SEC Form SC 13G/A filed by Aurora Mobile Limited (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Aurora Mobile Limited
(Name of Issuer)
Class A common shares, par value US$0.0001 per share
(Title of Class of Securities)
05185712091
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | CUSIP number 051857209 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are listed on Nasdaq Global Market under the symbol “JG.” Three (3) ADSs represent forty (40) Class A common shares of the Issuer, par value US$0.0001 per share. |
| CUSIP No. | 051857209 |
| 1. | Names of Reporting Persons
IDG-Accel China Growth Fund III L.P. |
| 2. | Check the
Appropriate Box if a Member of a Group (See Instructions) |
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
4,362,706 Class A common shares (1) |
| 6. | Shared Voting Power
309,293 Class A common shares (2) | |
| 7. | Sole Dispositive Power
4,362,706 Class A common shares (1) | |
| 8. | Shared Dispositive Power
309,293 Class A common shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,671,999 Class A common shares |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. | Percent of Class Represented by Amount in Row (9)
7.4% (3) |
| 12. | Type of Reporting Person (See Instructions)
PN |
| (1) | The reporting person is the record owner of these shares. By virtue of being the general partner of the reporting person, IDG-Accel China Growth Fund III Associates L.P. may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being the general partner of IDG-Accel China Growth Fund III Associates L.P., IDG-Accel China Growth Fund GP III Associates Ltd. may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being shareholders and the two directors of IDG-Accel China Growth Fund GP III Associates Ltd., Quan Zhou and Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares. IDG-Accel China Growth Fund GP III Associates Ltd. is also the general partner of IDG-Accel China III Investors L.P., which may be deemed to have shared voting and dispositive power with respect to these shares. |
| (2) | IDG-Accel China III Investors L.P. is the record owner of these shares. The reporting person and IDG-Accel China III Investors L.P. have the same ultimate general partner. By virtue of such relationship, the reporting person may be deemed to share the voting and dispositive power with respect to these shares. |
| (3) | Percent of class is calculated based on an aggregate of 62,813,504 Class A common shares outstanding as of September 30, 2023, as reported in the Issuer's Form 6-K furnished with the Securities and Exchange Commission on November 16, 2023. |
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| CUSIP No. | 051857209 |
| 1. | Names of Reporting Persons IDG-Accel China Growth Fund III Associates L.P. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power 4,362,706 Class A common shares (1) |
| 6. | Shared Voting Power 309,293 Class A common shares (2) | |
| 7. | Sole Dispositive Power 4,362,706 Class A common shares (1) | |
| 8. | Shared Dispositive Power 309,293 Class A common shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,671,999 Class A common shares |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. | Percent of Class Represented by Amount in Row (9) 7.4% (3) |
| 12. | Type of Reporting Person (See Instructions) PN |
| (1) | IDG-Accel China Growth Fund III L.P. is the record owner of these shares. By virtue of being the general partner of IDG-Accel China Growth Fund III L.P., the reporting person may be deemed to have sole voting and dispositive power with respect to these shares. |
| (2) | IDG-Accel China III Investors L.P. is the record owner of these shares. The reporting person and IDG-Accel China III Investors L.P. have the same ultimate general partner. By virtue of such relationship, the reporting person may be deemed to share the voting and dispositive power with respect to these shares. |
| (3) | Percent of class is calculated based on an aggregate of 62,813,504 Class A common shares outstanding as of September 30, 2023, as reported in the Issuer's Form 6-K furnished with the Securities and Exchange Commission on November 16, 2023. |
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| CUSIP No. | 051857209 |
| 1. | Names of Reporting Persons IDG-Accel China III Investors L.P. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power 309,293 Class A common shares (1) |
| 6. | Shared Voting Power 4,362,706 Class A common shares (2) | |
| 7. | Sole Dispositive Power 309,293 Class A common shares (1) | |
| 8. | Shared Dispositive Power 4,362,706 Class A common shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,671,999 Class A common shares |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. | Percent of Class Represented by Amount in Row (9) 7.4% (3) |
| 12. | Type of Reporting Person (See Instructions) PN |
| (1) | The reporting person is the record owner of these shares. By virtue of being the general partner of the reporting person, IDG-Accel China Growth Fund GP III Associates Ltd. may be deemed to have sole voting and dispositive power with respect to these shares. By virtue of being shareholders and the two directors of IDG-Accel China Growth Fund GP III Associates Ltd., Quan Zhou and Chi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares. IDG-Accel China Growth Fund GP III Associates Ltd. is also the general partner of IDG-Accel China Growth Fund III Associates L.P., which is the general partner of IDG-Accel China Growth Fund III L.P. By virtue of such relationships, each of IDG-Accel China Growth Fund III Associates L.P. and IDG-Accel China Growth Fund III L.P. may be deemed to have shared voting and dispositive power with respect to these shares. |
| (2) | IDG-Accel China Growth Fund III L.P. is the record owner of these shares. The reporting person and IDG-Accel China Growth Fund III L.P. have the same ultimate general partner. By virtue of such relationship, the reporting person may be deemed to share the voting and dispositive power with respect to these shares. |
| (3) | Percent of class is calculated based on an aggregate of 62,813,504 Class A common shares outstanding as of September 30, 2023, as reported in the Issuer's Form 6-K furnished with the Securities and Exchange Commission on November 16, 2023. |
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| CUSIP No. | 051857209 |
| 1. | Names of Reporting Persons IDG-Accel China Growth Fund GP III Associates Ltd. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power 4,671,999 Class A common shares (1) |
| 6. | Shared Voting Power 0 Class A common share | |
| 7. | Sole Dispositive Power 4,671,999 Class A common shares (1) | |
| 8. | Shared Dispositive Power 0 Class A common share |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,671,999 Class A common shares |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. | Percent of Class Represented by Amount in Row (9) 7.4% (2) |
| 12. | Type of Reporting Person (See Instructions) CO |
| (1) | IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. are the record owners of these shares. The reporting person is the general partner of IDG-Accel China III Investors L.P. and IDG-Accel China Growth Fund III Associates L.P., which is the general partner of IDG-Accel China Growth Fund III L.P. By virtue of such relationships, the reporting person may be deemed to have sole voting and dispositive power with respect to these shares. |
| (2) | Percent of class is calculated based on an aggregate of 62,813,504 Class A common shares outstanding as of September 30, 2023, as reported in the Issuer's Form 6-K furnished with the Securities and Exchange Commission on November 16, 2023. |
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| CUSIP No. | 051857209 |
| 1. | Names of Reporting Persons Quan Zhou |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization The United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power 0 Class A common share |
| 6. | Shared Voting Power 4,671,999 Class A common shares (1) | |
| 7. | Sole Dispositive Power 0 Class A common share | |
| 8. | Shared Dispositive Power 4,671,999 Class A common shares (1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,671,999 Class A common shares |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. | Percent of Class Represented by Amount in Row (9) 7.4% (2) |
| 12. | Type of Reporting Person (See Instructions) IN |
| (1) | Including 4,362,706 Class A common shares of which the record owner is IDG-Accel China Growth Fund III L.P. and 309,293 Class A common shares of which the record owner is IDG-Accel China III Investors L.P. The general partner of IDG-Accel China Growth Fund III L.P. is IDG-Accel China Growth Fund III Associates L.P., of which the general partner is IDG-Accel China Growth Fund GP III Associates Ltd., of which the reporting person and Chi Sing Ho are shareholders and the two directors. IDG-Accel China Growth Fund GP III Associates Ltd. is also the general partner of IDG-Accel China III Investors L.P. By virtue of such relationships, the reporting person may be deemed to have shared voting and dispositive power with respect to these shares. |
| (2) | Percent of class is calculated based on an aggregate of 62,813,504 Class A common shares outstanding as of September 30, 2023, as reported in the Issuer's Form 6-K furnished with the Securities and Exchange Commission on November 16, 2023. |
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| CUSIP No. | 051857209 |
| 1. | Names of Reporting Persons Chi Sing Ho |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization Canada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power 0 Class A common share |
| 6. | Shared Voting Power 4,671,999 Class A common shares (1) | |
| 7. | Sole Dispositive Power 0 Class A common share | |
| 8. | Shared Dispositive Power 4,671,999 Class A common shares (1) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,671,999 Class A common shares |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. | Percent of Class Represented by Amount in Row (9) 7.4% (2) |
| 12. | Type of Reporting Person (See Instructions) IN |
| (1) | Including 4,362,706 Class A common shares of which the record owner is IDG-Accel China Growth Fund III L.P. and 309,293 Class A common shares of which the record owner is IDG-Accel China III Investors L.P. The general partner of IDG-Accel China Growth Fund III L.P. is IDG-Accel China Growth Fund III Associates L.P., of which the general partner is IDG-Accel China Growth Fund GP III Associates Ltd., of which the reporting person and Quan Zhou are shareholders and the two directors. IDG-Accel China Growth Fund GP III Associates Ltd. is also the general partner of IDG-Accel China III Investors L.P. By virtue of such relationships, the reporting person may be deemed to have shared voting and dispositive power with respect to these shares. |
| (2) | Percent of class is calculated based on an aggregate of 62,813,504 Class A common shares outstanding as of September 30, 2023, as reported in the Issuer's Form 6-K furnished with the Securities and Exchange Commission on November 16, 2023. |
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Item 1(a). Name of Issuer
Aurora Mobile Limited
Item 1(b). Address of Issuer’s Principal Executive Offices
14/F, China Certification and Inspection Building
No. 6, Keji South 12th Road, Nanshan District
Shenzhen, Guangdong 518057
People’s Republic of China
Item 2(a). Name of Persons Filing
1. IDG-Accel China Growth Fund III L.P.
2. IDG-Accel China Growth Fund III Associates L.P.
3. IDG-Accel China III Investors L.P.
4. IDG-Accel China Growth Fund GP III Associates Ltd.
5. Quan Zhou
6. Chi Sing Ho
Item 2(b). Address of Principal Business Office or, If None, Residence
For all reporting persons:
c/o IDG Capital Management (HK) Limited.
Unit 5505, The Center
99 Queen’s Road Central
Hong Kong
Item 2(c). Citizenship
Quan Zhou is a citizen of the United States of America. Chi Sing Ho is a citizen of Canada. Each of IDG-Accel China Growth Fund III L.P., IDG-Accel China Growth Fund III Associates L.P., IDG-Accel China III Investors L.P., and IDG-Accel China Growth Fund GP III Associates Ltd. is organized under the laws of the Cayman Islands.
Item 2(d). Title of Class of Securities
Class A common shares, US$0.0001 par value per share.
Item 2(e). CUSIP Number
CUSIP number 0518571209 has been assigned to ADSs of the Issuer.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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| (f) | ☐ An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F); |
| (g) | ☐ A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G); |
| (h) | ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with Rule 13d–1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution: ____.
N/A
Item 4. Ownership.
The information for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference.
Item 5. Ownership of Five Percent or Less of a Class.
N/A.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
N/A.
Item 8. Identification and Classification of Members of the Group.
N/A.
Item 9. Notice of Dissolution of Group.
N/A.
Item 10. Certifications.
N/A.
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LIST OF EXHIBITS
| Exhibit No. | Description | |
| 1 | Joint Filing Agreement* |
* Incorporated herein by reference to the Joint Filing Agreement by and among IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. and IDG-Accel China Growth Fund III Associates L.P. and IDG-Accel China Growth Fund GP III Associates Ltd. and Quan Zhou and Chi Sing Ho dated as of February 25, 2022, which was previously filed with the U.S. Securities and Exchange Commission as Exhibit 1 to Schedule 13G (Amendment No. 1) filed by the reporting persons on February 25, 2022 with respect to the Class A ordinary shares of Aurora Mobile Limited.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 20, 2024
|
IDG-Accel China Growth Fund III L.P. By: IDG-Accel China Growth Fund | |||
| By: | /s/ Quan ZHOU | ||
| Name: | Quan ZHOU | ||
| Title: | Authorized Signatory | ||
|
IDG-Accel China Growth Fund III L.P. By: IDG-Accel China Growth Fund | |||
| By: | /s/ Quan ZHOU | ||
| Name: | Quan ZHOU | ||
| Title: | Authorized Signatory | ||
|
IDG-Accel China III Investors L.P. By: IDG-Accel China Growth Fund its General Partner | |||
| By: | /s/ Quan ZHOU | ||
| Name: | Quan ZHOU | ||
| Title: | Authorized Signatory | ||
|
IDG-Accel China Growth Fund III By: IDG-Accel China Growth Fund its General Partner | |||
| By: | /s/ Quan ZHOU | ||
| Name: | Quan ZHOU | ||
| Title: | Authorized Signatory | ||
| IDG-Accel China Growth Fund GP III Associates Ltd. | |||
| By: | /s/ Quan ZHOU | ||
| Name: | Quan ZHOU | ||
| Title: | Authorized Signatory | ||
| QUAN ZHOU | ||
| By: | /s/ QUAN ZHOU | |
| CHI SING HO | ||
| By: | /s/ CHI SING HO | |
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