As filed with the Securities and Exchange Commission on January 18, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Aurora Mobile Limited
(Exact name of registrant as specified in its charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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14/F, China Certification and Inspection Building
No. 8, Keji South 12th Road, Nanshan District
Shenzhen, Guangdong 518057
The Peoples Republic of China
(Address of Principal Executive Offices and Zip Code)
2021 Share Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+1 302-738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Copies to:
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Shan-Nen Bong
Chief Financial Officer
Aurora Mobile Limited
14/F, China Certification and Inspection Building
No. 8, Keji South 12th Road, Nanshan District Shenzhen, Guangdong 518057
The Peoples Republic of China
+86 755-8388-1462
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Z. Julie Gao, Esq.
Shu Du, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queens Road Central
Hong Kong
+852
3740-4700
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered(1)
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Amount to be
registered(2)
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Proposed
maximum
offering
price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Class A common shares, par value US$0.0001 per share
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4,000,000(3)
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$1.38(3)
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$5,520,000
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$511.7
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Total
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4,000,000
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$5,520,000
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$511.7
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(1)
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These shares may be represented by the Registrants American Depositary Shares, or ADSs, every three of
which represent two Class A common shares of the Registrant. The Registrants ADSs issuable upon deposit of the Class A common shares registered hereby have been registered under a separate registration statement on Form F-6 (333-226161).
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(2)
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Represents Class A common shares issuable upon vesting or exercise of awards granted under the 2021 Share
Incentive Plan (Plan) as well as the Class A common shares reserved for future awards under the Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement also
covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends, or similar transactions as provided in the Plan. Any Class A common shares covered by an award granted under
the Plan (or portion of an award) that terminates, expires, or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A common shares that may be issued under the Plan.
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(3)
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These Class A common shares are reserved for future award grants under the Plan. The number of Class A common
shares available for issuance under the Plan has been estimated for the purposes of calculating the amount of the registration fee. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the
registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on the average of the high and low prices for the Registrants ADSs as quoted on the Nasdaq Global Market on January 10, 2022, adjusted for ADS-to-Class A
ordinary share ratio.
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