SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 AURORA MOBILE LIMITED

14/F, China Certification and Inspection Building

No. 6, Keji South 12th Road, Nanshan District

Shenzhen, Guangdong 518057

People’s Republic of China

 July 21,
2023

 VIA EDGAR

 Ms. Becky Chow

Mr. Stephen Krikorian

 Mr. Austin Pattan

Mr. Larry Spirgel

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

RE:
 Aurora Mobile Limited (the “Company”)

Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2022

Filed on April 18, 2023

File
No. 001-38587

Dear Ms. Chow, Mr. Krikorian, Mr. Pattan and Mr. Spirgel:

This letter sets forth the Company’s response to the comments contained in the letter dated July 7, 2023 from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022
filed with the Commission on April 18, 2023 (the “2022 Form 20-F”). The Staff’s comments are repeated below in bold and followed by the Company’s responses thereto. All
capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2022 Form 20-F.

Form 20-F for the Fiscal Year Ended December 31, 2022

Item 3. Key Information, page 3

1.
 Please provide a detailed legal analysis regarding whether the Company and its subsidiaries meet the
definition of an “investment company” under Section 3(a)(1)(A) of the Investment Company Act of 1940 (“Investment Company Act”). In your response, please address, in detail, each of the factors outlined in Tonapah Mining
Company of Nevada, 26 SEC 426 (1947) and provide legal and factual support for your analysis of each such factor.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

July 21, 2023

  Page
 2

 Section 3(a)(1)(A) of the Investment Company Act defines the term “investment
company” to include any issuer which “is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities” (emphasis added).

The determination of an issuer’s primary business engagement requires a fact-specific inquiry. Over the years, the Commission and the
courts have developed a number of criteria to be used in determining whether a company is engaged primarily in a non-investment business. The criteria applicable to nearly every situation are: (i) the
company’s historical development; (ii) its public representations of policy; (iii) the activities of its officers and directors; (iv) the sources of its present income; and (v) the nature of its present assets (the
“Tonopah Factors”).1

 Although the Commission has not indicated how
much emphasis should be placed on any particular criterion, it has indicated that, in general, more significance should be placed on the character of a company’s assets (as evidenced by the relative percentage of a company’s assets
invested in operating businesses (“operating assets”) versus investment instruments (“investment assets”)), and the sources of the company’s present income (as evidenced by the relative percentage of the company’s
income derived from operating assets versus investment assets).2 However, other factors may outweigh the foregoing factors, such as the company’s need for cash for operations or acquisitions
or other needs. In general, Commission and court decisions indicate that if an applicant has demonstrated significant activity in a non-investment business, a need for available capital, and the absence of
public representations that it is in the investment business, no registration is required.

 Tonopah Analysis

Historical Development

Since 2014, the Company has devoted itself to the business of providing customer engagement and marketing technology services in mainland
China. The Company was launched in May 2012 as Shenzhen Hexun Hungu Information Technology Co., Ltd., or Hexun Huagu. The current shareholders of Hexun Huagu are Mr. Weidong Luo and Mr. Guangyan Chen. In May 2012, UA Mobile Limited was
incorporated in the British Virgin Islands by KK Mobile Limited, a company wholly owned by Mr. Weidong Luo. UA Mobile Limited set up a wholly-owned subsidiary, KK Mobile Investment Limited, in Hong Kong in June 2012. In April 2014, Aurora
Mobile Limited was incorporated in the Cayman Islands as an offshore holding company to facilitate financing and offshore listing. Subsequently, Mr. Weidong Luo transferred his entire ownership of UA Mobile Limited to Aurora Mobile Limited. In
June 2014, KK Mobile Investment Limited established a wholly-owned subsidiary in mainland China, JPush Information Consultation (Shenzhen) Co., Ltd., or Shenzhen JPush. On August 5, 2014, the Company obtained the ability to direct the business
operations of Hexun Huagu through Shenzhen JPush by entering into a series of contractual arrangements with Hexun Huagu and its shareholders.

1
 Tonopah Mining Co. of Nev., 26 S.E.C. 426, 427 (1947); Certain Prima Facie Inv. Cos., Investment Company
Act Release No. IC-10937, 18 S.E.C. Docket 948 (1979).

2
 Investment Company Act Release No. IC-10937, supra note 1;
Tonopah, 26 S.E.C. at 427.

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

July 21, 2023

  Page
 3

 The Company historically generated revenue from both its software-as-a-service (“SAAS”) businesses and targeted marketing. The Company strategically wound down its targeted marketing business in 2020, and beginning
in 2021 the Company shifted its focus to its SAAS businesses.

 The Company’s devotion to its business of providing customer engagement
and marketing technology services leveraging mobile behavioral data is demonstrated by the fact that substantially all of the Company’s revenue and income is derived from subscription and service fees relating to the Company’s SAAS
businesses. For each of the twelve month periods ended December 31, 2021 and December 31, 2022, over 99% of the Company’s total revenue (which, for this purpose, includes income from investment assets) was derived from subscription
and service fees relating the Company’s SAAS businesses, and not from investment assets. Similarly, more than 99% of the Company’s expenses for the twelve month period ended December 31, 2022 were incurred in connection with the
Company’s SAAS businesses.

 Public Representations

The Company has never held itself out to the public (or to investors) as an investment company. The Company was organized for the purpose of,
and since becoming a public company in 2018 has always stated that its business purpose is, providing customer engagement and marketing technology software services leveraging device-level mobile behavioral data gathered through the Company’s
comprehensive suite of mobile application developer services. The price of the Company’s American depositary shares moves in response to changes in its revenue growth and operating profits, among other factors, rather than changes in its
investment income.3 To the best of the Company’s knowledge, securities and investment analysts view the Company’s cash position and investment assets in terms of whether the Company
appears to have the resources to carry out its business plan and not whether its investment assets merit investment in the Company in order to obtain an interest in its investment returns. Moreover, the Company does not devote attention to nor
disclose its financial management or securities activities on its web site or in its public documents except as required by law.

3
 See, e.g., Securities and Exchange Commission v. National Presto Industries, Inc.,
486 F.3d 305 (7th Cir. 2007) (finding that Section 3(b)(1) of the Investment Company Act is about considerations other than assets (or at least in addition to assets) and stating “what principally matters is the beliefs the company is
likely to induce in investors” and whether “its portfolio and activities [would] lead investors to treat a firm as an investment vehicle or as an operating enterprise.”).

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

July 21, 2023

  Page
 4

 Officers and Employees

The business activities of the Company’s officers and employees historically have been devoted almost exclusively to the pursuit of the
governance and operational activities involved to support its business of providing customer engagement and marketing technology services leveraging mobile behavioral data.

As of December 31, 2022, the Company had 460 employees, none of whom are actively engaged in managing the Company’s investments on a
full-time basis. All of the Company’s officers and employees devote substantially all of their time and business efforts at the Company to the Company’s SAAS businesses, including providing mobile application developer services to
facilitate the gathering of device-level mobile behavioral data and providing customer engagement and marketing services leveraging such data, and to functions that support those businesses and not to managing investments owned by the Company. These
employees are actively engaged in growing the Company’s business and utilize the Company’s cash to fund the Company’s business operations.

Sources of Income

 The
Company’s income is derived mainly from its SAAS businesses, and prior to 2021 from targeted marketing revenues.

 Over 99% of the
Company’s total revenue (which, for this purpose, includes income from investment assets) for each of the years ended December 31, 2021 and December 31, 2022 was derived from its SAAS businesses such as providing developer services,
market intelligence, financial risk management and location-based intelligence services, and not from investment assets. Similarly, more than 99% of the Company’s expenses for the year ended December 31, 2022 were incurred in connection
with providing developer services, market intelligence, financial risk management and location-based intelligence services, and not in connection with investment activities. Although the Company was in a net loss position for the fiscal year ended
December 31, 2022, virtually all of the Company’s revenue and expenses were derived from, or incurred in connection with, services relating to the Company’s SAAS businesses, including providing mobile application developer services to
facilitate the gathering of device-level mobile behavioral data and providing customer engagement and marketing services leveraging such data, and not from investment assets.4

4
 See DRX, Inc., SEC Staff No-Action Letter (Jun.
28, 1988) (stating, with respect to the Rule 3a-1 income test, “[W]e believe the Commission’s intent was to focus on activities that generate revenue for the company. Whether the net result is
positive or negative, the purpose is to review the company’s day-to-day activities by looking at its sources of income.”).

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

July 21, 2023

  Page
 5

 Nature of Present Assets

 As described in more detail in response to comment #2, investment
securities represent approximately 4.58% of the Company’s adjusted total assets as of December 31, 2022 when calculated in accordance with Section 3(a)(1)(C) of the Investment Company Act. Because this is less than 45% of the
Company’s adjusted total assets, this factor indicates that the Company is not engaged in an investment company business.5

Conclusion

 Based on the
foregoing, the Company is not engaged in an investment company business, but rather is primarily engaged in the business of providing customer engagement and marketing technology software services leveraging device-level mobile behavioral data
gathered through the Company’s comprehensive suite of mobile application developer services.

2.
 Please provide a detailed legal analysis regarding whether the Company or any of its subsidiaries meet the
definition of an “investment company” under Section 3(a)(1)(C) of the Investment Company Act. In your response, please include all relevant calculations under Section 3(a)(1)(C), identifying each constituent part of the
numerators and denominators. Please also (i) specifically describe the types of assets included within “cash and cash equivalents,” “long-term investments” and “short-term investments” on your balance sheet and
(ii) describe and discuss their proposed treatment for purposes of section 3(a)(1)(C), as well as any other substantive determinations and/or characterizations of assets that are material to your calculations. Finally, please include a legal
analysis of whether the interests held by the Company in its VIE are “investment securities” for purposes of Section 3(a)(2) of the Investment Company Act.

Section 3(a)(1)(C) Calculations

Attached to this letter as Appendix A is a calculation of the value of the investment securities owned by the Company expressed as a percentage
of the value of its adjusted total assets, calculated in accordance with Section 3(a)(1)(C) of the Investment Company Act (the “40% Test”), as well as separate calculations for each of its wholly-owned subsidiaries, majority-owned
subsidiary and variable interest entity (“VIE”) as of December 31, 2022. Attached to this letter as Appendix B is a corporate structure chart for the Company and its wholly-owned subsidiaries, majority-owned subsidiary and VIE. The
Company treats its VIE as equivalent to a wholly-owned subsidiary for purposes of calculating the 40% Test. Please see below for an explanation of why this treatment is appropriate.

5
 See Investment Company Act Release No. IC-10937,
supra note 1 (“As a general rule, however, if a company has no more than 45 percent of its assets invested in—and derives no more than 45 percent of its income from—investment securities, it is primarily engaged in a
business other than being an investment company. Accordingly, it would not appear necessary or appropriate in the public interest for the Commission to regulate such a company under the [Investment Company] Act.”).

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

July 21, 2023

  Page
 6

 The calculations conclude investment securities represent approximately 4.58% of the
Company’s adjusted total assets as of December 31, 2022 when calculated in accordance with the unique method required by the 40% Test. For purposes of these 40% Test calculations, the Company treated all securities held by the Company as
investment securities, excluding (i) U.S. government securities, (ii) U.S. registered money market funds6 and (iii) securities of majority-owned subsidiaries and VIEs that are not
themselves investment companies.

 With respect to certain specific unconsolidated assets of the Company and its wholly-owned subsidiaries,
majority-owned subsidiary and VIE (the “Company Group”) as of December 31, 2022:

•

 All of the “cash and cash equivalents” owned by the Company Group consist of demand deposits at banks
or cash held in non-bank accounts (e.g., PayPal or similar payment platforms). These assets were eliminated from the numerator and the denominator in the Company Group’s 40% Test calculations.

•

 No “short-term investments” existed; however, the “short-term investment” held as of
December 31, 2021 consisted of a term deposit at a bank.

•

 “Long-term investments” consist of equity investments in entities the Company does not control, were
treated as investment securities in these 40% Test calculations and were included in both the numerator and the denominator in these 40% Test calculations. The bulk of these assets are held at Shenzhen Hexun Huagu Information Technology Co., Ltd.,
with the remainder at Aurora Mobile Ltd.

•

 Various members of the Company Group also own debt investments and intra-Company Group loan