SEC Comment Letter for uCloudlink Group Inc. (UCL) (CIK 0001775898) (UCL) — Mar 24, 2020
uCloudlink Group Inc. (UCL) (CIK 0001775898)
Date: March 24, 2020 · CIK: 0001775898 · Accession: 0000000000-20-002540
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March 24, 2020 Yimeng Shi Chief Financial Officer uCloudlink Group Inc. Room 2118-2119, 21/F, One Pacific Centre 414 Kwun Tong Road, Kwun Ton Kowloon, Hong Kong Re:uCloudlink Group Inc. Amendment No. 6 to Draft Registration Statement on Form F-1 Submitted March 13, 2020 CIK No. 0001775898 Dear Mr. Shi: We have reviewed your amended draft 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 providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Draft Registration Statement on Form F-1 Notes to the Consolidated Financial Statements 12. Cash and cash equivalents and short-term deposit, page F-40 1.Regarding the table on page F-41, please explain to us why the US$ equivalent of 11,795 as of December 31, 2019 does not equal the corresponding US$ original currency amount.
FirstName LastNameYimeng Shi Comapany NameuCloudlink Group Inc. March 24, 2020 Page 2 FirstName LastName Yimeng Shi uCloudlink Group Inc. March 24, 2020 Page 2 Commitments and Contingencies, page F-47 2.We note your updated disclosure regarding the complaint filed by SIMO Holdings Inc. You describe an adverse ruling from the Court with amended damages of US $8.2 million. In addition, you disclosed that you have deposited the damages in an escrow account in January 2020 while you appeal the ruling. To help us better understand your disclosure, tell us how much of these damages were accrued in your 2019 financial statements. The last sentence in your contingencies footnote appears to indicate that you presently have no accruals for any of the legal matters disclosed. If this is true for the SIMO Holdings Inc. matter, please explain why the loss is not probable or estimable. You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Michael C. Foland, Attorney-Advisor, at (202) 551-6711 or Larry Spirgel, Assistant Director, at (202) 551- 3815 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Z. Julie Gao
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March 24, 2020
Yimeng Shi
Chief Financial Officer
uCloudlink Group Inc.
Room 2118-2119, 21/F, One Pacific Centre
414 Kwun Tong Road, Kwun Ton
Kowloon, Hong Kong
Re:uCloudlink Group Inc.
Amendment No. 6 to
Draft Registration Statement on Form F-1
Submitted March 13, 2020
CIK No. 0001775898
Dear Mr. Shi:
We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Notes to the Consolidated Financial Statements
12. Cash and cash equivalents and short-term deposit, page F-40
1.Regarding the table on page F-41, please explain to us why the US$ equivalent of 11,795
as of December 31, 2019 does not equal the corresponding US$ original currency amount.
FirstName LastNameYimeng Shi
Comapany NameuCloudlink Group Inc.
March 24, 2020 Page 2
FirstName LastName
Yimeng Shi
uCloudlink Group Inc.
March 24, 2020
Page 2
Commitments and Contingencies, page F-47
2.We note your updated disclosure regarding the complaint filed by SIMO Holdings Inc.
You describe an adverse ruling from the Court with amended damages of US $8.2
million. In addition, you disclosed that you have deposited the damages in an escrow
account in January 2020 while you appeal the ruling. To help us better understand your
disclosure, tell us how much of these damages were accrued in your 2019 financial
statements. The last sentence in your contingencies footnote appears to indicate that you
presently have no accruals for any of the legal matters disclosed. If this is true for the
SIMO Holdings Inc. matter, please explain why the loss is not probable or estimable.
You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Larry Spirgel, Assistant Director, at (202) 551-
3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Z. Julie Gao