete such as-built acceptance check on fire prevention as required by relevant laws and regulations may be ordered by the relevant government authorities to cease business and may be subject to a fine ranging from RMB30,000 to RMB300,000 per space, and Ucommune’s spaces that fail to complete such fire safety filing as required may be subject to a fine of up to RMB5,000 per space. Based on relevant laws and regulations and Ucommune’s consultation with relevant government authorities, and as advised by Ucommune’s PRC counsel, the maximum amount of potential fines arising from the incompletion of the required as-built acceptance check on fire prevention and fire safety filing is approximately RMB0.9 million, as of the date of this proxy statement/prospectus. However, Ucommune has not received any material fines or penalties for such non-compliance. Ucommune has taken several steps to strengthen Ucommune’s management over fire prevention or fire safety, including (i) consulting with local regulatory authorities for completing the required as-built acceptance checks on fire prevention or fire safety filings; (ii) equipping the relevant spaces with proper fire safety facilities, equipment and safety signs; (iii) engaging several fire safety consulting institutions to conduct fire safety inspection on the fire safety equipment and system of the -relevant spaces and; (iv) the adoption and implementation of Ucommune’s fire safety internal control policy in accordance with applicable laws and regulations and providing fire safety related training to Ucommune’s employees.

The custodians or authorized users of Ucommune’s controlling non-tangible assets, including stamps and seals, may fail to fulfil their responsibilities, or misappropriate or misuse these assets.

Under PRC law, legal documents for corporate transactions, including agreements and contracts are executed using the stamps or seals of the signing entity or with the signature of a legal representative whose designation is registered and filed with relevant PRC industry and commerce authorities.

In order to secure the use of Ucommune’s stamps and seals, Ucommune has established internal control procedures and rules for using these stamps and seals. In any event that the stamps and seals are intended to be used, the responsible personnel will submit the application through Ucommune’s office automation system and the application will be verified and approved by authorized employees in accordance with Ucommune’s internal control procedures and rules. In addition, in order to maintain the physical security of Ucommune’s stamps, Ucommune generally has them stored in secured locations accessible only to authorized employees. Although Ucommune monitors such authorized employees, the procedures may not be sufficient to prevent all instances of abuse or negligence. There is a risk that Ucommune’s employees could abuse their authority, for example, by entering into a contract not approved by us or seeking to gain control of one of Ucommune’s subsidiaries or consolidated VIEs.

If any employee obtains, misuses or misappropriates Ucommune’s stamps and seals or other controlling non-tangible assets for whatever reason, Ucommune could experience disruption to Ucommune’s normal business operations, and Ucommune may have to take corporate or legal actions, which could involve significant time and resources to resolve and divert management from Ucommune’s operations.

Ucommune’s operations depend on the performance of the mobile based systems, telecommunications networks and digital infrastructure in China.

Ucommune’s operations rely heavily on mobile based systems, telecommunications networks and digital infrastructure. Almost all access to the internet in China is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology. Moreover, Ucommune primarily relies on a limited number of telecommunication service providers to provide Ucommune with data communications capacity through local telecommunications lines and internet data centers to host Ucommune’s servers. Ucommune has limited access to alternative networks or services in the event of disruptions, failures or other problems with China’s internet infrastructure or the fixed telecommunications networks provided by telecommunication service providers. With the expansion of Ucommune’s business, Ucommune may be required to upgrade Ucommune’s technology and infrastructure to keep up with the increasing traffic on Ucommune’s apps. Ucommune cannot assure you that the digital infrastructure and the telecommunications networks in China will be able to support the demands associated with the continued growth in digital usage.

In addition, Ucommune has no control over the costs of the services provided by telecommunication service providers. If the prices Ucommune pays for telecommunications and digital services rise significantly, Ucommune’s results of operations may be materially and adversely affected. Furthermore, if data access fees or other charges to mobile members increase, Ucommune’s member traffic may decline and Ucommune’s business may be harmed.

Ucommune may rely on dividends and other distributions on equity paid by Ucommune’s PRC subsidiaries to fund any cash and financing requirements Ucommune may have, and any limitation on the ability of Ucommune’s PRC subsidiaries to make payments to Ucommune could have a material and adverse effect on Ucommune’s ability to conduct its business.

Ucommune is a Cayman Islands holding company and Ucommune relies principally on dividends and other distributions on equity from its PRC subsidiaries for its cash requirements, including for services of any debt Ucommune may incur.

Ucommune’s PRC subsidiaries’ ability to distribute dividends is based upon its distributable earnings. Current PRC regulations permit Ucommune’s PRC subsidiaries to pay dividends to its respective shareholders only out of its accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, Ucommune’s PRC subsidiaries and Ucommune’s VIEs are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Ucommune’s PRC subsidiaries as a Foreign Invested Enterprise, or FIE, are also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at its discretion. These reserves are not distributable as cash dividends. If Ucommune’s PRC subsidiaries incur debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to Ucommune. Any limitation on the ability of Ucommune’s PRC subsidiaries to distribute dividends or other payments to its respective shareholders could materially and adversely limit Ucommune’s ability to grow, make investments or acquisitions that could be beneficial to Ucommune’s business, pay dividends or otherwise fund and conduct Ucommune’s business.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are incorporated.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from using the proceeds of the Business Combination to make loans or additional capital contributions to Ucommune’s PRC subsidiaries, which could materially and adversely affect Ucommune’s liquidity and Ucommune’s ability to fund and expand Ucommune’s business.

Any funds Ucommune transfer to its PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on FIEs in China, capital contributions to Ucommune’s PRC subsidiaries are subject to the approval of or report investment information to the MOFCOM or their respective local branches and registration with a local bank authorized by the SAFE. In addition, any foreign loan procured by Ucommune’s PRC subsidiaries cannot exceed statutory limits and is required to be registered with SAFE or its respective local branches. Any medium or long-term loan to be provided by Ucommune to its VIEs must be registered with the National Development and Reform Commission, or NDRC, and the SAFE or its local branches. Ucommune may not be able to complete such registrations on a timely basis, with respect to future capital contributions or foreign loans by Ucommune to its PRC subsidiaries. If Ucommune fails to complete such registrations, its ability to use the proceeds to be received from the Business Combination and to capitalize its PRC operations may be negatively affected, which could adversely affect its liquidity and its ability to fund and expand business.

On March 30, 2015, the SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Enterprises, or SAFE Circular 19, which took effect on June 1, 2015. SAFE Circular 19 launched a nationwide reform of the administration of the settlement of the foreign exchange capitals of FIEs and allows FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted from their foreign exchange capital for expenditure beyond their business scopes, providing entrusted loans or repaying loans between nonfinancial enterprises. The SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, effective in June 2016. Pursuant to SAFE Circular 16, enterprises registered in China may also convert their foreign debts from foreign currency to Renminbi on a self-discretionary basis. SAFE Circular 16 provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis which applies to all enterprises registered in China. SAFE Circular 16 reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC laws or regulations, while such converted Renminbi shall not be provided as loans to its non-affiliated entities. As this circular is relatively new, there remains uncertainty as to its interpretation and application and any other future foreign exchange related rules. Violations of these Circulars could result in severe monetary or other penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit Ucommune’s ability to use Renminbi converted from the proceeds to be received from the Business Combination, to fund the establishment of new entities in China by Ucommune’s VIEs, to invest in or acquire any other PRC companies through Ucommune’s PRC subsidiaries, or to establish new consolidated VIEs in China, which may adversely affect Ucommune’s business, financial condition and results of operations.

Governmental control of currency conversion may limit Ucommune’s ability to utilize Ucommune’s net revenue effectively and affect the value of your investment.

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Ucommune receives substantially all of Ucommune’s net revenue in Renminbi. Under Ucommune’s current corporate structure, Ucommune, as a Cayman Islands holding company, primarily relies on dividend payments from Ucommune’s PRC subsidiaries to fund any cash and financing requirements Ucommune may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of Ucommune’s PRC subsidiaries in China may be used to pay dividends. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, Ucommune needs to obtain SAFE approval to use cash generated from the operations of Ucommune’s PRC subsidiaries and VIEs to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. The PRC government may at its discretion

restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents Ucommune from obtaining sufficient foreign currencies to satisfy its foreign currency demands, Ucommune may not be able to pay dividends in foreign currencies to its shareholders.

PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject Ucommune’s PRC resident beneficial owners or Ucommune’s PRC subsidiaries to liability or penalties, limit Ucommune’s ability to inject capital into Ucommune’s PRC subsidiaries, limit Ucommune’s PRC subsidiaries’ ability to increase its registered capital or distribute profits to us, or may otherwise adversely affect us.

In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37, to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents’ Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles, or SAFE Circular 75, which ceased to be effective upon the promulgation of SAFE Circular 37. SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to Ucommune’s shareholders who are PRC residents and may be applicable to any offshore acquisitions that Ucommune make in the future.

Under SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or indirect shareholder of an SPV is required to update its filed registration with the local branch of SAFE with respect to that SPV, to reflect any material change. If Ucommune’s shareholders who are PRC residents or entities fail to make the required registration or to update the previously filed registration, Ucommune’s PRC subsidiaries may be prohibited from distributing their profits and any proceeds from any reduction in capital, share transfer or liquidation to us, and Ucommune may be restricted in its ability to contribute additional capital to its PRC subsidiaries. On February 13, 2015, the SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE Circular 37, will be filed with qualified banks instead of SAFE. The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE.

Ucommune has requested PRC residents who Ucommune knows hold direct or indirect interest in the Company to make the necessary applications, filings and registrations as required under SAFE Circular 37, and Ucommune is aware that most of these shareholders have completed the initial foreign exchange registrations with relevant banks. Ucommune cannot assure you, however, that all of these individuals may continue to make required filings or updates in a timely manner, or at all. Ucommune can provide no assurance that Ucommune is or will in the future continue to be informed of identities of all PRC residents holding direct or indirect interest in Ucommune. Any failure or inability by such individuals to comply with SAFE regulations may subject Ucommune to fines or legal sanctions, restrict Ucommune’s cross-border investment activities, and limit Ucommune’s PRC subsidiaries’ ability to distribute dividends to us. As a result, Ucommune’s business operations and Ucommune’s ability to make distributions to you could be materially and adversely affected.

Furthermore, as these foreign exchange regulations are still relatively new and their interpretation and implementation have been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, Ucommune may be subject to a more stringent review and approval process with respect to its foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect Ucommune’s financial condition and results of operations. In addition, if Ucommune decides to acquire a PRC domestic company, Ucommune cannot assure you that Ucommune or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict Ucommune’s ability to implement its acquisition strategy and could adversely affect its business and prospects.

Ucommune faces uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

On February 3, 2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or SAT Bulletin 7. SAT Bulletin 7 extends its tax jurisdiction to transactions involving the transfer of taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Bulletin 7 has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Bulletin 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets, as such persons need to determine whether their transactions are subject to these rules and whether any withholding obligation applies.

On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017. The SAT Bulletin 37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax.

Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an Indirect Transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax, and the transferee or other person who pays for the transfer is obligated to withhold the applicable taxes currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

Ucommune faces uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in Ucommune’s offshore subsidiaries and investments. Ucommune may be subject to filing obligations or taxed if Ucommune is transferor in such transactions, and may be subject to withholding obligations if Ucommune is transferee in such transactions, under SAT Bulletin 7 and/or SAT Bulletin 37. For transfer of shares in Ucommune by investors who are non-PRC resident enterprises, Ucommune’s PRC subsidiaries may be requested to assist in the filing under SAT Bulletin 7 and/or SAT Bulletin 37. As a result, Ucommune may be required to expend valuable resources to comply with SAT Bulletin 7 and/or SAT Bulletin 37 or to request the relevant transferors from whom Ucommune purchases taxable assets to comply with these circulars, or to establish that Ucommune should not be taxed under these circulars, which may have a material adverse effect on Ucommune’s financial condition and results of operations.

Certain PRC regulations may make it more difficult for Ucommune to pursue growth through acquisitions.

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex. Moreover, the Anti-Monopoly Law of the PRC requires that MOFCOM be notified in advance of any concentration of undertaking if certain thresholds are triggered.

In addition, the Circular of the General Office of the State Council on the Establishment of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors that became effective in March 2011, and the Rules on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the Ministry of Commerce that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement.

Ucommune may grow its business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from the Ministry of Commerce or its local counterparts may delay or inhibit Ucommune’s ability to complete such transactions, which could affect Ucommune’s ability to expand its business or maintain its market share.

Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or PubCo to fines and other legal or administrative sanctions.

In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, replacing earlier rules promulgated in 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas-listed company, and complete certain other procedures. In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. PubCo and its executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted options will be subject to these regulations when PubCo becomes an overseas-listed company upon completion of the Business Combination. Failure to complete the SAFE registrations may subject them to fines and legal sanctions, there may be additional restrictions on the ability of them to exercise their stock options or remit proceeds gained from the sale of their stock into the PRC. PubCo also faces regulatory uncertainties that could restrict its ability to adopt incentive plans for its directors, executive officers and employees under PRC law.

Ucommune may be subject to liability for placing advertisements with content that is deemed inappropriate or misleading under PRC laws.

PRC laws and regulations prohibit advertising companies from producing, distributing or publishing any advertisement with content that violates PRC laws and regulations, impairs the national dignity of the PRC, involves designs of the PRC national flag, national emblem or national anthem or the music of the national anthem, is considered reactionary, obscene, superstitious or absurd, is fraudulent, or disparages similar products. Ucommune cannot assure you that all the content contained in its advertisements is true and accurate as required by, and complies in all aspects with, the advertising laws and regulations, including but not limited to the Advertising Law of the People’s Republic of China and the Interim Measures for the Administration of Internet Advertising, especially given the uncertainty in the interpretation of these PRC laws and regulations. If Ucommune is found to be in violation of applicable PRC advertising laws and regulations, Ucommune may be subject to penalties and Ucommune’s reputation may be harmed, which may negatively affect Ucommune’s business, financial condition, results of operations and prospects.

Under PRC advertising laws and regulations, Ucommune is obligated to monitor the advertising content shown on Ucommune’s platform to ensure that such content is true, accurate and in full compliance with applicable laws and regulations. In addition, where a special government review is required for specific types of advertisements prior to posting, such as advertisements relating to pharmaceuticals, medical instruments, agrochemicals and veterinary pharmaceuticals, Ucommune is obligated to confirm that such review has been performed and approval has been obtained from competent governmental authority. Violation of these laws and regulations may subject Ucommune to penalties, including fines, confiscation of Ucommune’s advertising income, orders to cease dissemination of the advertisements and orders to publish an announcement correcting the misleading information. In circumstances involving serious violations, PRC governmental authorities may force Ucommune to terminate its advertising operation or revoke its licenses.

A majority of the advertisements shown on Ucommune’s platform are provided to Ucommune by third parties. Although Ucommune has implemented manual monitoring systems and significant efforts have been made to ensure that the advertisements shown on its platform are in full compliance with applicable laws and regulations, Ucommune cannot assure you that all the content contained in such advertisements is true and accurate as required by the advertising laws and regulations. Although Ucommune has not been subject to material penalties or administrative sanctions in the past for the advertisements shown on its platform, if Ucommune is found to be in violation of applicable PRC advertising laws and regulations in the future, Ucommune may be subject to penalties and its reputation may be harmed, which may have a material and adverse effect on its business, financial condition, results of operations and prospects.

the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

PubCo believes it is not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that PubCo is a PRC resident enterprise for enterprise income tax purposes, PubCo would be subject to PRC enterprise income tax on PubCo’s worldwide income at the rate of 25%. Furthermore, PubCo would be required to withhold a 10% tax from dividends PubCo pays to its shareholders that are non-resident enterprises. In addition, non-resident enterprise shareholders may be subject to PRC tax on gains realized on the sale or other disposition of ordinary shares, if such income is treated as sourced from within the PRC. Furthermore, if PubCo is deemed a PRC resident enterprise, dividends paid to PubCo’s non-PRC individual shareholders and any gain realized on the transfer of the ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us). These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders of PubCo would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that PubCo is treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the ordinary shares.

The audit report included in this proxy statement/prospectus is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board and, as such, you are deprived of the benefits of such inspection.

Ucommune’s independent registered public accounting firm that issues the audit reports included in this proxy statement/prospectus filed with the US Securities and Exchange Commission and is expected to issue audit reports with respect to PubCo’s financial statements, as auditors of companies that are traded publicly in the United States and a firm registered with the US Public Company Accounting Oversight Board (United States), or the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because Ucommune’s auditors are located in the Peoples’ Republic of China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities, Ucommune’s auditors are not currently inspected by the PCAOB. On May 24, 2013, PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with the China Securities Regulatory Commission, or the CSRC, and the Ministry of Finance which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations in the United States and China. PCAOB continues to be in discussions with the CSRC and the Ministry of Finance to permit joint inspections in the PRC of audit firms that are registered with PCAOB and audit Chinese companies that trade on U.S. exchanges. On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. The joint statement reflects a heightened interest in this issue. On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China, reiterating past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work papers in China and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice and other U.S. regulatory actions, including in instances of fraud, in emerging markets generally. However, it remains unclear what further actions the SEC and PCAOB will take to address these problems and the impact of such actions on Chinese companies listed in the U.S.

Inspections of other firms that the PCAOB has conducted outside China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. This lack of PCAOB inspections in China prevents the PCAOB from regularly evaluating Ucommune’s auditor’s audits and its quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections.

The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of Ucommune’s auditor’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in Ucommune’s reported financial information and procedures and the quality of Ucommune’s financial statements.

Additional remedial measures could be imposed on certain PRC-based accounting firms, including Ucommune’s independent registered public accounting firm, in administrative proceedings instituted by the SEC, as a result of which Ucommune’s financial statements may be determined to not be in compliance with the requirements of the Exchange Act, if at all.

In December 2012, the SEC brought administrative proceedings against the PRC-based affiliates of the Big Four accounting firms, including Ucommune’s independent registered public accounting firm, alleging that they had violated U.S. securities laws by failing to provide audit work papers and other documents related to certain other PRC-based companies under investigation by the SEC. On January 22, 2014, an initial administrative law decision was issued, censuring and suspending these accounting firms from practicing before the SEC for a period of six months. The decision was neither final nor legally effective until reviewed and approved by the SEC, and on February 12, 2014, the PRC-based accounting firms appealed to the SEC against this decision. In February 2015, each of the four PRC-based accounting firms agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC. The settlement requires the firms to follow detailed procedures to seek to provide the SEC with access to such firms’ audit documents via the CSRC. If the firms do not follow these procedures or if there is a failure in the process between the SEC and the CSRC, the SEC could impose penalties such as suspensions, or it could restart the administrative proceedings.

In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about the proceedings against these audit firms may cause investor uncertainty regarding PRC-based, United States-listed companies and the market price of the ordinary shares may be adversely affected.

If Ucommune’s independent registered public accounting firm was denied, even temporarily, the ability to practice before the SEC and PubCo were unable to timely find another registered public accounting firm to audit and issue an opinion on its financial statements, PubCo’s financial statements could be determined not to be in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead to the delisting of PubCo’s ordinary shares from the Nasdaq or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of the ordinary shares in the United States.

Risk Factors Relating to Orisun’s Business

Orisun will be forced to liquidate the trust account if it cannot consummate a business combination within 18 months from the closing of the IPO (or 21 months, as previously described), Orisun’s public stockholders will receive $10.00 per share and the Orisun rights will expire worthless.

If Orisun is unable to complete a business combination within 18 months from the closing of the IPO (or up 21 months, as previously described), and is forced to liquidate, the per-share liquidation distribution will be $10.00, plus interest earned on amounts held in trust that have not been used to pay for taxes. Furthermore, there will be no distribution with respect to the ORSN Rights, which will expire worthless as a result of Orisun’s failure to complete a business combination.

You must tender your ORSN Common Stock in order to validly seek redemption at the Special Meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your stock certificates to Orisun’s transfer agent by two (2) business days before the Special Meeting, or deliver your ORSN Common Stock to the transfer agent electronically using The Depository Trust Company’s DWAC System, which election would likely be determined based on the manner in which you hold your ordinary shares. The requirement for physical or electronic delivery by two (2) business days before the Special Meeting ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

If third parties bring claims against Orisun, the proceeds held in trust could be reduced and the per-share liquidation price received by Orisun’s stockholders may be less than $10.00.

Orisun’s placing of funds in trust may not protect those funds from third party claims against Orisun. Although Orisun has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of Orisun’s public stockholders, they may still seek recourse against the trust account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of Orisun’s public stockholders. If Orisun liquidates the trust account before the completion of a business combination and distributes the proceeds held therein to its public stockholders, Wei Chen, Orisun’s Chief Executive Officer and President, has contractually agreed that she will be liable to ensure that the proceeds in Orisun’s trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, Orisun cannot assure you that they will be able to meet such obligation. Therefore, the per-share distribution from the trust account for our stockholders may be less than $10.00 due to such claims.

Additionally, if Orisun is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Orisun’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, Orisun may not be able to return $10.00 to Orisun’s public stockholders.

Any distributions received by Orisun’s stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Orisun was unable to pay its debts as they fell due in the ordinary course of business and the value of its assets does not exceed its liabilities.

Orisun’s amended and restated certificate of incorporation provides that it will continue in existence only until May 6, 2021 (assuming the deadline for consummation is extended in accordance with the amended and restated certificate of incorporation). If Orisun is unable to consummate a transaction within the required time period, upon notice from Orisun, the trustee of the trust account will distribute the amount in its trust account to its public stockholders. Concurrently, Orisun shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although Orisun cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the trust account for such purpose, Wei Chen, Orisun’s Chief Executive Officer and President, contractually agreed that, if it liquidates prior to the consummation of a business combination, she will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Orisun for services rendered or contracted for or products sold to it, but only if such a vendor or prospective target business does not execute such a waiver. However, we cannot assure you that the liquidator will not determine that he or she requires additional time to evaluate creditors’ claims (particularly if there is uncertainty over the validity or extent of the claims of any creditors). We also cannot assure you that a creditor or stockholder will not file a petition with the Delaware court which, if successful, may result in our liquidation being subject to the supervision of that court. Such events might delay distribution of some or all of Orisun’s assets to its public stockholders.

Thereafter, Orisun’s sole business purpose will be to voluntarily liquidate and dissolve in accordance with Delaware law. In such a situation under Delaware law, a liquidator would be appointed and, subject to the terms of the required plan of liquidation, the liquidator would give at least 21 days’ notice to creditors of his intention to make a distribution by notifying known creditors (if any) and by placing a public advertisement. However, in practice the procedure to be followed by the liquidator will be subject to the terms of the plan of liquidation and the certificate of incorporation of the company and the mentioned notice may not necessarily delay the distribution of assets particularly if the liquidator is satisfied that no creditors would be adversely affected as a consequence of a distribution before this time period has expired. In practice, as soon as the affairs of the company are fully-wound up, the liquidator would normally lay a final report and accounts before a final general meeting which must be called by a public notice at least one month before it takes place. After the final meeting, the liquidator must make a return to the registrar confirming the date on which the meeting was held and three months after the date of such filing the company is dissolved. It is Orisun’s intention to liquidate the trust account to its public stockholders as soon as reasonably possible and Orisun’s initial stockholders have agreed to take any such action necessary to liquidate the trust account and to dissolve the

company as soon as reasonably practicable if Orisun does not complete a business combination within the required time period. Pursuant to Orisun’s amended and restated certificate of incorporation, failure to consummate a business combination by February 6, 2021 or by the date that is 21 months from the closing of the IPO, or May 6, 2021, if we extend additional three months twice to consummate the Business Combination, will trigger an automatic winding up of the company.

If Orisun is forced to enter into an insolvent liquidation, any distributions received by Orisun stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Orisun was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by Orisun stockholders. Furthermore, Orisun board of directors may be viewed as having breached its fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and Orisun to claims of damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Orisun cannot assure you that claims will not be brought against it for these reasons.

If Orisun’s due diligence investigation of Ucommune was inadequate, then Orisun stockholders following the Business Combination could lose some or all of their investment.

Even though Orisun conducted a due diligence investigation of Ucommune, it cannot be sure that this diligence uncovered all material issues that may be present inside Ucommune or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Ucommune and its business and outside of its control will not later arise.

All of Orisun’s officers and directors own ORSN Common Stock, ORSN Warrants and ORSN Rights and will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

All of Orisun’s officers and directors collectively own an aggregate of 1,321,011 shares of ORSN Common Stock and 211,001 ORSN Units (Chardan owns 22,200 ORSN Units). Such individuals/entities have waived their rights to redeem these shares (including shares underlying the units), or to receive distributions with respect to these shares upon the liquidation of the trust account if Orisun is unable to consummate a business combination. Accordingly, the ORSN Common Stock, as well as the ORSN Units purchased by our officers and directors, will be worthless if Orisun does not consummate a business combination. Based on a market price of $10.10 per share of ORSN Common Stock and $10.80 per ORSN Unit on October 28, 2020, the aggregate value of these shares and units was approximately $13,489,911.80. The ORSN Common Stock acquired prior to the IPO, as well as the ORSN Units will be worthless if Orisun does not consummate a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting Ucommune as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in Orisun stockholders’ best interest.

Orisun is requiring stockholders who wish to redeem their shares of common stock in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

Orisun is requiring public stockholders who wish to redeem their shares of common stock to either tender their certificates to Orisun’s transfer agent or deliver their shares to the transfer agent electronically using the Depository Trust Company’s, or DTC, DWAC System two (2) business days before the Special Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Orisun’s transfer agent will need to act to facilitate this request. It is Orisun’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Orisun does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While Orisun has been advised that it takes a short time to deliver shares through the DWAC System, Orisun cannot assure you of this fact. Accordingly, if it takes longer than Orisun anticipates for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares of common stock.

Orisun will require its public stockholders who wish to redeem their shares of common stock in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If Orisun requires public stockholders who wish to redeem their shares of common stock in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, Orisun will promptly return such certificates to its public stockholders. Accordingly, investors who attempted to redeem their shares of common stock in such a circumstance will be unable to sell their securities after the failed acquisition until Orisun has returned their securities to them. The market price for Orisun’s ordinary shares may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.

The initial stockholders, including the officers and directors, control a substantial interest in Orisun and thus may influence certain actions requiring a stockholder vote.

Orisun’s initial stockholders, including the officers and directors, collectively own approximately 22.84% of its issued and outstanding shares of common stock. However, if a significant number of Orisun stockholders vote, or indicate an intention to vote, against the Business Combination, Orisun’s initial stockholders or the affiliates, could make such purchases in the open market or in private transactions in order to influence the vote. Orisun’s initial stockholders or the affiliates and Chardan have agreed to vote any shares they own in favor of the Business Combination.

If the current Orisun’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of PubCo’s securities.

Orisun’s initial stockholders are entitled to make a demand that it registers the resale of their insider shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, our initial stockholders, including Sponsor, and Chardan are entitled to demand that we register the resale of the shares underlying the Private Units and private rights and any securities our initial stockholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us at any time upon or after we consummate a business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 1,366,531 PubCo Class A Ordinary Shares eligible for trading in the public market. The presence of these additional ordinary shares trading in the public market may have an adverse effect on the market price of PubCo Class A Ordinary Shares after the consummation of the Business Combination.

Orisun will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its stockholders.

Orisun is not required to obtain an opinion from an unaffiliated third party that the price it is paying is fair to its public stockholders from a financial point of view. Although Orisun board of directors did receive an analysis of valuation from Chardan that the valuation offered by Ucommune is favorable to Orisun, such report is not deemed as an opinion to the fairness of Business Combination and is for reference only. Orisun public stockholders therefore, must rely solely on the judgment of Orisun board of directors.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of PubCo’s securities may decline after the Business Combination.

The market price of PubCo’s securities may decline as a result of the Business Combination if:

•        PubCo does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or

•        The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing stock prices.

Orisun’s directors and officers may have certain conflicts in determining to recommend the acquisition of Ucommune, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.

Orisun’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a stockholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the Orisun’s securities owned by Orisun’s management and directors, or their affiliates and associates, would become worthless if the Business Combination is not approved and Orisun otherwise fails to consummate a Business Combination prior to its liquidation.

Orisun will incur significant transaction costs in connection with transactions contemplated by the Merger Agreement.

Orisun will incur significant transaction costs in connection with the Business Combination. If the Business Combination is not consummated, Orisun may not have sufficient funds to seek an alternative business combination and may be forced to voluntarily liquidate and subsequently dissolve.

Risk Factors Relating to the Business Combination

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (“COVID-19”) outbreak.

On March 11, 2020, the World Health Organization officially declared the outbreak of the COVID-19 a “pandemic.” A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

Orisun and Ucommune have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Orisun if the Business Combination is completed or by Orisun if the Business Combination is not completed.

Orisun and Ucommune expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, Orisun expects to incur approximately $714,000 in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by Orisun if the Business Combination is completed or by Orisun if the Business Combination is not completed.

In the event that a significant number of ORSN Common Stock are redeemed, the PubCo Ordinary Shares may become less liquid following the Business Combination.

If a significant number of ORSN Common Stock are redeemed, PubCo may be left with a significantly smaller number of stockholders. As a result, trading in the shares of PubCo following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected.

Orisun may waive one or more of the conditions to the Business Combination without resoliciting Orisun stockholder approval for the Business Combination.

Orisun may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The Orisun board of directors will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted.

In some instances, if the Orisun board of directors determines that a waiver is not sufficiently material to warrant resolicitation of Orisun stockholders, Orisun has the discretion to complete the Business Combination without seeking further stockholder approval. For example, it is a condition to Orisun’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting Ucommune’s conduct of its business, however, if the Orisun board of directors determines that any such order or injunction is not material to the business of Ucommune, then the Orisun board of directors may elect to waive that condition and close the Business Combination.

There will be a substantial number of PubCo Ordinary Shares available for sale in the future that may adversely affect the market price of PubCo Ordinary Shares.

PubCo may issue such number of shares as may be approved by its shareholders and authorized by its directors, in accordance with the terms of its memorandum and articles of association. No less than 95% shares to be issued in the Acquisition Merger to the current Ucommune shareholders will be subject to certain restrictions on sale and cannot be sold for at the least six (6) months (or in certain cases, twelve (12) months) from the date of the Business Combination. In addition, the 1,321,011 PubCo Class A Ordinary Shares owned by our initial stockholders that are currently held in escrow will be released and available for sale as early as six months from the date of the Business Combination provided that 50% of such shares will be released on the date on which the closing price of the shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination. After the expiration of this restricted period, there will then be an additional 1,321,011 shares that are eligible for trading in the public market. The availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of PubCo Ordinary Shares.

Orisun stockholders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination. Having a minority share position may reduce the influence that Orisun’s current stockholders have on the management of Orisun.

After the Business Combination, assuming (i) there are no redemptions of our shares, (ii) there is no exercise of the PubCo Warrants, (iii) the Notes have not been converted, and (iv) not include the shares issued pursuant to the Backstop Agreement, Orisun’s current public stockholders will own approximately 6.26% of the issued share capital of PubCo, Orisun’s current directors, officers and affiliates will own approximately 1.72% of the issued share capital of PubCo, and Ucommune shareholders will own approximately 89.72% of the issued share capital of PubCo (including the 7,188,661 PubCo Class A Ordinary Shares reserved and authorized for issuance under the Incentive Plan). Assuming redemption by holders of 3,817,564 Orisun’s outstanding ordinary shares, Orisun’s current public stockholders will own approximately 1.44% of the issued share capital of PubCo, Orisun’s current directors, officers and affiliates will own approximately 1.81% of the issued share capital of PubCo, and Ucommune shareholders will own approximately 94.33% of the issued share capital of PubCo (including the 7,188,661 PubCo Class A Ordinary Shares reserved and authorized for issuance under the Incentive Plan). The minority position of the former Orisun’s stockholders will give them limited influence over the management and operations of the post-Business Combination company.

Risks Factors Relating to an Investment in PubCo Ordinary Shares

PubCo’s dual-class share structure with different voting rights may adversely affect the value and liquidity of the ordinary shares.

Ucommune cannot predict whether Ucommune’s dual-class share structure with different voting rights will result in a lower or more volatile market price of the ordinary shares, in adverse publicity, or other adverse consequences. Certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices. For example, in July 2017, FTSE Russell announced that it plans to require new constituents of its indices to have greater than 5% of the company’s voting rights in the hands of public stockholders, and S&P Dow Jones announced that it will no longer admit companies with multiple-class share structures to certain of its indices. In 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices. In October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Because of PubCo’s dual-class

structure, Ucommune will likely be excluded from these indices and other stock indices that take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make the ordinary shares less attractive to investors. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structure and PubCo’s dual-class structure may cause shareholder advisory firms to publish negative commentary about PubCo’s corporate governance, in which case the market price and liquidity of the ordinary shares could be adversely affected.

PubCo’s dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of PubCo’s Class A ordinary shares may view as beneficial.

PubCo will adopt a dual-class share structure such that PubCo’s ordinary shares will consist of PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares conditional upon and effective immediately prior to the completion of the Business Combination. In respect of matters requiring the votes of shareholders, each PubCo Class A Ordinary Share is entitled to one vote and each PubCo Class B Ordinary Share is entitled to 15 votes. Each PubCo Class B Ordinary Share is convertible into one PubCo Class A Ordinary Share at any time by the holder thereof. PubCo Class A Ordinary Shares are not convertible into PubCo Class B Ordinary Shares under any circumstances. Only PubCo Class A Ordinary Shares are tradable on the market immediately after the Business Combination.

Certain judgments obtained against PubCo by PubCo’s shareholders may not be enforceable.

PubCo is a company incorporated under the laws of the Cayman Islands. Ucommune conducts most of its operations in China and substantially all of its operations outside of the United States. Most of Ucommune’s assets are located in China, and substantially all of Ucommune’s assets are located outside of the United States. In addition, after the Business Combination, most of PubCo’s senior executive officers reside within China for a significant portion of the time and most are PRC nationals. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against PubCo or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against PubCo’s assets or the assets of Ucommune’s directors and officers. For more information regarding the relevant laws of the Cayman Islands and China, see “Comparison of Shareholder Rights — Enforceability of Civil Liabilities under the U.S. Securities Laws.”

Currently, there is no public market for the ordinary shares of PubCo. Orisun stockholders cannot be sure that an active trading market will develop for or of the market price of the ordinary shares of PubCo they will receive or that PubCo will successfully obtain authorization for listing on the Nasdaq.

Upon the consummation of the Business Combination, each ordinary share of Ucommune will be converted into the right to receive one ordinary share of PubCo. PubCo is a newly formed entity and prior to this transaction it has not issued any securities in the U.S. markets or elsewhere nor has there been extensive information about it, its businesses, or its operations publicly available. Orisun, Ucommune and PubCo have agreed to use their best efforts to cause the ordinary shares of PubCo to be issued in the Business Combination to be approved for listing on the Nasdaq prior to the effective time of the Business Combination. However, the listing of shares on the Nasdaq does not ensure that a market for the ordinary shares of PubCo will develop or the price at which the shares will trade. No assurance can be provided as to the demand for or trading price of the ordinary shares of PubCo following the closing of the Business Combination and the ordinary shares of PubCo may trade at a price less than the current market price of the common stock of Orisun.

Even if PubCo is successful in developing a public market, there may not be enough liquidity in such market to enable shareholders to sell their ordinary shares. If a public market for the combined PubCo’s ordinary shares does not develop, investors may not be able to re-sell their ordinary shares, rendering their shares illiquid and possibly resulting in a complete loss of their investment. PubCo cannot predict the extent to which investor interest in PubCo will lead to the development of an active, liquid trading market. The trading price of and demand for the ordinary shares of PubCo following completion of the Business Combination and the development and continued existence of a market and favorable price for the ordinary shares of PubCo will depend on a number of conditions, including the development of a market following, including by analysts and other investment professionals, the businesses, operations, results and prospects of PubCo, general market and economic conditions, governmental actions, regulatory considerations, legal

proceedings and developments or other factors. These and other factors may impair the development of a liquid market and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for the ordinary shares of PubCo to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise affect negatively the price and liquidity of the ordinary shares of PubCo. Many of these factors and conditions are beyond the control of PubCo or PubCo shareholders.

PubCo’s share price may be volatile and could decline substantially.

The market price of PubCo’s ordinary shares may be volatile, both because of actual and perceived changes in the company’s financial results and prospects, and because of general volatility in the stock market. The factors that could cause fluctuations in PubCo’s share price may include, among other factors discussed in this section, the following:

•        actual or anticipated variations in the financial results and prospects of the company or other companies in the retail business;

•        changes in financial estimates by research analysts;

•        changes in the market valuations of other education technology companies;

•        announcements by PubCo or its competitors of new education services, expansions, investments, acquisitions, strategic partnerships or joint ventures;

•        mergers or other business combinations involving PubCo;

•        additions and departures of key personnel and senior management;

•        changes in accounting principles;

•        the passage of legislation or other developments affecting PubCo or its industry;

•        the trading volume of PubCo’s ordinary shares in the public market;

•        the release of lockup, escrow or other transfer restrictions on PubCo’s outstanding equity securities or sales of additional equity securities;

•        potential litigation or regulatory investigations;

•        changes in economic conditions, including fluctuations in global and Chinese economies;

•        financial market conditions;

•        natural disasters, terrorist acts, acts of war or periods of civil unrest; and

•        the realization of some or all of the risks described in this section.

In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the market prices of the equity securities of retailers have been extremely volatile and are sometimes subject to sharp price and trading volume changes. These broad market fluctuations may materially and adversely affect the market price of PubCo’s ordinary shares.

The sale or availability for sale of substantial amounts of Class A ordinary shares could adversely affect their market price.

Sales of substantial amounts of the Class A ordinary shares in the public market after the completion of the Business Combination, or the perception that these sales could occur, could adversely affect the market price of the Class A ordinary shares and could materially impair PubCo’s ability to raise capital through equity offerings in the future. The Class A ordinary shares listed after the Business Combination will be freely tradable without restriction or further registration under the Securities Act. In connection with the Business Combination, Ucommune and its directors, executive officers and existing shareholders will exchange the ordinary shares of Ucommune held by them for PubCo Class A Ordinary Shares upon the consummation of the Business Combination and have agreed, subject to certain exceptions, not to sell any PubCo Class A Ordinary Shares for 180 days after the date of this prospectus without the prior written consent of PubCo. Shares of PubCo to be held by Ucommune’s certain existing shareholders

after the Business Combination may be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lockup agreements. There will be 61,303,909 outstanding and issued PubCo Class A Ordinary Shares immediately after the Business Combination. Furthermore, Dr. Daqing Mao has mortgaged certain of Ucommune’s ordinary shares beneficially owned by him to secure a loan provided by All-Stars SP X Limited, or All-Stars. After the Business Combination, certain number of PubCo’s Class B Ordinary Shares to be held by Dr. Daqing Mao will be pledged to All-Stars. If there is an event of default, All-Stars may exercise its power of sale and sell the mortgaged shares of PubCo. We cannot predict what effect, if any, market sales of securities held by PubCo’s significant shareholders or any other holders or the availability of these securities for future sale will have on the market price of the Class A ordinary shares.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about PubCo or its business, its ordinary shares price and trading volume could decline.

The trading market for PubCo’s ordinary shares will depend in part on the research and reports that securities or industry analysts publish about PubCo or its business. Securities and industry analysts do not currently, and may never, publish research on PubCo. If no securities or industry analysts commence coverage of PubCo, the trading price for its ordinary shares would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover PubCo downgrade its securities or publish inaccurate or unfavorable research about its business, its stock price would likely decline. If one or more of these analysts cease coverage of PubCo or fail to publish reports on PubCo, demand for its ordinary shares could decrease, which might cause its ordinary share price and trading volume to decline.

PubCo’s amended and restated memorandum and articles of association that will become effective immediately prior to the completion of the Business Combination contains anti-takeover provisions that could have a material adverse effect on the rights of holders of the ordinary shares of PubCo.

In connection with the Business Combination, PubCo will adopt an amended and restated memorandum and articles of association that will become effective immediately prior to the consummation of the Business Combination. PubCo’s post-closing memorandum and articles of association will contain provisions to limit the ability of others to acquire control of PubCo or cause PubCo to engage in change-of-control transactions. These provisions could have the effect of depriving PubCo shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of PubCo in a tender offer or similar transaction. For example, PubCo’s board of directors will have the authority, subject to any resolution of the shareholders to the contrary, to issue preference shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with PubCo’s ordinary shares. Preference shares could be issued quickly with terms calculated to delay or prevent a change in control of PubCo or make removal of management more difficult. If PubCo’s board of directors decides to issue preference shares, the price of the ordinary shares of PubCo may fall and the voting and other rights of the holders of the ordinary shares of PubCo may be materially and adversely affected.

Risk Factors Relating to PubCo

If PubCo ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting and other expenses that it would not incur as a foreign private issuer.

As a foreign private issuer, PubCo will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, it will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and it will not be required to disclose in its periodic reports all of the information that United States domestic issuers are required to disclose. If it ceases to qualify as a foreign private issuer in the future, it would incur significant additional expenses that could have a material adverse effect on its results of operations.

Because PubCo is a foreign private issuer and is exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if it were a domestic issuer.

PubCo’s status as a foreign private issuer exempts it from compliance with certain Nasdaq corporate governance requirements if it instead complies with the statutory requirements applicable to a Cayman Islands exempted company. The statutory requirements of PubCo’s home country of Cayman Islands, do not strictly require a majority of its board to consist of independent directors. Thus, although a director must act in the best interests of PubCo, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management the company may decrease as a result. In addition, the Nasdaq Listing Rules also require U.S. domestic issuers to have an independent compensation committee with a minimum of two members, a nominating committee, and an independent audit committee with a minimum of three members. PubCo, as a foreign private issuer, with the exception of needing an independent audit committee composed of at least three members, is not subject to these requirements. The Nasdaq Listing Rules may also require shareholder approval for certain corporate matters that PubCo’s home country’s rules do not. Following Cayman Islands governance practices, as opposed to complying with the requirements applicable to a U.S. company listed on Nasdaq, may provide less protection to you than would otherwise be the case.

Although as a Foreign Private Issuer PubCo is exempt from certain corporate governance standards applicable to US domestic issuers, if PubCo cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq, PubCo’s securities may not be listed or may be delisted, which could negatively impact the price of its securities and your ability to sell them.

PubCo will seek to have its securities approved for listing on Nasdaq in connection with the Business Combination. PubCo cannot assure you that it will be able to meet those initial listing requirements at that time. Even if PubCo’s securities are listed on Nasdaq, it cannot assure you that its securities will continue to be listed on Nasdaq.

In addition, following the Business Combination, in order to maintain its listing on Nasdaq, PubCo will be required to comply with certain rules of Nasdaq, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if PubCo initially meets the listing requirements and other applicable rules of Nasdaq, PubCo may not be able to continue to satisfy these requirements and applicable rules. If PubCo is unable to satisfy Nasdaq criteria for maintaining its listing, its securities could be subject to delisting.

If Nasdaq does not list PubCo’s securities, or subsequently delists its securities from trading, PubCo could face significant consequences, including:

•        a limited availability for market quotations for its securities;

•        reduced liquidity with respect to our securities;

•        a determination that its ordinary shares is a “penny stock,” which will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares;

•        limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under Cayman Islands law.

PubCo is an exempted company incorporated under the laws of the Cayman Islands. PubCo’s corporate affairs are governed by its memorandum and articles of association, the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against PubCo’s directors, actions by PubCo’s minority shareholders and the fiduciary duties of PubCo’s directors to PubCo under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of PubCo’s shareholders and the fiduciary duties of PubCo’s directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of

securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standings to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like PubCo have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. PubCo’s directors have discretion under its articles of association that will become effective immediately prior to completion of the Business Combination to determine whether or not, and under what conditions, its corporate records may be inspected by its shareholders, but are not obliged to make them available to its shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, PubCo’s public shareholders may have more difficulty in protecting their interests in the face of actions taken by PubCo’s management, users of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against PubCo or its management named in the prospectus based on foreign laws.

PubCo is a company incorporated under the laws of the Cayman Islands, PubCo conducts substantially all of its operations in China, and substantially all of PubCo’s assets are located in China. In addition, all PubCo’s senior executive officers reside within China for a significant portion of the time and most are PRC nationals. As a result, it may be difficult for PubCo’s shareholders to effect service of process upon PubCo or those persons inside China. In addition, China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the Cayman Islands and many other countries and regions. Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

Shareholder claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States have not been efficient in the absence of mutual and practical cooperation mechanism.

According to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties. See also “— Risks Relating to Risks Relating to PubCo — You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under Cayman Islands law.”

Future changes to U.S. and non-U.S. tax laws could adversely affect PubCo.

The U.S. Congress and other government agencies in jurisdictions where PubCo and its affiliates will do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the countries in which PubCo and its affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect PubCo and its affiliates.

The Business Combination may be a taxable event for U.S. Holders of ORSN Common Stock, ORSN Warrants, and ORSN Rights.

Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences of the Business Combination,” the Reincorporation Merger should qualify as a “reorganization” within the meaning of Section 368 of the Code and, as a result, a U.S. Holder (as defined below) should not recognize gain or loss on the

exchange of ORSN Common Stock, the ORSN Rights, or ORSN Warrants for PubCo Ordinary Shares or PubCo Warrants, as applicable, pursuant to the Business Combination. However, the U.S. Holders may recognize gain (but not loss) as a result of the Reincorporation Merger if Section 367(a) of the Code and the Treasury Regulations promulgated thereunder apply to the Reincorporation Merger. Section 367(a) of the Code may apply to the Reincorporation Merger if PubCo transfers the assets it acquires from Orisun pursuant to the Reincorporation Merger to certain subsidiary corporations in connection with the Business Combination. However, the rules under Section 367(a) and Section 368 of the Code are complex and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations.

If the Reincorporation Merger does not qualify as a reorganization for a reason other than the application of Section 367(a) of the Code, a U.S. Holder that exchanges its ORSN Common Stock, ORSN Rights, or ORSN Warrants for the consideration under the Business Combination will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Ordinary Shares and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the ORSN Common Stock, ORSN Rights, and ORSN Warrants exchanged.

The IRS may not agree with the position that PubCo should be treated as a foreign corporation for U.S. federal income tax purposes following the Business Combination.

Although PubCo will be incorporated under the laws of the Cayman Islands, the IRS may assert that PubCo should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to section 7874 of the Code. For U.S. federal income tax purposes, a corporation is generally considered a tax resident in the jurisdiction of its organization or incorporation. Because PubCo will be incorporated under the laws of the Cayman Islands, PubCo would generally be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) for U.S. federal income tax purposes. Section 7874 provides an exception pursuant to which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. These rules are complex and require analysis of all relevant facts and circumstances, and there is limited guidance and significant uncertainties as to their application. If it were determined that PubCo should be taxed as a U.S. corporation for U.S. federal income tax purposes under section 7874, PubCo would be liable for U.S. federal income tax on its income like any other U.S. corporation and certain distributions made by PubCo to non-U.S. holders of PubCo securities would be subject to U.S. withholding tax. Taxation as a U.S. corporation could have a material adverse effect on PubCo’s financial position and results from operations.

As more fully described under “Material U.S. Federal Income Tax Considerations of The Business Combination — Certain U.S. Federal Income Tax Consequences of the Business Combination to Orisun and PubCo — Tax Residence of PubCo for U.S. Federal Income Tax Purposes,” section 7874 is currently expected to apply in a manner such that PubCo should not be treated as a U.S. corporation for U.S. federal income tax purposes. However, holders are cautioned that the application of section 7874 to PubCo is extremely complex and the applicable Treasury regulations are subject to significant uncertainty and there is limited guidance regarding their application. Moreover, the application of section 7874 to the facts and circumstances of the proposed transaction are uncertain. In addition, there could be a future change in law under section 7874 of the Code, the Treasury Regulations promulgated thereunder or otherwise that could have an effect on the application of section 7874 to PubCo. No IRS ruling has been requested or will be obtained regarding the U.S. federal income tax consequences of the Business Combination or any other matter described in this prospectus/proxy statement. There can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described above or that, if challenged, such treatment will be sustained by a court.

PubCo may be or become a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders.

If PubCo or any of its subsidiaries is a PFIC for any taxable year, or portion thereof, that is included in the holding period of a U.S. Holder of the PubCo Ordinary Shares or PubCo Warrants, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. There is no assurance that PubCo or its subsidiaries are not currently PFICs for U.S. federal income tax purposes for the taxable year of the Business Combination or for foreseeable future taxable years. Moreover, PubCo does not expect to provide a PFIC annual information statement for 2020 or going forward. Please see the section entitled “Material U.S. Federal Income Tax Consequences of the Business Combination — Passive Foreign Investment Company Status” for a more detailed discussion with respect to PubCo’s potential PFIC status and certain tax implications thereof. U.S. Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of the PubCo Ordinary Shares, PubCo Warrants and PubCo options under the Incentive Plan.

CAPITALIZATION

The following table sets forth the capitalization on an audited, historical basis of Orisun as of June 30, 2020 and information derived from the unaudited consolidated statement of financial position of Ucommune as of June 30, 2020 after giving effect to the Business Combination assuming that (i) no holders of ORSN Common Stock exercise their redemption rights, and (ii) that the maximum number of holders of ORSN Common Stock have properly exercised their redemption rights.

(in thousands)

THE SPECIAL MEETING OF ORISUN STOCKHOLDERS

General

We are furnishing this proxy statement/prospectus to the Orisun stockholders as part of the solicitation of proxies by Orisun board of directors for use at the Special Meeting to be held on November 16, 2020 and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our stockholders on or about November 5, 2020 in connection with the vote on the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Incentive Plan Proposal and the Adjournment Proposal. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on November 16, 2020 at 10:00 a.m. Eastern Time, or such other date, time and place to which such meeting may be adjourned or postponed. Due to the COVID-19 pandemic, Orisun will be holding the Special Meeting as a teleconference using the following dial-in information:

Purpose of the Special Meeting

At the Special Meeting, we are asking holders of ORSN Common Stock to approve the following Proposals:

•        The Reincorporation Merger Proposal to approve the Reincorporation Merger and the Plan of Merger;

•        The Acquisition Merger Proposal to approve the Acquisition Merger;

•        The Incentive Plan Proposal to approve PubCo’s Incentive Plan; and

•        The Adjournment Proposal to approve the adjournment of the Special Meeting in the event Orisun does not receive the requisite stockholder vote to approve the above Proposals.

Recommendation of Orisun’s Board of Directors

Orisun board of directors:

•        has determined that each of the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Incentive Plan Proposal and the Adjournment Proposal, are fair to, and in the best interests of, Orisun and its stockholders;

•        has approved the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Incentive Plan Proposal and the Adjournment Proposal; and

•        recommends that the Orisun stockholders vote “FOR” each of the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

Orisun board of directors have interests that may be different from or in addition to your interests as a stockholder. See “The Business Combination — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus for further information.

Record Date; Who is Entitled to Vote

We have fixed the close of business on October 7, 2020, as the record date for determining those Orisun stockholders entitled to notice of and to vote at the Special Meeting. As of the close of business on October, 2020, there were 5,783,235 ORSN Common Stock outstanding and entitled to vote. Each holder of ORSN Common Stock is entitled to one vote per share on each of the Reincorporation Merger Proposal, the Acquisition Merger Proposal, and the Adjournment Proposal.

As of October 7, 2020, the initial stockholders and Chardan collectively own and is entitled to vote 1,343,211 shares of ORSN Common Stock, or approximately 23.23% of Orisun’s issued and outstanding shares of common stock. With respect to the Business Combination, the Sponsor and Chardan, which owns approximately 23.16% of Orisun’s outstanding shares of common stock as of the record date, have agreed to vote their ORSN Common Stock acquired by them in favor of the Reincorporation Proposal and the Acquisition Merger Proposal. The Sponsor has indicated that it intends to vote its shares, as applicable, “FOR” the other Proposals, although there is no agreement in place with respect to the other Proposals.

Quorum and Required Vote for the Proposals

A quorum of Orisun stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the shares of capital stock issued and outstanding as of the record date and entitled to vote at the Special Meeting is represented in person or by proxy. An Orisun holder present in person or by proxy and abstaining from voting at the Special Meeting will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding ordinary shares of Orisun present and entitled to vote at the Special Meeting; provided, however, that if 3,817,564 or more of the holders of ORSN Common Stock exercise their redemption rights then the Business Combination may not be completed. Attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the Proposals and, assuming a quorum is present, broker non-votes will have no effect on the voting on Proposals.

Voting Your Shares

Each share of ORSN Common Stock that you own in your name entitles you to one vote for each Proposal on which such shares are entitled to vote at the Special Meeting. Your proxy card shows the number of shares of ORSN Common Stock that you own.

There are two ways to ensure that your ORSN Common Stock are voted at the Special Meeting:

•        You can cause your shares to be voted by signing and returning the enclosed proxy card. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by the Orisun board of directors, “FOR” the adoption of the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Incentive Plan Proposal and the Adjournment Proposal. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

•        You can attend the Special Meeting and vote in person. We will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE REINCORPORATION MERGER PROPOSAL AND THE ACQUISITION MERGER PROPOSAL (AS WELL AS THE OTHER PROPOSALS). IN ORDER TO REDEEM YOUR SHARES, YOU MUST TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE STOCKHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        if you are a record holder, you may notify our proxy solicitor, Morrow Sodali LLC, in writing before the Special Meeting that you have revoked your proxy; or

•        you may attend the Special Meeting, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call Morrow Sodali LLC, our proxy solicitor, with individual call toll-free at (800) 662-5200 and banks and brokers call at (203) 658-9400.

No Additional Matters May Be Presented at the Special Meeting

This Special Meeting has been called only to consider the approval of the Proposals.

Redemption Rights

Pursuant to Orisun’s amended and restated certificate of incorporation, a holder of ORSN Common Stock has the right to have its public shares redeemed for cash equal to its pro rata share of the trust account (net of taxes payable) in connection with the Business Combination.

If you are a public stockholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on November 12, 2020 (two (2) business days before the Special Meeting), that Orisun redeem your shares into cash; and (ii) submit your request in writing to Orisun’s transfer agent, at the address listed at the end of this section and deliver your shares to Orisun’s transfer agent physically or electronically using the DWAC system at least two (2) business days prior to the vote at the Special Meeting. In order to validly request redemption, you must either make a request for redemption on the proxy card or separately send a request in writing to Orisun’s transfer agent. The proxy card or separate request must be signed by the applicable stockholder in order to validly request redemption. A stockholder is not required to submit a proxy card or vote in order to validly exercise redemption rights.

You may tender the ORSN Common Stock for which you are electing redemption by two (2) business days before the Special Meeting by either:

•        Delivering certificates representing Orisun’s ordinary shares to Orisun’s transfer agent, or

•        Delivering the ORSN Common Stock electronically through the DWAC system.

Orisun stockholders will be entitled to redeem their ORSN Common Stock for a full pro rata share of the trust account (currently anticipated to be no less than approximately $10.20 per share) net of taxes payable.

Any corrected or changed written demand of redemption rights must be received by Orisun’s transfer agent two (2) business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two (2) business days prior to the vote at the Special Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of ORSN Common Stock as of the record date. Any public stockholder who holds ORSN Common Stock on or before November 12, 2020 (two (2) business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

In connection with tendering your shares for redemption, you must elect either to physically tender your stock certificates to Orisun’s transfer agent or deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, in each case, two (2) business days before the Special Meeting.

Through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and Orisun’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is Orisun’s understanding that Orisun stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. Orisun does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Orisun stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

In the event that a stockholder tenders its shares and decides prior to the consummation of the Business Combination that it does not want to redeem its shares, the stockholder may withdraw the tender. In the event that a stockholder tenders shares and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. Orisun anticipates that a stockholder who tenders shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares soon after the completion of the Business Combination.

If properly demanded by Orisun public stockholders, Orisun will redeem each share into a pro rata portion of the funds available in the trust account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the record date, this would amount to approximately $10.19 per share. If you exercise your redemption rights, you will be exchanging your ORSN Common Stock for cash and will no longer own the shares. If Orisun is unable to complete the Business Combination by February 6, 2021 (18 months after the consummation of the IPO), or up to May 6, 2021 (21 months after the consummation of the IPO if the time-period is extended, as previously described herein), it will liquidate and dissolve and public stockholders would be entitled to receive approximately $10.20 per share upon such liquidation.

The Business Combination will not be consummated if the holders of 3,817,564 or more of Orisun’s shares of common stock exercise their redemption rights.

Holders of outstanding ORSN Units must separate the underlying ORSN Common Stock, ORSN Warrants and ORSN Rights prior to exercising redemption rights with respect to the ORSN Common Stock. If ORSN Units are registered in a holder’s own name, the holder must deliver the certificate for its ORSN Units to the transfer agent with written instructions to separate the ORSN Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the ORSN Common Stock from the ORSN Units.

If a broker, dealer, commercial bank, trust company or other nominee holds ORSN Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s ORSN Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of ORSN Units to be separated and the nominee holding such ORSN Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant ORSN Units and a deposit of an equal number of ORSN Common Stock, ORSN Warrants and ORSN Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the ORSN Common Stock from the ORSN Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their ORSN Common Stock to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

Tendering Common Stock Certificates in connection with Redemption Rights

Orisun is requiring the Orisun public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to Orisun’s transfer agent, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC System, at the holder’s option at least two (2) business days prior to the Special Meeting. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker whether to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether Orisun requires holders seeking to exercise redemption rights to tender their ordinary shares. The need to deliver ordinary shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request for redemption, once made, may be withdrawn at any time up to the business day immediately preceding the consummation of the proposed Business Combination. Furthermore, if a stockholder delivered his certificate for redemption and subsequently decided prior to the date immediately preceding the consummation of the proposed Business Combination not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public stockholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, Orisun will promptly return the share certificates to the public stockholder.

Proxies and Proxy Solicitation Costs

We are soliciting proxies on behalf of the Orisun board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Orisun and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus and proxy card. Morrow Sodali LLC, a proxy solicitation firm that Orisun has engaged to assist it in soliciting proxies, will be paid its customary fee and out-of-pocket expenses.

Orisun will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Orisun will reimburse them for their reasonable expenses.

If you send in your completed proxy card, you may still vote your shares in person if you revoke your proxy before it is exercised at the Special Meeting.

No ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Business Combination or any other related matter; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

This summary is limited to considerations relevant to U.S. Holders that hold Orisun securities and, after the completion of the Business Combination, PubCo securities, as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such as, for example:

•        banks or other financial institutions, underwriters, or insurance companies;

•        traders in securities who elect to apply a mark-to-market method of accounting;

•        real estate investment trusts and regulated investment companies;

•        tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

•        expatriates or former long-term residents of the United States;

•        subchapter S corporations, partnerships or other pass-through entities or investors in such entities;

•        dealers or traders in securities, commodities or currencies;

•        grantor trusts;

•        persons subject to the alternative minimum tax;

•        U.S. persons whose “functional currency” is not the U.S. dollar;

•        persons who received shares of ORSN Common Stock through the issuance of restricted stock under an incentive plan or through a tax-qualified retirement plan or otherwise as compensation;

•        persons who own (directly or through attribution) 5% or more (by vote or value) of the outstanding shares of ORSN Common Stock, or, after the Business Combination, the issued PubCo Ordinary Shares (excluding treasury shares); or

•        holders holding Orisun securities, or, after the Business Combination, PubCo securities, as a position in a “straddle,” as part of a “synthetic security” or “hedge,” as part of a “conversion transaction,” or other integrated investment or risk reduction transaction.

As used in this proxy statement/prospectus, the term “U.S. Holder” means a beneficial owner of Orisun securities, and, after the Business Combination, PubCo securities received in the Business Combination, that is, for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the United States;

•        a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States or any State thereof or the District of Columbia;

•        an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•        a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds Orisun securities, and, after the completion of the Business Combination, PubCo securities received in the Business Combination, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the Business Combination and the subsequent ownership and disposition of PubCo securities received in the Business Combination.

Because ORSN Units will be separated into their component parts immediately prior to the consummation of the Business Combination, a beneficial owner of a ORSN Unit should be treated as the owner of the underlying component Orisun securities for U.S. federal income tax purposes. The discussion below with respect to Orisun securities should also apply to holders of ORSN Units (as the deemed owner of the underlying component Orisun securities).

THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE BUSINESS COMBINATION. ORISUN STOCKHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE BUSINESS COMBINATION AND OF THE OWNERSHIP AND DISPOSITION OF PUBCO SECURITIES AFTER THE BUSINESS COMBINATION, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.

U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders

The following discussion, “— U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders,” constitutes the opinion of Loeb, counsel to Orisun, as to the material U.S. federal income tax consequences of the Business Combination to the U.S. Holders of Orisun securities, subject to the limitations, exceptions, beliefs, assumptions, and qualifications described in such opinion and otherwise herein.

Qualification of the Reincorporation Merger as a Reorganization

The Reincorporation Merger should qualify as a “reorganization” within the meaning of Section 368 of the Code. However, U.S. Holders should be aware that the completion of the Business Combination is not conditioned on the receipt of an opinion of counsel that the Business Combination qualifies as a reorganization, and that PubCo has not requested and does not intend to request a ruling from the IRS with respect to the U.S. federal income tax treatment of the Business Combination. There can be no assurance that the IRS will not take a contrary position to views expressed herein or that a court will not agree with a contrary position of the IRS.

If the Reincorporation Merger Qualifies as a Reorganization

Although U.S. shareholders generally do not recognize gain or loss on the receipt of stock pursuant to a reorganization under Section 368 of the Code, Section 367(a) of the Code and Treasury Regulations promulgated thereunder require, where applicable, U.S. shareholders to recognize gain (but not loss) with respect to certain cross-border reorganizations. However, Section 367(a) should not apply to the Reincorporation Merger in a manner that causes gain recognition to the U.S. Holders, unless the exchange of Orisun securities for PubCo securities is considered to be an indirect stock transfer under the applicable Treasury Regulations. For this purpose, an indirect stock transfer may occur if PubCo transfers the assets it acquires from Orisun pursuant to the Reincorporation Merger to certain subsidiary corporations in connection with the Business Combination. However, the rules under Section 367(a) and Section 368 of the Code are complex and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations. Accordingly, no assurance can be given as to whether U.S. Holders will recognize gain, if any, as a result of the exchange of Orisun securities for PubCo securities.

Because the Reincorporation Merger should qualify as a reorganization under the provisions of Section 368 of the Code and should not be treated as an indirect stock transfer, a U.S. Holder that exchanges its Orisun securities pursuant to the Business Combination should not recognize gain or loss on the exchange of Orisun securities for PubCo securities. The aggregate adjusted tax basis of a U.S. Holder in the PubCo Ordinary Shares received as a result of the Business Combination should equal the aggregate adjusted tax basis of the ORSN Common Stock and the ORSN Rights surrendered in the exchange, and the aggregate adjusted tax basis in the PubCo Warrants received

as a result of such exchange should equal the aggregate adjusted tax basis of the ORSN Warrants surrendered in the exchange. A U.S. Holder’s holding period for the PubCo securities received in the exchange should include the holding period for the Orisun securities surrendered in the exchange.

U.S. Holders should consult their own tax advisors as to the particular consequences to them of the exchange of Orisun securities for PubCo securities pursuant to the Business Combination, the qualification of the Reincorporation Merger as a reorganization, and the potential application of Section 367(a) to the Reincorporation Merger.

If the Reincorporation Merger Does Not Qualify as a Reorganization

If the Reincorporation Merger fails to qualify as a Reorganization for a reason other than the application of Section 367(a) of the Code, a U.S. Holder that exchanges its Orisun securities for the consideration under the Business Combination will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the PubCo securities received and (ii) the U.S. Holder’s adjusted tax basis in the Orisun securities exchanged. A U.S. Holder’s aggregate tax basis in the PubCo securities received will be the fair market value of those securities on the date the U.S. Holder receives them. The U.S. Holder’s holding period for the PubCo securities received pursuant to the Business Combination will begin on the day after the date the U.S. Holder receives such PubCo securities.

Such gain or loss will be a capital gain or loss and will be a long-term capital gain or loss if the U.S. Holder’s holding period for the Orisun securities exceeds one year at the time of the Business Combination. Long-term capital gains of non-corporate U.S. Holders, including individuals, currently are subject to reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to limitations under the Code. Any such gain or loss recognized by a U.S. Holder will generally be treated as U.S. source gain or loss.

Certain U.S. Federal Income Tax Consequences of the Business Combination to Orisun and PubCo

The following discussion is a summary of certain U.S. federal income tax consequences of the Business Combination to Orisun and PubCo.

Tax Residence of PubCo for U.S. Federal Income Tax Purposes

Under current U.S. federal income tax law, a corporation generally will be considered to be resident for U.S. federal income tax purposes in its place of organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, PubCo, which is a Cayman Islands-incorporated entity, would generally be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident). Section 7874 of the Code and the regulations promulgated thereunder, however, contain specific rules (more fully discussed below) that may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes. If it were determined that PubCo should be taxed as a U.S. corporation for U.S. federal income tax purposes under section 7874, PubCo would be liable for U.S. federal income tax on its income like any other U.S. corporation, and certain distributions made by PubCo to non-U.S. holders of PubCo securities would be subject to U.S. withholding tax. Taxation as a U.S. corporation could have a material adverse effect on PubCo’s financial position and results from operations. The section 7874 rules are complex and require analysis of all relevant facts and circumstances, and there is limited guidance and significant uncertainties as to their application.

Under section 7874, a corporation created or organized outside the United States (i.e., a non-U.S. corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, be a U.S. tax resident subject to U.S. federal income tax on its worldwide income) if (1) the non-U.S. corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S. corporation, (2) the non-U.S. corporation’s expanded affiliated group does not have substantial business activities in the non-U.S. corporation’s country of organization or incorporation relative to the expanded affiliated group’s worldwide activities (the “substantial business activities test”), and (3) the shareholders of the acquired U.S. corporation hold at least 80% (by either vote or value) of the stock of the non-U.S. acquiring corporation after the acquisition by reason of holding shares in the U.S. acquired corporation, as determined under complex share ownership rules described below, which are uncertain in their application in many circumstances and are intended to increase the percentage ownership for these purposes (the “Ownership Test”). For this purpose, “expanded affiliated group” generally means the foreign acquiring corporation and all subsidiary corporations in which such foreign corporation owns, directly or indirectly, more than 50% of the stock (by vote and value) after the foreign acquiring corporation’s acquisition of the assets of the U.S. corporation.

In the Business Combination, PubCo will directly acquire all of Orisun’s assets through Orisun merging with and into PubCo, with PubCo remaining as the surviving publicly traded entity. As a result, the determination of whether PubCo will be treated as a U.S. corporation for U.S. federal income tax purposes will depend on the application of the substantial business activities test and the Ownership Test.

PubCo is not expected to satisfy the substantial business activities test based on its activities in the Cayman Islands after the completion of the Business Combination. Accordingly, PubCo must determine whether the Ownership Test has been met.

Based on the complex rules for determining share ownership under section 7874 and Treasury Regulations promulgated thereunder and certain factual assumptions, former Orisun stockholders are expected to be treated as holding less than 80% (by both vote and value) of PubCo stock by reason of their former ownership of Orisun common stock for these purposes. Therefore, PubCo is not expected to satisfy the Ownership Test, and PubCo is not expected to be treated as a U.S. corporation for U.S. federal income tax purposes under section 7874. However, the application of the Ownership Test is extremely complex, and the applicable Treasury regulations relating to the Ownership Test are subject to significant uncertainty and there is limited guidance regarding their application. Moreover, the application of the Ownership Test to the facts and circumstances of the proposed transaction are uncertain. In addition, changes to the rules in section 7874 or the Treasury Regulations promulgated thereunder, or other changes in law, could adversely affect PubCo’s status as a non-U.S. entity for U.S. federal income tax purposes. Accordingly, there can be no assurance that the IRS will not take a contrary position to those described above or that a court will not agree with a contrary position of the IRS in the event of litigation.

Gain Recognized by Orisun as a Result of the Reincorporation Merger

Although corporations generally do not recognize gain or loss on the transfer of assets pursuant to a reorganization under Section 368 of the Code, Section 367 of the Code and Treasury Regulations promulgated thereunder require, where applicable, U.S. corporations to recognize gain (but not loss) with respect to certain transfers to foreign corporations in certain cross-border reorganizations.

Even if the Reincorporation Merger qualifies as a “reorganization” within the meaning of Section 368 of the Code, as a result of Section 367 of the Code, Orisun will recognize gain (but not loss) on the transfer of its assets to PubCo, to the extent that the fair market value of such assets exceeds Orisun’s adjusted basis in such assets. Orisun does not expect the amount of such gain to be material, but there is no certainty that that would be the case.

U.S. Federal Income Tax Consequences of Ownership and Disposition of PubCo Securities

The following discussion is a summary of certain material U.S. federal income tax consequences of the ownership and disposition of PubCo securities to U.S. Holders who receive such PubCo securities pursuant to the Business Combination.

Distribution on PubCo Ordinary Shares

Subject to the PFIC rules discussed below “— Passive Foreign Investment Company Status,” the gross amount of any distribution on PubCo Ordinary Shares that is made out of PubCo’s current and accumulated profits (as determined for U.S. federal income tax purposes) will generally be taxable to a U.S. Holder as ordinary dividend income on the date such distribution is actually or constructively received by such U.S. Holder. Any such dividends paid to corporate U.S. Holders generally will not qualify for the dividends-received deduction that may otherwise be allowed under the Code.

Dividends received by non-corporate U.S. Holders, including individuals, from a “qualified foreign corporation” may be eligible for reduced rates of taxation, provided that certain holding period requirements and other conditions are satisfied. For these purposes, a non-U.S. corporation will be treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. U.S. Treasury Department guidance indicates that shares listed on the NASDAQ (on which PubCo intends to apply to list the PubCo Ordinary Shares) will be considered readily tradable on an established securities market in the United States. Even if the PubCo Ordinary Shares are listed on NASDAQ, there can be no assurance that the PubCo Ordinary Shares will be considered readily tradable on an established securities market in future years. Non-corporate U.S. Holders that do not meet a minimum holding period requirement or that elect

to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code (dealing with the deduction for investment interest expense) will not be eligible for the reduced rates of taxation regardless of PubCo’s status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. Finally, PubCo will not constitute a qualified foreign corporation for purposes of these rules if it is a PFIC for the taxable year in which it pays a dividend or for the preceding taxable year. See the discussion below under “— Passive Foreign Investment Company Status.”

The amount of any dividend paid in foreign currency will be the U.S. dollar value of the foreign currency distributed by PubCo, calculated by reference to the exchange rate in effect on the date the dividend is includible in the U.S. Holder’s income, regardless of whether the payment is in fact converted into U.S. dollars on the date of receipt. Generally, a U.S. Holder should not recognize any foreign currency gain or loss if the foreign currency is converted into U.S. dollars on the date the payment is received. However, any gain or loss resulting from currency exchange fluctuations during the period from the date the U.S. Holder includes the dividend payment in income to the date such U.S. Holder actually converts the payment into U.S. dollars will be treated as ordinary income or loss. That currency exchange income or loss (if any) generally will be income or loss from U.S. sources for foreign tax credit limitation purposes.

To the extent that the amount of any distribution made by PubCo on the PubCo Ordinary Shares exceeds PubCo’s current and accumulated earnings and profits for a taxable year (as determined under U.S. federal income tax principles), the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the U.S. Holder’s PubCo Ordinary Shares, and to the extent the amount of the distribution exceeds the U.S. Holder’s tax basis, the excess will be taxed as capital gain recognized on a sale or exchange as described below under “— Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities.” However, PubCo may not calculate earnings and profits in accordance with U.S. federal income tax principles. In such event, a U.S. Holder should expect to generally treat distributions PubCo makes as dividends.

Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities

Subject to the discussion below under “— Passive Foreign Investment Company Status,” a U.S. Holder will generally recognize gain or loss on any sale, exchange, redemption, or other taxable disposition of PubCo Ordinary Shares and PubCo Warrants in an amount equal to the difference between the amount realized on the disposition and such U.S. Holder’s adjusted tax basis in such PubCo Ordinary Shares or PubCo Warrants. Any gain or loss recognized by a U.S. Holder on a taxable disposition of PubCo Ordinary Shares or PubCo Warrants will generally be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in the PubCo Ordinary Shares or PubCo Warrants exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. Holders (including individuals). The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder on the sale or exchange of PubCo Ordinary Shares or PubCo Warrants will generally be treated as U.S. source gain or loss.

Exercise or Lapse of a PubCo Warrant

Except as discussed below with respect to the cashless exercise of a PubCo Warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a PubCo ordinary share on the exercise of a PubCo Warrant for cash. A U.S. Holder’s tax basis in a PubCo ordinary share received upon exercise of the PubCo Warrant generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the PubCo Warrant exchanged therefor and the exercise price. The U.S. Holder’s holding period for a PubCo ordinary share received upon exercise of the PubCo Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrants and will not include the period during which the U.S. Holder held the PubCo Warrants. If a PubCo Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the PubCo Warrant.

The tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may be tax-free, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-free situation, a U.S. Holder’s basis in the PubCo Ordinary Shares received would equal the holder’s basis in the PubCo Warrant. If the cashless exercise were treated as not being a gain recognition event, a U.S. Holder’s holding period in the PubCo Ordinary Shares would be treated as

commencing on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrant. If the cashless exercise were treated as a recapitalization, the holding period of the PubCo ordinary share would include the holding period of the PubCo Warrant.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder would recognize gain or loss with respect to the portion of the exercised PubCo Warrants treated as surrendered to pay the exercise price of the PubCo Warrants (the “surrendered warrants”). The U.S. Holder would recognize capital gain or loss with respect to the surrendered warrants in an amount generally equal to the difference between (i) the fair market value of the PubCo Ordinary Shares that would have been received with respect to the surrendered warrants in a regular exercise of the PubCo Warrants and (ii) the sum of the U.S. Holder’s tax basis in the surrendered warrants and the aggregate cash exercise price of such warrants (if they had been exercised in a regular exercise). In this case, a U.S. Holder’s tax basis in the PubCo Ordinary Shares received would equal the U.S. Holder’s tax basis in the PubCo Warrants exercised plus (or minus) the gain (or loss) recognized with respect to the surrendered warrants. A U.S. Holder’s holding period for the PubCo Ordinary Shares would commence on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrant.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise.

Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights

In the event that a U.S. Holder elects to redeem its ORSN Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the ORSN Common Stock under Section 302 of the Code. If the redemption qualifies as a sale or exchange of the ORSN Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the ORSN Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the ORSN Common Stock redeemed exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

If the redemption does not qualify as a sale or exchange of ORSN Common Stock, the U.S. Holder will be treated as receiving a corporate distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Orisun’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the ORSN Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the ordinary shares. Dividends paid to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. However, it is unclear whether the redemption rights with respect to the ORSN Common Stock may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of shares of ORSN Common Stock treated as held by the U.S. Holder (including any ORSN Common Stock constructively owned by the U.S. Holder as a result of owning ORSN Warrants or ORSN Rights) relative to all of the shares of ORSN Common Stock outstanding both before and after the redemption. The redemption of ORSN Common Stock generally will be treated as a sale or exchange of the ORSN Common Stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in Orisun or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only ORSN Common Stock actually owned by the U.S. Holder, but also shares of ORSN Common Stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include ORSN Common Stock which could be acquired pursuant to the exercise of the ORSN Warrants or ORSN Rights. In order to meet the substantially disproportionate test, the percentage of Orisun’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of the ORSN Common Stock must, among other requirements, be less than 80% of the percentage of Orisun’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of the ORSN Common Stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of the ORSN Common Stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other ORSN Common Stock. The redemption of the ORSN Common Stock will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Orisun. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Orisun will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.

If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution. After the application of those rules regarding corporate distributions, any remaining tax basis of the U.S. Holder in the redeemed ordinary shares will be added to the U.S. Holder’s adjusted tax basis in its remaining ORSN Common Stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in its ORSN Warrants or possibly in other ORSN Common Stock constructively owned by it.

Passive Foreign Investment Company Status

Certain adverse U.S. federal income tax consequences could apply to a U.S. holder if PubCo, or any of its subsidiaries, is treated as a PFIC for any taxable year during which the U.S. holder holds PubCo securities. A non-U.S. corporation will be classified as a PFIC for any taxable year (a) if at least 75% of its gross income consists of passive income, such as dividends, interest, rents and royalties (except for rents and royalties earned in the active conduct of a trade or business), and gains on the disposition of property that produces such income, or (b) if at least 50% of the average value of its assets (determined on the basis of a quarterly average) is attributable to assets that produce, or are held for the production of, passive income (including for this purpose its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the interest, by value).

Whether PubCo or any of its subsidiaries is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty. Among other factors, fluctuations in the market price of PubCo Ordinary Shares and how, and how quickly, PubCo uses liquid assets and cash obtained in the Business Combination may influence whether PubCo or any of its subsidiaries is treated as PFIC. Accordingly, we are unable to determine whether PubCo or any of its subsidiaries will be treated as a PFIC for the taxable year of the Business Combination or for future taxable years, and there can be no assurance that PubCo or any of its subsidiaries will not be treated as a PFIC for any taxable year. Moreover, PubCo does not expect to provide a PFIC annual information statement for 2020 or going forward.

If PubCo were characterized as a PFIC for any taxable year, U.S. Holders of PubCo securities would suffer adverse tax consequences. These consequences may include having gains realized on the disposition of PubCo securities treated as ordinary income rather than capital gains, and being subject to punitive interest charges on certain dividends and on the proceeds of the sale or other disposition of the PubCo securities. U.S. Holders would also be subject to annual information reporting requirements. In addition, if PubCo were a PFIC in a taxable year in which PubCo paid a dividend or the prior taxable year, such dividends would not be eligible to be taxed at the reduced rates applicable to qualified dividend income (as discussed above). Certain elections (including a mark-to-market election) may be available to U.S. Holders to mitigate some of the adverse tax consequences resulting from PFIC treatment. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to their ownership of the PubCo securities.