极光美股招股说明书(2025-05-14版)

Up to US$8,000,000American Depositary Shares Representing ClassA Common Shares Aurora Mobile Limited We have entered into an at market issuance sales agreement, or the sales agreement, with ChinaRenaissance Securities (Hong Kong) Limited, as sales agent or principal, relating to our AmericanDepositary Shares, or ADSs. Every 3 ADSs represent 40 ClassA common shares, par value US$0.0001 pershare, of Aurora Mobile Limited. Our ADSs are offered by this prospectus supplement and theaccompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sell up toan aggregate of US$8,000,000 of ADSs from time to time on The Nasdaq Capital Market, or Nasdaq, orother markets for our ADSs in the U.S. through or to the sales agent. We refer to China RenaissanceSecurities (Hong Kong) Limited as the sales agent. Our ADSs are listed on Nasdaq, under the ticker symbol “JG.” On May9, 2025, the closing price of ourADSs on Nasdaq was US$8.83 per ADS. Sales of our ADSs under this prospectus supplement and the accompanying prospectus may includesales through ordinary brokers’ transactions, to or through a market maker, on or through Nasdaq or othermarkets for our ADSs, or as otherwise agreed with the sales agent. The sales agent will act on acommercially reasonable best efforts basis to cause the sale of our ADSs. There are no arrangements toplace any of the proceeds of this offering in an escrow, trust or similar account. We also may sell some or all of our ADSs to the sales agent as principal for its own account at a priceagreed upon at the time of sale. If we sell ADSs to the sales agent as principal, we will enter into a separateagreement setting forth the terms of such transaction, and we will describe the agreement in a separateprospectus supplement or pricing supplement. The sales agent will be entitled to compensation at a commission rate of 3.0% of the gross sales priceper ADS sold. In connection with the sale of our ADSs on our behalf, the sales agent may be deemed to bean “underwriter” within the meaning of the Securities Act of 1933, as amended, and the compensation of thesales agent may be deemed to be underwriting commissions or discounts. Investing in our ADSs involves a high degree of risk. Furthermore, investors should be aware that there arevarious other risks relating to our ADSs, the issuer and its subsidiaries, their business and their jurisdictions ofoperations which investors should familiarize themselves with before making an investment in our ADSs. Pleasecarefully consider the risks discussed under “Risk Factors” in this prospectus supplement beginning on pageS-17and in the accompanying prospectus and in our reports filed with the Securities and Exchange Commissionthat are incorporated by reference in this prospectus supplement and the accompanying prospectus beforemaking a decision to invest in our ADSs. Aurora Mobile Limited is not an operating company in China but a Cayman Islands holding companywith no equity ownership in its consolidated variable interest entity, or the VIE. We conduct our operationsin mainland China primarily through our subsidiaries incorporated in mainland China, or mainland Chinasubsidiaries, and the VIE with which we have maintained contractual arrangements. Our value-addedtelecommunications services businesses in mainland China have been conducted through the VIE in order tocomply with the laws and regulations of mainland China, which restrict and impose conditions on foreigndirect investment in companies involved in the provision of such businesses. Accordingly, we operate thesebusinesses in mainland China through the VIE, and such structure is used to provide investors with exposureto foreign investment in China-based companies where laws and regulations in mainland China prohibit orrestrict direct foreign investment in certain operating companies, and rely on contractual arrangementsamong our mainland China subsidiaries, the VIE and their shareholders to control the business operations ofthe VIE. Investors in our ADSs are not purchasing equity interest in our operating entities in mainlandChina but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.As used in this prospectus supplement, “Aurora” refers to Aurora Mobile Limited, and “we,” “us,” “ourcompany,” or “our” refers to Aurora Mobile Limited and its subsidiaries. We refer to Shenzhen Hexun Huagu InformationTechnology Co., Ltd., or Hexun Huagu, including its subsidiaries, as the “VIE,” and to JPush InformationConsultation (Shenzhen) Co., Ltd., or Shenzhen JPush, as our “WFOE” in this prospectus supplement. Our corporate structure is subject to risks associated with our contractual arrangements with the VIE. Ifthe PRC government deems that our contractual arrangements with the VIE do not comply with regulatoryrestrictions of mainland China on foreign investment in certain industries, or if these regulations or theinterpretation of existing r