~~United States~~UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~October 30~~November 15, 2020

Date of Report (Date of earliest event reported)

Orisun Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-39014

83-2479505

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

555 Madison Avenue, Room 543 New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (631) 482-6032

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act

☐☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Common Stock, $0.00001 par value, one Redeemable Warrant to acquire one-half of one share of Common Stock, and one Right to acquire one-tenth (1/10) of a share of Common Stock	ORSNU	NASDAQ Capital Market
Common Stock	ORSN	NASDAQ Capital Market
Warrants	ORSNW	NASDAQ Capital Market
Rights	ORSNR	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~IMPORTANT~~Item 1.01 ~~NOTICES~~Entry into a Material definitive Agreement.

~~Important~~As previously ~~Notice~~announced, ~~Regarding~~on ~~Forward-Looking~~August 18, 2020, Orisun Acquisition Corp. (“Orisun” or the “Company”), ~~Statements~~Ucommune International Ltd (“PubCo”) and Ucommune Group Holding Limited (“Ucommune”) entered into backstop agreements (each, a “Backstop Agreement”) with 17 investors, pursuant to which the investors agreed to invest no less than $66 million by (i) acquiring Orisun’s common stock in the open market or in private transactions prior to the closing of the Business Combination at the then prevailing market price of the shares, or (ii) acquiring newly issued PubCo class A ordinary shares concurrently with the closing of the business combination at a price of $10.10 per share (the “PIPE Shares”).

~~This~~On ~~Current~~November ~~Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934~~15, ~~both as amended. Statements that are not historical facts~~2020, ~~including statements about the pending transactions among~~ Orisun ~~Acquisition Corp. (“Orisun”)~~, ~~Ucommune~~PubCo ~~International~~and ~~Ltd (“Purchaser”), Everstone International Ltd (“Merger~~Ucommune ~~Sub”),~~entered ~~and~~into ~~Ucommune~~Backstop ~~Group~~Agreements ~~Holdings~~with ~~Limited~~two (~~“Ucommune”~~2) ~~and~~additional ~~the transactions contemplated thereby, and the parties’ perspectives and expectations, are forward-looking statements~~investors. ~~Such~~As ~~statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits~~ of ~~the proposed~~November ~~transaction~~16, ~~integration plans~~2020, ~~expected~~19 ~~synergies~~investors ~~and~~had ~~revenue~~entered ~~opportunities,~~into ~~anticipated future financial and operating~~Backstop ~~performance~~Agreements and ~~results,~~agreed ~~including~~to ~~estimates~~invest ~~for~~no ~~growth,~~less ~~the~~than ~~expected management and governance of the combined company, and the expected timing of the transactions~~$66.5 ~~The~~million ~~words~~by ~~“expect,”~~either ~~“believe,”~~acquiring ~~“estimate,”~~PIPE ~~“intend,” “plan”~~Shares and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or ~~unknown,~~Orisun’s ~~which~~common ~~could~~stock ~~cause~~in the ~~actual results to vary materially from those~~ ~~indicated~~open ~~or anticipated~~market.

~~Such risks and uncertainties include, but~~Pursuant ~~are not limited~~ to: ~~(i) risks related to~~ the ~~expected~~Backstop ~~timing and likelihood of completion of the pending transaction~~Agreements, ~~including the~~PubCo ~~risk~~agreed that, after the ~~transaction may not close due to one or more~~ closing ~~conditions~~of to the ~~transaction~~business ~~not~~combination ~~being~~and ~~satisfied~~subject ~~or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused~~ to ~~grant approval for the consummation of the transaction or required~~ certain conditions, set ~~limitations~~forth ~~or restrictions~~ in ~~connection with such approvals; (ii) risks related to~~ the ~~ability~~Backstop ofAgreements, ~~Orisun~~PubCo ~~and~~will ~~Ucommune~~file towith ~~successfully integrate~~ the ~~businesses; (iii)~~SEC ~~the~~a ~~occurrence~~registration ofstatement ~~any~~registering ~~event, change or other circumstances that could give rise to~~ the ~~termination~~resale of the ~~applicable transaction~~PIPE ~~agreements;~~Shares (~~iv)~~ the ~~risk~~“Resale ~~that~~Registration ~~there may be a material adverse change with respect to the financial position~~Statement”), ~~performance,~~and ~~operations or~~PubCo ~~prospects~~will ofuse ~~Ucommune~~its orcommercially ~~Orisun;~~reasonable ~~(v)~~efforts ~~risks related~~ to ~~disruption of management time from ongoing business operations due to the proposed transaction; (vi) the risk that any announcements relating to the proposed transaction could~~ have ~~adverse effects~~ on the ~~market~~Resale ~~price~~Registration ofStatement ~~Orisun’s~~declared ~~securities;~~effective ~~(vii)~~as ~~the~~soon ~~risk~~as ~~that~~practicable ~~the~~after ~~proposed transaction and its announcement could have an adverse effect on~~ the ~~ability~~filing ofthereof. ~~Ucommune~~In ~~and~~addition, ~~Orisun~~subject to ~~retain customers and retain and hire key personnel and maintain relationships~~ ~~with~~certain ~~their~~exceptions, ~~suppliers~~if ~~and~~any ~~customers~~time ~~and~~after ~~on their operating results and businesses generally; (viii)~~ the ~~risk~~closing ~~that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; and (ix) risks associated with the financing~~ of the ~~proposed~~business ~~transaction. A further list and description of risks and uncertainties can be found in Orisun’s Annual Report on Form 10-K for the fiscal year ending December 31~~combination, ~~2019~~PubCo ~~filed~~proposes ~~with~~to ~~the~~file ~~SEC,~~a inregistration ~~Orisun’s quarterly reports on Form 10-Q filed with the SEC subsequent thereto and in the Registration Statement on Form F-4 and proxy~~ statement ~~that~~under ~~will be filed with~~ the ~~SEC~~Securities byAct ~~the Purchaser in connection~~ with ~~the~~respect ~~proposed~~to ~~transactions~~its securities, ~~and~~under ~~other documents that~~ the ~~parties may~~Backstop ~~file or furnish with the SEC~~Agreement, ~~which~~PubCo ~~you~~will ~~are~~give ~~encouraged~~notice to ~~read.~~holders ~~Should one or more~~ of ~~these risks or uncertainties materialize,~~PIPE orShares ~~should~~as ~~underlying~~to ~~assumptions~~the ~~prove~~proposed ~~incorrect,~~filing ~~actual~~and ~~results~~offer ~~may vary materially from those indicated or anticipated by~~ such ~~forward-looking~~ ~~statements.~~stockholders ~~Accordingly,~~an ~~you~~opportunity ~~are cautioned not~~ to ~~place~~register ~~undue reliance on these forward-looking statements. Forward-looking statements relate only to~~ the ~~date~~sale ~~they~~of ~~were~~such ~~made,~~number ~~and~~of ~~Orisun, Purchaser, Merger Sub, Ucommune, and~~ their ~~subsidiaries undertake~~registrable nosecurities ~~obligation~~as ~~to update forward-looking statements to reflect events or circumstances after the date~~ they ~~were~~request ~~made~~in ~~except as required by law or applicable regulation~~writing.

Item 3.02 Unregistered Sales of Equity Securities

The Backstop Agreement disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The PIPE Shares potentially issuable pursuant to the Backstop Agreement will, if issued, be issued in reliance on the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D and Regulation S thereunder.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As previously reported, on June 29, 2020, Orisun, Ucommune, PubCo, and certain other parties entered into a merger agreement (the “Merger Agreement”), pursuant to which and upon closing (the “Closing”), Orisun will reincorporate to Cayman Islands by merging with and into PubCo, with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”); 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 combined company after the Business Combination is referred to in this Current Report on Form 8-K as the “Combined Company.”

The Company held its special meeting of stockholders on November 16, 2020 (the “Special Meeting”). On October 7, 2020, the record date for the Special Meeting, there were 5,783,235 shares of Company’s common stock entitled to be voted at the Special Meeting. At the Special Meeting, there were 4,376,688 shares voted by proxy or in person, which is 75.68% of the total outstanding shares.

~~Additional~~The final ~~Information~~results ~~and~~for ~~Where~~each of the matters submitted to ~~Find It~~a vote of Orisun’s stockholders at the Special Meeting are as follows:

~~In connection with the transaction described~~Proposal herein, Purchaser has filed a registration statement on Form F-4, which includes a preliminary proxy statement, with the Securities and Exchange Commission (the “SEC”) and Orisun and Purchaser will file additional relevant materials with SEC1. Reincorporation ~~A proxy~~Merger statement and a proxy card will be mailed to Orisun’s stockholders as of a record date to be established for voting at the stockholders’ meeting relating to the proposed transactions. Stockholders will also be able to obtain a copy of the Registration Statement on Form F-4 and proxy statement without charge from the Company. The Registration Statement on Form F-4 and proxy statement, once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to Orisun at 555 Madison Avenue, Room 543 New York, NY. INVESTORS AND SECURITY HOLDERS OF ORISUN ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT ORISUN WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ORISUN, UCOMMUNE AND THE TRANSACTIONS.Proposal

~~Participants~~Proposal 1, into ~~Solicitation~~approve the Reincorporation Merger, was passed with voting results as follows:

Orisun, Purchaser, Merger Sub, Ucommune, certain shareholders of the Company, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of Orisun common stock in respect of the proposed transaction. Information about Orisun’s directors and executive officers and their ownership of Orisun’s common stock is set forth in Orisun’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.

FOR				AGAINST				ABSTAIN
	4,326,688				50,000				0

Proposal 2. Acquisition Merger Proposal

Proposal 2, to approve the Acquisition Merger, was passed with voting results were as follows:

FOR				AGAINST				ABSTAIN
	4,326,688				50,000				0

Proposal 3. Incentive Plan Proposal

Proposal 3, to PubCo’s 2020 Equity Incentive Plan, was passed with voting results as follows:

FOR				AGAINST				ABSTAIN
	4,326,688				50,100				0

Item 8.01 Other Events

On November 17, 2020, Everstone Investments LLC, the sponsor of Orisun at its initial public offering effective as of August 2, 2019, filed a Certificate of Amendment reflecting its corporate name change to “EverGlory Investments LLC”, effective on November 17, 2020.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
2.1		Form of Backstop Agreement

Furnished but not filed.

~~Item 1.01 Entry into a Material definitive Agreement.~~SIGNATURES

~~As previously announced, on August 18, 2020,~~Pursuant Orisun Acquisition Corp. (“Orisun” or the “Company”), Ucommune International Ltd (“PubCo”) and Ucommune Group Holding Limited (“Ucommune”) entered into backstop agreements (each, a “Backstop Agreement”) with 14 investors, pursuant to ~~which~~ the ~~investors~~requirements ~~agreed~~of ~~to invest no less than $53 million by (i) acquiring Orisun’s common stock in~~ the ~~open~~Securities ~~market~~Exchange orAct ~~in private transactions prior to the closing~~ of ~~the~~1934, ~~Business Combination at~~ the ~~then~~ ~~prevailing~~Registrant ~~market~~has ~~price~~duly ofcaused ~~the~~this ~~shares,~~report orto ~~(ii) acquiring~~be ~~newly~~signed ~~issued~~on ~~PubCo~~its ~~class A ordinary shares concurrently~~behalf ~~with~~by the ~~closing~~undersigned ofhereunto ~~the~~duly ~~business combination at a price of $10~~authorized.~~10 per share (the “PIPE Shares”).~~

~~On October 30, Orisun, PubCo and Ucommune entered~~Dated: ~~into additional Backstop Agreements with four additional investors, and terminated one Backstop Agreement in an amount of $100,000 with one of the initial 14 investors. As of~~ November 417, 2020~~, 17 investors had entered into Backstop Agreements and agreed to invest an aggregate of $66 million by either acquiring PIPE Shares or Orisun’s common stock in the open market.~~

~~Pursuant~~ORISUN toACQUISITION the Backstop Agreements, PubCo agreed that, after the closing of the business combination and subject to certain conditions set forth in the Backstop Agreements, PubCo will file with the SEC a registration statement registering the resale of the PIPE Shares (the “Resale Registration Statement”), and PubCo will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereofCORP. InBy: ~~addition,~~/s/ ~~subject~~Wei toChen ~~certain~~Name: ~~exceptions,~~Wei ifChen ~~any~~Title: ~~time~~Chief ~~after~~Executive the closing of the business combination, PubCo proposes to file a registration statement under the Securities Act with respect to its securities, under the Backstop Agreement, PubCo will give notice to holders of PIPE Shares as to the proposed filing and offer such stockholders an opportunity to register the sale of such number of their registrable securities as they request in writing.Officer

In addition, on November 2, 2020, Orisun issued an unsecured promissory note in an amount of $444,002 to Ucommune (“Note”), in exchange for Ucommune depositing such amount into the Orisun’s trust account in order to extend the amount of time it has available to complete a business combination.3

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure of Orisun’s issuing Note to Ucommune set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The Note does not bear interest and matures upon closing of a business combination by the Company. In addition, the Note may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit.

Item 3.02 Unregistered Sales of Equity Securities

Item 8.01 Other Events.

On November 4, 2020, the Company issued a press release announcing issuing the Note. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
2.1		Form of Backstop Agreement
99.1*		Press Release dated November 4, 2020

* Furnished but not filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 4, 2020

ORISUN ACQUISITION CORP.

By: /s/ Wei Chen Name: Wei Chen Title: Chief Executive Officer

Filing Compare · Orisun Acquisition Corp.