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Ucommune and Orisun Combine to Expand Footprint in China.

Document Cited in Related
Vincent

MANews-(C)2009-2020

US-based blank check company Orisun acquisition Corp. has entered into a business combination with China-based office space manager Ucommune Group Holdings Ltd. to expand footprint in Chinese market, the company said.

Under the terms of the merger agreement, Orisun's wholly owned subsidiary Ucommune International will acquire Ucommune, resulting in Ucommune International being a listed company on the NASDAQ Capital Market. At the effective time of the transaction, Ucommune's shareholders and management will receive 70m ordinary shares of Ucommune International.

Ucommune shareholders will be entitled to receive earn-out consideration of up to an additional four m ordinary shares of Ucommune International, subject to Ucommune exceeding certain net revenue targets in 2020, 2021 and 2022 or achieving certain share price thresholds prior to certain future dates as set forth in the Merger Agreement.

The combined company represents a pro forma market value of approximately USD 769m at closing.

Upon consummation of the transaction contemplated by the Merger Agreement, 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.

Concurrently with the reincorporation merger, Everstone International Ltd, a Cayman Islands exempted company and wholly owned subsidiary of Ucommune International, will be merged with and into Ucommune, resulting Ucommune being a wholly owned subsidiary of Ucommune International.

Upon the closing of the transactions, the parties plan to remain NASDAQ-listed under...

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