United States securities and exchange commission logo

                              November 9, 2021

       Chaohui Chen
       Director and Chief Executive Officer
       uCloudlink Group Inc.
       Unit 2214-Rm1, 22/F, Mira Place Tower A
       132 Nathan Road, Tsim Sha Tsui
       Kowloon, Hong Kong

                                                        Re: uCloudlink Group
                                                            Amendment No. 4 to
Registration Statement on Form F-3
                                                            Filed October 28,
                                                            File No. 333-257782

       Dear Mr. Chen:

             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
October 26, 2021, letter.

       Amendment No. 4 to Form F-3 filed October 28, 2021

       Cover Page

   1.                                                   We note your disclosure
on the cover page and throughout your filing that you control and
                                                        receive economic
benefits of Beiging uCloudlink New Technology Co. Ltd.   s and
                                                        Shenzhen uCloudlink
Network Technology Co. Ltd.   s business operations through VIE
                                                        agreements and that
those agreements are designed to provide your WFOE with the
                                                        power, rights, and
obligations equivalent in all material respects to those it would possess
                                                        as the principal equity
holder of the VIE. We also note the disclosure that you are the
                                                        primary beneficiary of
the VIE. However, you or your investors do not have an equity
                                                        ownership in, direct
foreign investment in, or control through such ownership/investment
 Chaohui Chen
uCloudlink Group Inc.
November 9, 2021
Page 2
      of the VIE. As such, when describing the design of the VIE agreements and
      outcome, please refrain from implying that the VIE agreement is
equivalent to an equity
      ownership in the business of the VIE. Any references to control or
benefits that accrue to
      you because of the VIE should be limited to and clearly describe the
conditions you met
      for consolidation of the VIE under U.S. GAAP and your disclosure should
clarify that, for
      accounting purposes, you will be the primary beneficiary. In addition,
your disclosure
      should note, if true, that the agreements have not been tested in a court
of law.
2.    We note your disclosure that the VIE structure is used to replicate
foreign investment in
      China-based companies. We note, however, that the structure provides
      exposure to foreign investment in such companies rather than replicating
an investment.
      Please revise accordingly.
Recent Regulatory Developments, page 5

3.    Please disclose whether you are required to obtain any approvals to offer
securities to
      foreign investors, whether you have received such approvals and the
consequences to you
      and your investors if you do not receive or maintain the approvals,
inadvertently conclude
      that such approvals are not required, or applicable laws, regulations, or
      change and you are required to obtain approval in the future.
Certain Financial Information, page 25

4.    We note that the activity of the VIE is reflected in the line items
titled    Net cash (used
      in)/generated from investing activities    and the column titled    VIEs
  and    income from
      VIEs    in the parent   s financial statements. Please provide a
roll-forward of the
      investment in subsidiaries and VIEs line item.
       Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.

FirstName LastNameChaohui Chen
                                                            Division of
Corporation Finance
Comapany NameuCloudlink Group Inc.
                                                            Office of
November 9, 2021 Page 2
cc:       Shu Du
FirstName LastName