United States securities and exchange commission logo
May 10, 2022
Weidong Luo
Chief Executive Officer
Aurora Mobile Limited
14/F, China Certification and Inspection Building
No. 8, Keji South 12th Road, Nanshan District
Shenzhen, Guangdong 518057
People s Republic of China
Re: Aurora Mobile
Limited
Amendment No. 1 to
Registration Statement on Form F-3
Filed April 29,
2022
File No. 333-260944
Dear Mr. Luo:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 10, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-3
Cover Page
1. We note your response
to prior comment 1. We also note your disclosure that, " Aurora
refers to Aurora Mobile
Limited, and we, us, our company, or our refers to
Aurora Mobile Limited
and its subsidiaries, and, when describing our operations and
consolidated financial
information, also includes the VIE and its subsidiaries in
China." Refrain from
using terms such as we or our when describing activities or
functions of a VIE and
revise accordingly.
Weidong Luo
Aurora Mobile Limited
May 10, 2022
Page 2
2. We note your response to prior comment 4 regarding how cash is
transferred through your
organization. Please include this disclosure on the cover page.
3. Given that the SEC has provisionally named you as a
"Commission-Identified Issuer",
please expand your disclosure to clarify that you will be added to the
conclusive list
of Commission-Identified Issuers unless you believe that you have been
incorrectly
identified and are disputing your placement on the provisional list.
Our Company, page 5
4. We note your response to prior comment 6 relating to the permissions or
approvals that
you or your subsidiaries may be required to obtain from Chinese
authorities to operate
your business and to offer the securities being registered to foreign
investors. Please also
describe the consequences to you and your investors if you, your
subsidiaries or the
VIEs: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently
conclude that such permissions or approvals are not required, or (iii)
applicable laws,
regulations, or interpretations change and it is required to obtain such
permissions or
approvals in the future.
You may contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Jan Woo,
Legal Branch
Chief, at 202-551-3453 with any questions.
Sincerely,
FirstName LastNameWeidong Luo
Division of
Corporation Finance
Comapany NameAurora Mobile Limited
Office of
Technology
May 10, 2022 Page 2
cc: Shu Du
FirstName LastName