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    Unit
    2901, 29F, Tower C

    Beijing
    Yintai Centre

    No.
    2 Jianguomenwai Avenue

    Chaoyang
    District, Beijing 100022

    People’s
    Republic of China

    Phone:
    86-10-6529-8300

    Fax:
    86-10-6529-8399

    Website:
    www.wsgr.com

    中国北京市朝阳区建国门外大街2号

    银泰中心写字楼C座29层2901室

    邮政编码:
    100022

    电话:
    86-10-6529-8300

    传真:
    86-10-6529-8399

    网站:
    www.wsgr.com

Via
EDAGR 

January
17, 2025

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Ucommune International
    Ltd

    Response to the Staff’s
    Comments on the Annual Report on Form 20-F for the Fiscal Year ended December 31, 2023 (File No. 001-39738)

Ladies
and Gentlemen,

On
behalf of Ucommune International Ltd (the “Company”), we are hereby submitting this letter in response to a comment
letter from the staff (the “Staff”) of the Securities and Exchange Commission dated December 20, 2024 on the Company’s
annual report on Form 20-F for the fiscal year ended December 31, 2023 filed on April 25, 2024 (the “2023 Form 20-F”).

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the 2023 Form 20-F.

Form
20-F for the Fiscal Year Ended December 31, 2023

Introduction,
page ii

 1. Clearly
                                            disclose how you will refer to the holding company, subsidiaries, and VIEs when providing
                                            the disclosure throughout the document so that it is clear to investors which entity the
                                            disclosure is referencing and which subsidiaries or entities are conducting the business
                                            operations. Refrain from using terms such as “we” or “our” when describing
                                            activities or functions of your VIE.

RESPONSE:
In response to the Staff’s comment, the Company undertakes to refrain from using terms such as “we” or “our”
when describing activities or functions of the VIEs and implying that the historical contractual agreements were equivalent to equity
ownership in the VIEs in its future Form 20-F filings. The Company also undertakes to revise the relevant disclosure in its future Form
20-F filings as follows (with deletions shown in strikethrough and additions in underline showing the changes against the disclosure
in the 2023 Form 20-F), subject to such updates and adjustments to be made in connection with any material developments of the subject
matter being disclosed.

 ● “we,”
                                            “us,” “our company,” “our” or “Ucommune”
                                            refers to (1) Ucommune International Ltd, a Cayman Islands exempted company,
                                            and its subsidiaries, and, (2) in the context
                                            of describing our operations and consolidated financial statements, the consolidated VIEs.
                                            The consolidated VIEs are PRC companies conducting operations in China, and their financial
                                            results have been consolidated into our consolidated financial statements under U.S. GAAP
                                            for accounting purposes. Ucommune International Ltd is a holding company with no material
                                            operations of its own. We do not have any equity ownership in the consolidated VIEs;

…

Wilson Sonsini Goodrich
& Rosati, Professional Corporation

威尔逊  ●  桑西尼  ●  古奇  ●  罗沙迪律师事务所

austin
beijing    boston    BOULDER    brussels    hong kong    london    los angeles    new york    palo alto

SALT LAKE CITY    san diego    san francisco    seattle    shanghai    washington, dc    wilmington, de

Page
2

ITEM
3. KEY INFORMATION

Implications
of Being a Company with the Holding Company Structure and the VIE Structures

The
VIE Structures and Associated Risks

Ucommune
International Ltd, the Parent, is not a Chinese operating company but a is the ultimate Cayman Islands holding
company with no equity ownership in the VIEs and no material operations of its own. The Parent carries out its business in China
through the WFOEs and their respective contractual arrangements, commonly known as the VIE structures, with the VIEs based in China and
their respective shareholders, due to the PRC regulatory restrictions on direct foreign investment in value-added telecommunications
services (“VATSs”) and certain other businesses. Investors in our securities are purchasing the equity securities of Ucommune
International Ltd, the Cayman Islands holding company, rather than the equity securities of the VIEs in which our operations are conducted.

 2. As
                                            you previously disclosed in your Registration Statement on Form F-3 filed September 7, 2022,
                                            provide prominent disclosure about the legal and operational risks associated with being
                                            based in or having the majority of the company’s operations in China. Your disclosure
                                            should make clear whether these risks could result in a material change in your operations
                                            and/or the value of your securities or could significantly limit or completely hinder your
                                            ability to offer or continue to offer securities to investors and cause the value of such
                                            securities to significantly decline or be worthless. Your disclosure should address how recent
                                            statements and regulatory actions by China’s government, such as those related to the
                                            use of variable interest entities and data security or anti-monopoly concerns, have or may
                                            impact the company’s ability to conduct its business, accept foreign investments, or
                                            list on a U.S. or other foreign exchange.

RESPONSE:
In response to the Staff’s comment, the Company undertakes to add relevant disclosure in “Item 3. Key Information —
Implications of Being a Company with the Holding Company Structure and the VIE Structures” in its future Form 20-F filings as follows,
subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed.

We,
our PRC subsidiaries and the consolidated VIEs face various legal and operational risks and uncertainties related to being based in and
having significant operations in China. The PRC government has significant authority to exert influence on the ability of a China-based
company, such as us and the VIEs, to conduct its business, accept foreign investments or list on U.S. or other foreign exchanges. The
PRC government has recently issued statements and regulatory actions relating to areas such as regulatory approvals of offshore offerings,
oversight on cybersecurity and data privacy, the use of VIE structure, anti-monopoly regulatory actions, as well as the uncertainty of
the inspection on our auditors by the Public Company Accounting Oversight Board (the “PCAOB”). For example, the PRC anti-monopoly
and competition laws and regulations are evolving, and there remains uncertainties as to how the anti-monopoly laws, regulations and
guidelines will impact our business and results of operations. See “— D. Risk Factors — Risks Related to Doing Business
in China — Certain PRC regulations may make it more difficult for us to pursue growth through acquisitions.” The PRC government
also has regulatory authority over the conduct of the business of us, our PRC subsidiaries and the consolidated VIEs, and may intervene
with or influence our operations or the development of the agile office space industry as it deems appropriate to further regulatory,
political and societal goals. See “— D. Risk Factors —Risks Related to Our Corporate Structure — If the PRC government
determines that the contractual arrangements constituting part of the VIE structure do not comply with PRC regulations, or if these regulations
change or are interpreted differently in the future our securities may decline in value or become worthless.” These statements
and regulatory actions may impact our ability to conduct certain businesses, accept foreign investments, or list on a U.S. or other foreign
exchange. Such risks could result in a material change in our operations and/or the value of our Class A ordinary shares, significantly
limit or completely hinder our ability to offer securities to investors and cause the value of such securities to significantly decline
or in extreme cases, become worthless. For further details, see “— D. Risk Factors — Risks Related to Doing Business
in China — The Chinese government exerts substantial influence over the manner in which we must conduct our business activities
and may intervene or influence our operations at any time, which could result in a material change in our operations and the value of
our Class A ordinary shares.”

Page
3

The
VIE Structures and Associated Risks, page 1

 3. Please
                                            revise this section to provide a diagram of the company’s corporate structure, identifying
                                            the person or entity that owns the equity in each depicted entity, and a description of the
                                            contractual arrangements with the VIEs and their respective shareholders, as you have done
                                            on pages 95-99.

RESPONSE:
In response to the Staff’s comment, the Company undertakes to replicate (1) the diagram of the Company’s corporate structure
disclosed in “Item 4. Information of the Company — C. Organizational Structure” of the 2023 Form 20-F on page 95 and
(2) the description of the contractual arrangements with the VIEs and their respective shareholders to “Item 3. Key Information
— Implications of Being a Company with the Holding Company Structure and the VIE Structures — The VIE Structures and Associated
Risks” in its future Form 20-F filings, subject to such updates and adjustments to be made in connection with any material developments
of the subject matter being disclosed.

Cash
and Asset Flows through Our Organization, page 2

 4. As
                                            you previously disclosed in your Registration Statement on Form F-3 filed September 7, 2022,
                                            provide a description of how cash is transferred through your organization and describe your
                                            cash management policies that dictate how funds are transferred between you, your subsidiaries,
                                            the consolidated VIEs or investors and disclose the source of such policies (e.g., whether
                                            they are contractual in nature, pursuant to regulations, etc.). State whether any transfers
                                            have been made to date between the holding company, its subsidiaries, and consolidated VIEs,
                                            or to investors, and quantify the amounts where applicable. In this regard, your disclosure
                                            only speaks to dividends and distributions. Provide cross-references to the condensed consolidating
                                            schedule and the consolidated financial statements.

RESPONSE:
In response to the Staff’s comment, the Company undertakes to revise the relevant disclosure in its future Form 20-F filings as
follows (with deletions shown in strikethrough and additions in underline showing the changes against the disclosure in the 2023 Form
20-F), subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed.

ITEM
3. KEY INFORMATION

…

Implications
of Being a Company with the Holding Company Structure and the VIE Structures

…

Cash
and Asset Flows through Our Organization

Cash
may be transferred within our organization in the following manner: (1) the Parent may transfer funds to our subsidiaries, including
our PRC subsidiaries, by way of capital contributions or loans; (2) the Parent and our subsidiaries may provide loans to the VIEs and
vice versa; (3) funds may be transferred from the VIEs to the WFOEs, as service fees for services contemplated by the contractual arrangements;
(4) our PRC subsidiaries, including the WFOEs, may pay dividends to their shareholders, which are the Parent’s subsidiaries incorporated
in Hong Kong and indirectly wholly-owned by the Parent; and (5) our non-PRC subsidiaries may make dividends or other distributions to
the Parent. Because the WFOEs are the primary beneficiary of the VIEs through contractual arrangements and the Parent and its subsidiaries
do not have equity ownership in the VIEs, neither the Parent nor its subsidiaries are able to make direct capital contributions to the
VIEs or their respective subsidiaries, and the VIEs are not able to make dividends or other distributions to the Parent.

Page
4

In
light of our holding company structure and the VIE structures, our ability to pay dividends to the shareholders, and to service any debt
we may incur may highly depend upon dividends paid by the WFOEs to us and service fees paid by the VIEs to the WFOEs, despite that we
may obtain financing at the holding company level through other methods. For instance, if any of the WFOEs or the VIEs incur debt on
their own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us and our shareholders,
as well as the ability to settle amounts owed under the contractual arrangements. As of the date of this annual report, none
of Ucommune International Ltd, the WFOEs and the VIEs has paid any dividends or made any distributions to their respective shareholders,
including any U.S. investors, nor do we have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future.
We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. See
“Dividend Policy” for details. In 2021, 2022 and 2023, the total amount of the service fees that the VIEs paid to the WFOEs
under the contractual arrangements was nil, nil and nil, respectively. We expect to continue to distribute earnings and settle the service
fees owed under the contractual arrangements at the request of the WFOEs and based on our business needs, and do not expect to declare
dividend in the foreseeable future.

…

As
of the date of this annual report, none of Ucommune International Ltd, the WFOEs and the VIEs has paid any dividends or made any distributions
to their respective shareholders, including any U.S. investors, nor do we have any present plan to pay any cash dividends on our ordinary
shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate
and expand our business. See “Dividend Policy” for details. In 2021, 2022 and 2023, the Parent made loans to our subsidiaries
located outside China of RMB474.8 million, RMB15.7 million and RMB0.3 million (US$40,000), respectively, and collected loans from such
subsidiaries of RMB216.5 million, RMB7.2 million and RMB62.9 million (US$8.9 million) in the same periods, respectively. In 2021, 2022