Ucommune Group Holdings Limited entered into letter of intent to acquire Orisun Acquisition Corp. (NasdaqCM:ORSN) from group of investors in a reverse merger transaction for approximately $670 million on April 29, 2020. Ucommune Group Holdings Limited entered into an agreement to acquire Orisun Acquisition Corp. (NasdaqCM:ORSN) from group of investors in a reverse merger transaction on June 29, 2020. Upon the closing of the transaction, ordinary shares of Orisun Acquisition shall be reclassified into class A (“Orisun Acquisition Class A Ordinary Shares”) and class B ordinary shares (“Orisun Acquisition Class B Ordinary Shares,” together with Orisun Acquisition Class A Ordinary Shares, collectively “Orisun Acquisition Ordinary Shares”) where each Orisun Acquisition Class A Ordinary Share shall be entitled to one vote on all matters subject to vote at general and special meetings of the post-closing company and each Orisun Acquisition Class B Ordinary Share shall be entitled to fifteen votes on all matters subject to vote at general and special meetings of the post-closing company. At the closing of the merger, the former Ucommune shareholders will receive an aggregate of 53.4 million Orisun Acquisition Class A ordinary shares and 9.5 million Class B ordinary shares, among which 3.1 million Orisun Acquisition ordinary shares are to be issued and held in escrow to satisfy any indemnification obligations incurred under the agreement. 7.2 million Orisun Acquisition class A ordinary shares will be reserved and authorized for issuance under the equity incentive plan upon closing. Additionally, certain Ucommune Shareholders may be entitled to receive earn-out shares in (i) 2 million Class A ordinary shares of combined entity if the VWAP of Class A ordinary shares equals or exceeds $16.50 in a 20 or 30 day period before December 31, 2022 or Ucommune's revenue exceeds CNY 850 million (approximately $120 million), (ii) 1 million Class A ordinary shares of combined entity if VWAP equals or exceeds $22.75 in any 20 days trading within a 30 day trading before December 31, 2023 or Ucommune's revenue exceeds CNY 1.3 billion (approximately $180 million) in the fiscal year of 2021 and (iii) 1 million Class A ordinary shares of combined entity if the VWAP equals or exceeds $30 in a 20 or 30 day period before December 31, 2024 or Ucommune's revenue exceeds CNY 1.9 billion (approximately $270 million) in the fiscal year of 2022. In a related transaction, Orison and Ucommune have entered into a backstop agreement with 14 investors to invest no less than $53 million funds.

Concurrently with the merger, Orisun will be merged with and into Ucommune Group Holdings, the separate corporate existence of Orisun will cease and Ucommune Group Holdings will continue as the surviving corporation. Ucommune's current management team will continue running Orisun after the transaction. In connection with the reincorporation merger, each share of Orisun's issued and outstanding capital stock will be converted into an equivalent amount of Ucommune Group Holdings's capital stock. Upon the closing of the transaction, Ucommune will become a publicly listed company on the NASDAQ under a new ticker symbol. Ucommune and Orisun will be entitled to a break-up fee of $3 million promptly after termination. Furthermore, the parties agreed that immediately following the closing the acquisition merger, Orisun Acquisition's Board of Directors will consist of seven Directors, all of whom shall be designated by Ucommune and a majority of whom shall qualify as independent Directors under Nasdaq rules. Upon completion, Cheong Kwok Mun will serve as the Chief Financial Officer and Chief Financial Officer, Zhuangkun He will serve as Director and Chief Executive Officer, Zhimo Zhao will serve as Director, Guohang Wang will serve as Chief Strategy Officer, Xin Guan will serve as Chief Operating Officer, Binchao Xu will serve as Chief Technology Officer, Zhenfei Wu will serve as Chief Marketing Officer and Jianghai Shen will serve as Chief Product Designer of the combined company. In addition, Jian Zhang, Mei Han, Jinghong Xu and Shanshan Guo will serve as Independent Directors of the combined company.

The transaction is subject to approval from the shareholders of Ucommune Group Holdings and Orisun, receipt of approval from the board of Orisun, Orisun retaining its listing on Nasdaq and the additional listing application for the closing payment shares issued to shareholders of Ucommune being approved by Nasdaq, each of the additional agreement as described in the agreement being executed provided that the non-execution of the lock-up agreement by Ucommune Shareholders who are not the key personnel nor controlled by the key personnel as defined in the merger agreement and grantees of Ucommune's options that are vested as of the closing, collectively holding no more than 5% of share capital in Ucommune immediately prior to the closing shall not affect the closing and Orisun receiving legal opinions from Ucommune's counsels in the PRC and Cayman Islands. The deal is also subject to the registration statement being declared effective by SEC, receipt of governmental approvals and execution of labor agreements, lock-up, non-disclosure and non-solicitation agreements and non-compete agreements. As of August 3, 2020, Everstone and Ucommune, collectively have deposited into Orisun's trust account an aggregate principal amount of $0.4 million, in order to extend the period of time to complete a business a combination for an additional three months period, from August 6, 2020 to November 6, 2020. As of November 4, 2020, Ucommune Group Holdings has deposited a principal amount of $0.44 million in order to extend the period of time to complete a business combination for an additional three (3) months period, from November 6, 2020 to February 6, 2021. As per the filing on August 20, 2020, Orisun's Board of Directors unanimously recommended shareholders to vote in favor of transaction. As of September 22, 2020, the special meeting of the stockholders of Orisun Acquisition Corp. will be held to approve the transaction. The merger was approved by the stockholders of Orisun Acquisition Corp. at the special meeting of stockholders held on November 16, 2020. The transaction is expected to close by October 30, 2020.

Chardan Capital, LLC acted as the M&A and financial advisor to Orisun. Mitchell S. Nussbaum and Giovanni Caruso of Loeb & Loeb LLP acted as the legal advisors to Orisun. Howard Zhang, Li He, Ran Li, Mo Zhou and Po Sit of Davis Polk & Wardwell LLP acted as legal advisors to Ucommune. In the event a transaction is consummated, Orisun will be obligated to pay Chardan a fee of $10.75 million at the closing in the form of 1.075 million newly issued shares of the combined company. Morrow & Co., LLC acted as information agent while Felix Orihuela of American Stock Transfer & Trust Company, LLC acted as transfer agent for Orisun.