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June 19, 2019
Ivan 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.
Draft Registration Statement on Form F-1
Submitted May 24, 2019
CIK No. 0001775898
Dear Mr. Shi:
We have reviewed your 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.
DRS Form F-1 filed May 24, 2019
Prospectus Summary, page 1
1. Disclose the expected release date for uCloudlink 3.0.
2. Please revise your organizational chart on page 8 to identify the
affiliates who are equity
owners of your VIEs. Also you should include a post-offering chart that
reflects the
anticipated percentage ownership of public shareholders and affiliates
following
completion of the offering.
Ivan Shi
FirstName LastNameIvan Shi
uCloudlink Group Inc.
Comapany NameuCloudlink Group Inc.
June 19, 2019
June 19, 2019 Page 2
Page 2
FirstName LastName
Risk Factors
We will incur increased costs as a result of being a public company, page 62
3. Please provide an estimate of the increased costs you will incur as a
result of becoming a
public company.
Use of Proceeds, page 65
4. Please provide an estimate of the dollar amount of proceeds that will
be immediately
available for investment in operations (including research and
development) within the
PRC based upon applicable PRC government restrictions.
Key Components of Results of Operations, page 83
5. You state that user subsidies are included in cost of revenues. Please
explain what is
included in user subsidies and how you account for them. Refer to your
basis in
accounting literature.
6. We note your statement that, "We actively develop strategic
partnerships with leading
smartphone companies to increase the number of GlocalMe Inside-enabled
smartphones.
Although we do not directly sell any hardware in connection with
GlocalMe Inside, we
will enjoy increasing data revenue streams from the growing base of
GlocalMe Inside
handsets." Please explain your strategic partnership with the
smartphone companies as it
relates to GlocalMe Inside. Disclose the terms of your strategic
partnership agreements,
including if there are any incentives, profit sharing, and / or other
subsidies provided. Tell
us how you account for these partnership agreements.
Results of Operations
General and administrative expenses, page 88
7. You state that general and administrative expenses included an
increase of US$1.0 million
in sample fees. Tell us what are "sample fees" and what is included in
this type of
expense.
Liquidity and Capital Resources, page 89
8. We note your statement that you, "believe that our current cash and
cash equivalents and
our anticipated cash flows from operations will be sufficient to meet
our anticipated
working capital requirements and capital expenditures for at least the
next 12 months."
Expand your liquidity discussion to include long-term sources of, and
needs for, capital.
We refer to Instruction to Item 303(a) of Regulation S-K.
Our Market Opportunity, page 98
9. Please define your "total addressable market," and clarify the extent
to which, for
example, the CAGR of the entire IoT industry market is relevant to the
company's current
Ivan Shi
FirstName LastNameIvan Shi
uCloudlink Group Inc.
Comapany NameuCloudlink Group Inc.
June 19, 2019
June 19, 2019 Page 3
Page 3
FirstName LastName
business plan. Similarly, clarify why you believe the successes of
"user-based sharing
models" in unrelated industries are relevant to your marketing
potential.
10. Please clarify why you consider the U.S. and the U.K to be key
markets.
Regulations Related to Internet Information Security and Privacy Protection,
page 147
11. Please discuss how the Regulation on the Internet Security Supervision
and Inspection by
Public Security Organs, effective November 1, 2018 materially impacts
your operations.
2. Summary of Significant Accounting Policies
General, page F-14
12. We note that your technology team had a total of 418 personnel,
primarily focusing on a
variety of tasks including software development as well as your
disclosure that you
have copyrights to 27 developed software programs and 33 active
patents. Please include
your accounting policy for software development costs in your Summary
of Significant
Accounting Polices footnote, if material.
13. We note your disclosure on page 132 which states, "After reserving the
terminals with
deposits, users may pick up and return the terminals at airports,
convenience stores, or via
courier services. We typically charge users a daily service fee that
includes unlimited data
usage in that day. The price of the daily service fee depends on the
countries and regions
the users plan to visit. In 2018, we fulfilled over 2.6 million
reservations of portable Wi-Fi
terminals through Roamingman brand, and accumulated a total of
approximately 19.8
million usage days with our terminals." In this regard tell us if
these arrangements are
leases or have a lease component. Disclose how you determined the
performance
obligation(s) as they relate to these types of arrangements. Refer to
your basis in
accounting literature.
2.3 Consolidation, page F-14
14. We note your disclosure on page F-16 which states, "Unrecognized
revenue-producing
assets held by the VIEs include certain internet value added services
provision and other
licenses. The internet value added services provision and other
licenses are required under
relevant PRC laws, rules and regulations for the operation of internet
businesses in the
PRC, and therefore are integral to the Groups operations. The internet
content provision
licenses require that core PRC trademark registrations and domain
names are held by the
VIEs that provide the relevant services." Please explain your
disclosure. It is not clear to
us why revenue producing assets would not be recognized in your
financial statements.
Revenue Recognition
Data Connectivity Services, page F-18
15. We note your disclosure that you have determined that you are the
principal and you
view the users as your customers. You further disclose that your
company "controls the
Ivan Shi
uCloudlink Group Inc.
June 19, 2019
Page 4
data before the data connectivity service is provided to users. [Your]
control is evidenced
by the inventory risk borne by the Group and the Group's ability to
direct the use of the
data..." Please expand your disclosure to describe how you purchase and
direct the use of
the data, obtained from your suppliers, and subsequently made available
to customers.
Refer to ASC 606-10-55 37 through 38. Please also tell us how you account
for the
related data obtained from your data traffic suppliers including any
material contractual
obligations incurred.
16. We note your statement on page F-17 that you generate data service fees
from sales of
"data to business partners." You further state that you view users as
your customers.
These two statements appear to contradict each other. Please clarify and
state whether
your business partners or the end users are your customers. Explain your
relationship(s)
with your business partners and how you account for these
relationship(s). Disclose your
basis for determining your customer.
General
17. We note references to third-party market and industry data throughout
your prospectus, in
particular to a report by Frost & Sullivan which you state was
commissioned by you.
Please provide us with copies of all such materials that support
third-party statements,
clearly cross-referencing each such statement in your document with the
corresponding
supporting material.
18. 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 communication.
You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or
Inessa
Kessman, Senior Staff Accountant, at (202) 551-3371 if you have questions
regarding comments
on the financial statements and related matters. Please contact Gregory Dundas,
Attorney
Adviser, at (202) 551-3436 or Larry Spirgel, Assistant Director, at (202)
551-3810 with any
other questions.
Sincerely,
FirstName LastNameIvan Shi
Division of
Corporation Finance
Comapany NameuCloudlink Group Inc.
Office of
Telecommunications
June 19, 2019 Page 4
cc: Z. Julie Gao
FirstName LastName