SEC Comment Letter for Aurora Mobile Ltd (JG) (CIK 0001737339) (JG) — Jul 16, 2018
Aurora Mobile Ltd (JG) (CIK 0001737339)
Date: July 16, 2018 · CIK: 0001737339 · Accession: 0000000000-18-021782
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-225993
Letter
Mail Stop 4561 July 16 , 2018 Weidong Luo Chief Executive Officer Aurora Mobile Ltd. 5/F, Building No. 7, Zhiheng Industrial Park Nantou Guankou Road 2 Nanshan District, Shenzhen, Guangdong, 518052 People’s Republic of China
Re: Aurora Mobile Ltd. Registration Statement on Form F -1 Filed June 29 , 2018 File No. 333-225993
Dear Mr. Luo:
We have reviewed your 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 informati on. 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 provid e in response to these comments, we may have additional comments.
General
1. We note your response to prior comment 17 from our May 17, 2018 letter and your revised disclosure indicating that “ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.” Please provide a risk factor regarding the impact of this provision of the depo sit agreement on the rights of ADS holders. In addition, address potential enforceability issues . Finally, clarify that by agreeing to the provision, investors will not be deemed to have waived Aurora’s or the depositary’s compliance with U.S. federal se curities laws and the rules and regulations promulgated thereunder .
Weidong Luo Aurora Mobile Ltd. July 16, 2018 Page 2
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by t he staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Melissa Walsh, Staff Account ant, at (202) 551 -3224 or Craig Wilson, Senior Assistant Chief Accountant, at (202) 551 - 3226 if you have questions regarding comments on the financial statements and related matters. Please contact Matthew Derby, Staff Attorney, at (202) 551 -3334 o r me a t (202) 551 -3735 with any other questions.
Sincerely,
/s/ Barbara C. Jacobs
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Mail Stop 4561 July 16 , 2018 Weidong Luo Chief Executive Officer Aurora Mobile Ltd. 5/F, Building No. 7, Zhiheng Industrial Park Nantou Guankou Road 2 Nanshan District, Shenzhen, Guangdong, 518052 People’s Republic of China Re: Aurora Mobile Ltd. Registration Statement on Form F -1 Filed June 29 , 2018 File No. 333-225993 Dear Mr. Luo: We have reviewed your 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 informati on. 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 provid e in response to these comments, we may have additional comments. General 1. We note your response to prior comment 17 from our May 17, 2018 letter and your revised disclosure indicating that “ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.” Please provide a risk factor regarding the impact of this provision of the depo sit agreement on the rights of ADS holders. In addition, address potential enforceability issues . Finally, clarify that by agreeing to the provision, investors will not be deemed to have waived Aurora’s or the depositary’s compliance with U.S. federal se curities laws and the rules and regulations promulgated thereunder . Weidong Luo Aurora Mobile Ltd. July 16, 2018 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by t he staff. Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Melissa Walsh, Staff Account ant, at (202) 551 -3224 or Craig Wilson, Senior Assistant Chief Accountant, at (202) 551 - 3226 if you have questions regarding comments on the financial statements and related matters. Please contact Matthew Derby, Staff Attorney, at (202) 551 -3334 o r me a t (202) 551 -3735 with any other questions. Sincerely, /s/ Barbara C. Jacobs Barbara C. Jacobs Assistant Director Office of Information Technologies and Services cc: Z. Julie Gao Skadden, Arps, Slate, Meagher & Flom LLP