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SEC Comment Letter for Aurora Mobile Ltd (JG) (CIK 0001737339) (JG) — Jul 19, 2018

Aurora Mobile Ltd (JG) (CIK 0001737339)
Date: July 19, 2018 · CIK: 0001737339 · Accession: 0000000000-18-022106

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Document Type
Confidence
SEC Posture
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Summary

Reasoning

File numbers found in text: 333-225993

Date
July 18, 2018
Author
/s/ Barbara C. Jacobs
Form
UPLOAD
Company
Aurora Mobile Ltd (JG) (CIK 0001737339)

Letter

Mail Stop 4561 July 18, 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. Amendment No. 1 to Registration Statement on Form F -1 Filed July 13 , 2018 File No. 333-225993

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 request ed 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 informatio n you provide in response to these comments, we may have additional comments.

Recent Developments, page 5

1. We note that net loss in the three months ended June 30, 2018 includes the effects of a fair value gain on derivative liability. Tell us and revise to disclose the nature and significant terms of this derivative liability and how you are accounting for th e derivative and fair value effects. Please ensure that your subsequent events disclosure on page F -41 includes the related financial effects. Refer to ASC 855 -10-50-2.

2. Please revise to include reconciliations of the non -GAAP financial measure of EBITD A for the three months ended June 30, 2018 and the three months ended June 30, 2017 to the most directly comparable GAAP financial measures. Refer to Item 10(e)(1)(i)(B) of Regulation S -K.

Weidong Luo Aurora Mobile Ltd. July 18 , 2018 Page 2

Summary Consolidated Financial and Operating Data, page 13

3. Please label the ADS per share data as pro forma information. Revise to clarify how you computed the weighted average number of ADSs used to calculate the net loss per ADS , and disclose the significant assumptions. Provide a reconciliation to the weighted average number of shares used in calculating your basic and diluted historical net loss per common share, including assumptions. See Rules 11 -01(a)(8) and 11 -02(b)(6) and (7) of Regulation S -X.

General

4. We note that the Form of Deposit Agreement was filed as exhibit 4.3. In light of our comment letter issued July 16, 2018, we are reviewing the exhibit and may have additional comments.

You may contact Melissa Walsh, Staff Accountant, at (202) 551 -3224 or Craig Wilson, Senior As sistant 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 at (202) 551 -3735 with any other questions.

Sincerely,
/s/ Barbara C. Jacobs

Show Raw Text
Mail Stop 4561
July 18, 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.
Amendment No. 1 to Registration Statement on Form F -1
Filed July 13 , 2018
  File No. 333-225993

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
request ed 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 informatio n you
provide in response to these  comments, we may have  additional comments.

Recent Developments, page 5

1. We note that net loss in the three months ended June 30, 2018 includes the effects of a
fair value gain on derivative liability.  Tell us and revise to disclose the nature and
significant terms of this derivative liability and how you are accounting for th e derivative
and fair value effects.  Please ensure that your subsequent events disclosure on page F -41
includes the related financial effects.  Refer to ASC 855 -10-50-2.

2. Please revise to include reconciliations of the non -GAAP financial measure of EBITD A
for the three months ended June 30, 2018 and the three months ended June 30, 2017 to
the most directly comparable GAAP financial measures.  Refer to Item 10(e)(1)(i)(B) of
Regulation S -K.

Weidong Luo
Aurora Mobile Ltd.
July 18 , 2018
Page 2

 Summary Consolidated Financial and Operating Data, page 13

3. Please label the ADS per share data as pro forma information.  Revise to clarify how you
computed the weighted average number of ADSs used to calculate the net loss per ADS ,
and disclose the significant assumptions.   Provide a reconciliation to the weighted
average number of shares used in calculating your basic and diluted historical net loss per
common share, including assumptions.  See Rules 11 -01(a)(8) and 11 -02(b)(6) and (7) of
Regulation S -X.

General

4. We note that the Form of Deposit Agreement  was filed as exhibit 4.3.  In light of our
comment letter issued July 16, 2018, we are reviewing the exhibit and may have
additional comments.

You may contact Melissa Walsh, Staff Accountant, at (202) 551 -3224 or Craig Wilson,
Senior As sistant 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 at (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