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United States securities and exchange commission logo
May 6, 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.
Registration
Statement on Form F-1
Filed May 4, 2020
File No. 333-237990
Dear Mr. Shi:
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 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 information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Prospectus Summary
Recent Developments, page 6
1. We note your
preliminary estimates of certain results of operations for the three months
ended March 31, 2020,
and your statement warning that there are no guarantees that
revenues will grow or
remain at similar levels for the rest of 2020. In light of the
continuing effects of
the pandemic well into the second quarter and the likely adverse
impact of the pandemic
for the foreseeable future, you should consider expanding your
discussion to discuss
the reasonably known likely effects of the pandemic on your results
of operations and
financial condition for 2020.
Yimeng Shi
uCloudlink Group Inc.
May 6, 2020
Page 2
Risk Factors
Risks Related to Doing Business in China, page 49
2. We note your risk factor discussion of limitations on the ability of the
PCAOB to conduct
investigations of your auditor. Include an additional risk factor
describing the difficulties
in effecting service of legal process, enforcing foreign judgments or
bringing actions in
China based on foreign laws. Highlight recent developments (e.g. Article
177 of PRC
Securities Law effective March 2020) possibly further limiting an
overseas regulator from
conducting investigations or from collecting evidence within the PRC.
General
3. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
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 the 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 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,
FirstName LastNameYimeng Shi
Division of
Corporation Finance
Comapany NameuCloudlink Group Inc.
Office of
Technology
May 6, 2020 Page 2
cc: Z. Julie Gao
FirstName LastName