Form F-3 / A uCloudlink Group Inc.
The information contained in this prospectus is not complete and may be changed. We cannot sell these securities until the registration statement filed with the Securities and Exchange Commission is in effect. This preliminary prospectus does not constitute an offer to sell any such securities and we are not soliciting an offer to buy any such securities in any state or jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATE OCTOBER 18, 2021
UCLOUDLINK GROUP INC.
Class A common shares
We may offer, issue and sell from time to time up to $ 150,000,000, or its equivalent in any other currency, currency unit or composite currency or currencies, of our Class A common stock, including in the form of American depository shares, or ADS, preferred shares, warrants to purchase Class A ordinary shares, including in the form of ADS, subscription rights and a combination of these securities, separately or as parts, in one or more offers. Each ADS represents 10 Class A ordinary shares. This prospectus provides a general description of the offers of such securities that we may undertake.
We refer to our ADSs, Class A Common Shares, Preferred Shares, Warrants, Warrants and Units collectively as “Securities”? in this prospectus.
Whenever we sell our securities under this prospectus, we will provide the specific terms of such an offer in a supplement to this prospectus. The prospectus supplement may also add, update or modify information contained in this prospectus. You should read this prospectus, the applicable prospectus supplement, as well as the additional information described under “Where to find more information?” before making your investment decision.
We may, from time to time, offer to sell the Securities through public or private transactions, directly or through underwriters, agents or brokers, on or off the Nasdaq Global Market, at market prices. prevailing market or at privately negotiated prices. If any underwriters, agents or brokers are involved in the sale of any of these securities, the applicable prospectus supplement will show the names of the underwriter, agent or dealer and any charges, commissions or discounts. applicable.
Our ADSs are listed on the Nasdaq Global Market under the symbol ?? UCL. ?? On October 14, 2021, the closing price for our ADSs on the Nasdaq Global Market was $ 3.85 per ADS.
Investing in these securities involves a high degree of risk. Please carefully review the risks discussed under ?? Risk Factors ?? in this prospectus beginning on page 15, in our reports filed with the Securities and Exchange Commission which are incorporated by reference into this prospectus, and in any applicable prospectus supplement.
UCLOUDLINK GROUP INC. is not an operating company but a Cayman Islands holding company whose operations are primarily conducted through its subsidiaries and through contractual arrangements with our variable rights entities, or VIEs, based in China. PRC laws and regulations restrict and impose conditions on foreign investment in telecommunications companies. Therefore, we operate these companies in China through Beijing uCloudlink New Technology Co., Ltd. and Shenzhen uCloudlink Network Technology Co., Ltd., which we refer to as our VIEs in this prospectus, and we rely on contractual arrangements between our PRC subsidiaries, our VIEs and their designated shareholders to control the business operations of our VIEs . The use of the VIE structure is designed to replicate the same economic benefits to us that would be provided by direct ownership. Investors in our ADSs therefore do not buy a stake in our operating entities in China, but rather buy a stake in a Cayman Islands holding company. As used in this prospectus, ?? uCloudlink ?? refers to UCLOUDLINK GROUP Inc., and ?? us, ?? ??we,?? ??our company,?? or our ??? refers to UCLOUDLINK GROUP INC. and its subsidiaries and, when describing our business and consolidated financial information, also includes our VIEs and their subsidiaries in China.
We and our VIEs face various legal and operational risks and uncertainties relating to our business in Mainland China and Hong Kong. A significant portion of our business operations in China are conducted through our VIEs, and we and our VIEs are subject to complex and evolving PRC laws and regulations. For example, we and our VIEs face risks associated with regulatory approvals on offshore offerings, the use of variable interest entities, anti-monopoly regulatory actions, and oversight of cybersecurity and privacy. data, as well as the lack of PCAOB inspection on our auditors, which may affect our ability to conduct certain activities, accept foreign investments, or be listed in the United States or another foreign exchange. These risks could cause a material adverse change in our operations and the value of our ADSs, significantly limit or completely impede our ability to offer or continue to offer securities to investors, or cause a significant decrease in the value of such securities or their loss of value. For a detailed description of the risks associated with doing business in China, see ?? Point 3.D. Key information ?? Risk factors ?? Risks associated with doing business in China ?? in our Form 20-F 2020, which is incorporated by reference, and ?? Risk Factors ?? Risks Associated with Doing Business in China ?? in this prospectus.
Our corporate structure is subject to the risks associated with our contractual arrangements with our VIEs. The investor-owned company may never have a direct interest in the activities of our VIEs. If the government of the PRC finds that the agreements that establish the operating structure of our business in China do not comply with the laws and regulations of the PRC, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we and our VIEs could be subject to severe penalties or be forced to waive our interests in these transactions. This would lead to deconsolidating the VIEs. The majority of our assets, including the licenses necessary to operate in China, are held by VIEs. A significant portion of our income is generated by VIEs. An event leading to the deconsolidation of VIEs would have a material impact on our business and result in a substantial decrease in the value of the securities, or even an impairment. Our holding company, our RPC subsidiaries and VIEs and uCloudlink investors face uncertainty about potential future actions by the PRC government that could affect the enforceability of contractual arrangements with our VIEs and, therefore, significantly affect the financial performance of our VIEs and our businesses as a whole. For a detailed description of the risks associated with our corporate structure, please refer to the risks disclosed in point 3.D. Key information ?? Risk factors ?? Risks related to our corporate structure ?? in our Form 20-F 2020, which is incorporated by reference, and ?? Risk factors ?? Risks relating to our corporate structure ?? in this prospectus.
This prospectus may not be used to offer or sell securities unless it is accompanied by a prospectus supplement.
Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined whether this prospectus is true or complete. Any statement to the contrary is a criminal offense.
The date of this prospectus is 2021.