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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
Inc.
Amendment No. 4 to
Registration Statement on Form F-3
Filed October 28,
2021
File No. 333-257782
Dear Mr. Chen:
We have reviewed your amended 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.
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
related
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
contractual
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
interpretations
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.
Sincerely,
FirstName LastNameChaohui Chen
Division of
Corporation Finance
Comapany NameuCloudlink Group Inc.
Office of
Technology
November 9, 2021 Page 2
cc: Shu Du
FirstName LastName