United States securities and exchange commission logo

                               June 4, 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
                                                            Amendment No. 2 to
Statement on Form F-1
                                                            Filed June 2, 2020
                                                            File No. 333-237990

       Dear Mr. Shi:

             We have reviewed your amended registration statement and have the
       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

              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 May
28, 2020 letter.

       Amendment No. 2 to Form F-1

       Selected Consolidated Financial and Operating Data
       Selected Operating Data, page 91

   1.                                                   We note your disclosure
of average daily active terminals and average daily usage per
                                                        active terminal
includes both services provided by you and provided by your business
                                                        partners. Please revise
the table to separately identify the data usage attributable to your
                                                        recognized revenues and
costs from that data usage of your business partners. Similarly
                                                        revise the disclosure
on page 16 and elsewhere in your filing, as applicable.
 Yimeng Shi
FirstName LastNameYimeng Shi
uCloudlink Group Inc.
Comapany NameuCloudlink Group Inc.
June 4, 2020
Page 2
June 4, 2020 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page

2.       We note your strategy to have product sales grow your service
revenues. However, the
         percentage of your revenues from product sales has been increasing
while the percentage
         of your revenues from services has been decreasing. Please explain the
drivers behind this
         recent trend and whether you expect the relative percentages to
continue to trend in their
         respective directions.
Key Factors Affecting Our Results of Operations, page 93

3.       We note the disclosure provided on page 116 in response to comment 2.
Please provide
         prominent forward looking disclosure, in quantified detail, of the
significant charge that
         will be incurred upon the IPO and the continuing charges that will be
incurred through the
         commencement date of option exercise.
Gross profit and margin, page 102

4.       Please explain why your gross margin decreased in the three months
ended March 31,
         2020. If it is a result of increasing sales of lower margin products,
you should fully
         discuss this circumstance. Also, if you anticipate a trend of
declining gross margins as a
         result of increasing product sales, you should clearly discuss this in
your MD&A.
Results of Operations
Cost of Revenues, page 104

5.       We note your cost of services decreased in the year ended December 31,
2019 despite
         revenues from services increasing during the same period. Please
quantify in your
         discussion the impact of obtaining better prices for data procurement
in 2019. Discuss if
         you anticipate additional cost savings in the future. In this regard,
we note the global
         mobile data pricing trend disclosed on page 122. Also discuss, if
significant, the impact
         on cost of services resulting from the changes in services provided
during the period
         discussed on pages 103 - 104.
        You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
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.
 Yimeng Shi
uCloudlink Group Inc.
June 4, 2020
Page 3
FirstName LastNameYimeng Shi
                                     Division of Corporation Finance
Comapany NameuCloudlink Group Inc.
                                     Office of Technology
June 4, 2020 Page 3
cc:       Z. Julie Gao
FirstName LastName