Aurora Mobile Limited (JG) SC 13G/AAurora Mobile / Zhang Song-Yi ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

Aurora Mobile Limited

(Name of Issuer)

Common Shares, $0.0001 par value per share

(Title of Class of Securities)

051857 100**

(CUSIP Number)

December 31, 2021

(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 information required on 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).

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Aurora Mobile Limited (the “Issuer”)

3/F, Building No. 7, Zhiheng Industrial Park, Nantou Guankou Road 2, Nanshan District, Shenzhen, Guangdong, 518052, People’s Republic of China

(i) Mandra iBase Limited;

(ii) Beansprouts Ltd.;

(iii) Bing How Mui; and

(iv) Song Yi Zhang (collectively, the “Reporting Persons”)

For Mandra iBase Limited

3rd Floor, J&C Building,

P.O. Box 933, Road Town, Tortola,

British Virgin Islands, VG1110.

For Beansprouts Ltd.

3rd Floor, J&C Building,

P.O. Box 933, Road Town, Tortola,

British Virgin Islands, VG1110.

For Bing How Mui and Song Yi Zhang

Flat 8A, Magazine Court,

5-7 Magazine Gap Road,

Hong Kong.

Mandra iBase Limited - British Virgin Islands

Beansprouts Ltd. - British Virgin Islands

Bing How Mui - China, Hong Kong Special Administrative Region

Song Yi Zhang - China, Hong Kong Special Administrative Region

Common shares, $0.0001 par value per share, of the Issuer.

The Issuer’s common shares consist of Class A common shares and Class B common shares. Holders of Class A common shares and Class B common shares have the same rights except for voting and conversion rights. Each holder of Class A common shares is entitled to one vote per share and each holder of Class B common shares is entitled to ten votes per share on all matters submitted to them for vote. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances.

051857 100

This CUSIP number applies to the American depositary shares of the Issuer. Three American depositary shares represent two Class A common shares of the Issuer.

Not applicable

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As of December 31, 2021, 13,825,461 Class A common shares and 425,310 ADSs, representing 283,540 Class A common shares were directly held by Mandra iBase Limited, a British Virgin Islands company. Mandra iBase Limited is wholly owned by Beansprouts Ltd., a British Virgin Islands company. The shareholders of Beansprouts Ltd. are Bing How Mui and Song Yi Zhang, each holding 50% of the issued and outstanding share capital of Beansprouts Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of Bing How Mui and Song Yi Zhang may be deemed to beneficially own all of the shares of the Issuer held by Mandra iBase Limited.

As of December 31, 2021, 9,100 ADSs, representing 6,066 Class A common shares were directly held by Mandra Mirabilite Limited, a British Virgin Islands company, which is wholly owned by Woo Foong Hong Limited, another British Virgin Islands company. Woo Foong Hong Limited is controlled by Beansprouts Ltd., a British Virgin Islands company. The shareholders of Beansprouts Ltd. are Bing How Mui and Song Yi Zhang, each holding 50% of the issued and outstanding share capital of Beansprouts Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of Bing How Mui and Song Yi Zhang may be deemed to beneficially own all of the shares of the Issuer held by Mandra Mirabilite Limited.

As of December 31, 2021, 773,676 ADSs, representing 515,784 Class A common shares were directly held by iBase Ltd., a British Virgin Islands company, which is wholly owned by Song Yi Zhang. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Song Yi Zhang may be deemed to beneficially own all of the shares of the Issuer held by iBase Ltd.

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 79,036,462 common shares (being the sum of 62,036,273 Class A common shares and 17,000,189 Class B common shares) of the Issuer outstanding as of December 31, 2021 as a single class. Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances.

  Not applicable

  Not applicable

  Not applicable

  Not applicable

  Not applicable

  Not applicable

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LIST OF EXHIBITS

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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 11, 2022

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