SUBJECT TO COMPLETION, DATED APRIL 29, 2022
Aurora Mobile Limited
Class A Common Shares
Preferred Shares
Warrants
Subscription Rights
Units
We may offer, issue
and sell from time to time up to US$80,000,000, or its equivalent in any other currency, currency units, or composite currency or currencies, of our Class A common shares, including in the form of American Depositary Shares, or ADSs, preferred
shares, warrants to purchase Class A common shares, including in the form of ADSs, subscription rights and a combination of such securities, separately or as units, in one or more offerings. Three ADSs represent two Class A common shares.
This prospectus provides a general description of offerings of these securities that we may undertake.
We refer to our ADSs, Class A
common shares, preferred shares, warrants, subscription rights and units collectively as securities in this prospectus.
Each
time we sell our securities pursuant to this prospectus, we will provide the specific terms of such offering in a supplement to this prospectus. The prospectus supplement may also add, update, or change information contained in this prospectus. You
should read this prospectus, the applicable prospectus supplement, together with the additional information described under the heading Where You Can Find More Information, before you make your investment decision.
In addition, this prospectus also covers the sale by certain selling shareholder described herein of up to an aggregate of 13,825,461
Class A common shares. We will not receive any of the proceeds from the sale of Class A common shares by the selling shareholder.
We may, from time to time, sell the securities, and the selling shareholder may, from time to time, sell the Class A common shares,
including in the form of ADSs, through public or private transactions, directly or through underwriters, agents or dealers, on or off the Nasdaq Global Market, at prevailing market prices or at privately negotiated prices. If any underwriters,
agents or dealers are involved in the sale of any of these securities, the applicable prospectus supplement will set forth the names of the underwriter, agent or dealer and any applicable fees, commissions or discounts.
Our ADSs are listed on the Nasdaq Global Market under the symbol JG. On April 27, 2022, the closing price of our ADSs on the Nasdaq
Global Market was US$0.84 per ADS. Three ADSs represent two Class A common shares.
Investing in these securities involves a high
degree of risk. Please carefully consider the risks discussed under Risk Factors in this prospectus beginning on page 19, in our reports filed with the Securities and Exchange Commission that are incorporated
by reference in this prospectus, and in any applicable prospectus supplement.
Aurora Mobile Limited is not an operating company but a
Cayman Islands holding company with operations primarily conducted by its subsidiaries and through contractual arrangements with a variable interest entity, or VIE, based in China. PRC laws and regulations restrict and impose conditions on foreign
investment in businesses providing certain value-added telecommunications services in China. Accordingly, we operate these businesses in China through the VIE, Shenzhen Hexun Huagu Information Technology Co., Ltd., and rely on contractual
arrangements among our PRC subsidiary, the VIE and its nominee shareholders to consolidate its financial results with ours under U.S. GAAP. These contractual arrangements enable us to receive the economic benefits that could potentially be
significant to the VIE in consideration for the services provided by our subsidiary, and hold an exclusive option to purchase all or part of the equity interests in and assets of the VIE when and to the extent permitted by PRC law. Because of these
contractual arrangements, we are able to consolidate its financial results with ours under U.S. GAAP. Investors in our ADSs thus are not purchasing equity interest in our operating entities in China but instead are purchasing equity interest in a
Cayman Islands holding company. As used in this prospectus, Aurora refers to Aurora Mobile Limited, and we, us, our company, or our refers to Aurora Mobile Limited and its subsidiaries,
and, when describing our operations and consolidated financial information, also includes the VIE and its subsidiaries in China.
We and the
VIE face various legal and operational risks and uncertainties related to doing business in Mainland China. A significant part of our business operations in China are conducted through the VIE, and we and the VIE are subject to complex and evolving
PRC laws and regulations. For example, we and the VIE face risks associated with regulatory approvals on offshore offerings, the use of variable interest entities, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, as
well as the lack of inspection by the Public Company Accounting Oversight Board (United States), or the PCAOB, on our auditors, which may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States or
other foreign exchange. These risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such
securities to significantly decline in value or become worthless. For a detailed description of risks related to doing business in China, please refer to Item 3.D. Key InformationRisk FactorsRisks Related to Doing Business in
China in our annual report on Form 20-F for the fiscal year ended December 31, 2021, or our 2021
Form 20-F, which is incorporated herein by reference, and Risk FactorsRisks Related to Doing Business in China in this prospectus.
We face various risks and uncertainties relating to doing business in China. Our business operations are primarily conducted in China, and we
are subject to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on overseas offerings, and oversight on cybersecurity and data privacy, as well as the lack of inspection on our auditors
by the PCAOB, which may impact our ability to conduct certain businesses, accept foreign investments, or list and conduct offerings on a stock exchange in the United States or other foreign country. These risks could result in a material adverse
change in our operations and the value of our ADSs, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline. For a detailed description of
risks relating to doing business in China, please refer to Item 3. Key Information D. Risk Factors Risks Relating to Doing Business in China in our 2021
Form 20-F, which is incorporated herein by reference, and Risk FactorsRisks Related to Doing Business in China in this prospectus.
The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of
the PCAOB to conduct inspections over our auditor deprives our investors with the benefits of such inspections. Our ADSs will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, if the
PCAOB is unable to inspect or fully investigate auditors located in China. On December 2, 2021, the U.S. Securities and Exchange Commission, or the SEC, adopted final amendments implementing the disclosure and submission requirements of the HFCAA,
pursuant to which the SEC will identify an issuer as a Commission Identified Issuer if the issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is
unable to inspect or investigate completely, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years. On December 16, 2021, PCAOB issued the HFCAA Determination
Report, according to which our auditor is subject to the determinations that the PCAOB is unable to inspect or investigate completely. On April 21, 2022, in connection with its implementation of the HFCAA, the SEC provisionally named the company as
a Commission-Identified Issuer following the filing of the companys 2021 Form 20-F with the SEC
on April 14, 2022. Under the current law, delisting and prohibition from over-the-counter trading in the United States could take place in 2024. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect
the value of your investment. In addition, the proposed changes to the law would decrease the number of non-inspection years from three years to two, thus reducing the time period before our ADSs may be prohibited from over-the-counter trading or
delisted. If the proposed provision is enacted, our ADS could be delisted from the exchange and prohibited from over-the-counter trading in the United States in 2023.
Our corporate structure is subject to risks associated with our contractual arrangements with the VIE. The company and its investors may never
have a direct ownership interest in the businesses that are conducted by the VIE. Uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements, and these contractual arrangements have not been tested in a
court of law. If the PRC government finds that the agreements that establish the structure for operating our business in China do not comply with PRC laws and regulations, or if these regulations or the interpretation of existing regulations change
or are interpreted differently in the future, we and the VIE could be subject to severe penalties or be forced to relinquish our interests in those operations. This would result in the VIE being deconsolidated. The majority of our assets, including
the necessary licenses to conduct business in China, are held by the VIE. A significant part of our revenues is generated by the VIE. An event that results in the deconsolidation of the VIE would have a material effect on our operations and result
in the value of the securities diminish substantially or even become worthless. Our holding company, our PRC subsidiary and VIE, and investors of Aurora face uncertainty about potential future actions by the PRC government that could affect the
enforceability of the contractual arrangements with the VIE and, consequently, significantly affect the financial performance of the VIE and our company as a whole. For a detailed description of the risks associated with our corporate structure,
please refer to risks disclosed under Item 3.D. Key InformationRisk FactorsRisks Related to Our Corporate Structure in our 2021
Form 20-F, which is incorporated herein by reference, and Risk FactorsRisks Related to Our Corporate Structure in this prospectus.
The cash flows occurred between our subsidiary and the VIE included the following: (1) the VIE received intercompany loans from our
subsidiary amounted to RMB197.9 million, nil and RMB80.0 million for the year ended December 31, 2019, 2020 and 2021, respectively, (2) the VIE repaid intercompany loans to our subsidiary amounted to nil, RMB156.1 million and
RMB56.3 million for the year ended December 31, 2019, 2020 and 2021, respectively, and (3) the VIE received cash from our subsidiary amounted to RMB5.1 million, RMB0.9 million and RMB2.6 million for the year ended December 31, 2019, 2020 and
2021, respectively, to pay, on behalf of our employees, individual income tax incurred by them due to their exercise of share options. For more detailed discussion of how cash is transferred between our subsidiary and the VIE, see Our
CompanyHolding Company Structure and Contractual Arrangements with the VIE and Our CompanyCash Flows through Our Company in this prospectus.
Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2022.