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SC 13G Amendment No.1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Agora, Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

00851L103**

(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 remainder of this cover page shall be filled out of 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 disclosures provided in a prior cover page.

**

CUSIP number 00851L103 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on the Nasdaq Global Select Market under the symbol “API.” Each ADS represents four Class A ordinary shares. No CUSIP number has been assigned to Class A ordinary shares of the issuer.

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).

 

 

 

CUSIP No. 00851L103    Schedule 13G   

 

  1    

  Names of Reporting Persons

 

  Bin (Tony) Zhao

  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

 

  People’s Republic of China

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

    5    

  Sole Voting Power

 

  0

   6  

  Shared Voting Power

 

  83,417,095 ordinary shares (1) (See Item 4)

   7  

  Sole Dispositive Power

 

  0

   8  

  Shared Dispositive Power

 

  83,417,095 ordinary shares (1) (See Item 4)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  83,417,095 ordinary shares (1) (See Item 4)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11  

  Percent of Class Represented by Amount In Row 9

 

  18.0% (See Item 4)

12  

  Type of Reporting Person

 

  IN

 

(1)

Includes (a) 76,179,938 Class B ordinary shares held by Much ado Limited, a British Virgin Islands company where Mr. Bin (Tony) Zhao is the sole director and, as such, has discretionary authority to vote and dispose of the shares held by Much ado Limited in Agora, Inc. and (b) 7,237,157 Class A ordinary shares held by YY TZ Limited, a British Virgin Islands company where Mr. Bin (Tony) Zhao is the sole director and, as such, has discretionary authority to vote and dispose of the shares held by YY TZ Limited in Agora, Inc. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes and is convertible into one Class A ordinary share.

CUSIP No. 00851L103    Schedule 13G   

 

  1    

  Names of Reporting Persons

 

  Much ado Limited

  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

 

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

    5    

  Sole Voting Power

 

  0

   6  

  Shared Voting Power

 

  76,179,938 ordinary shares (See Item 4)

   7  

  Sole Dispositive Power

 

  0

   8  

  Shared Dispositive Power

 

  76,179,938 ordinary shares (See Item 4)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  76,179,938 ordinary shares (See Item 4)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11  

  Percent of Class Represented by Amount In Row 9

 

  16.4% (See Item 4)

12  

  Type of Reporting Person

 

  CO

CUSIP No. 00851L103    Schedule 13G   

 

  1    

  Names of Reporting Persons

 

  YY TZ Limited

  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

 

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

    5    

  Sole Voting Power

 

  0

   6  

  Shared Voting Power

 

  7,237,157 ordinary shares (1) (See Item 4)

   7  

  Sole Dispositive Power

 

  0

   8  

  Shared Dispositive Power

 

  7,237,157 ordinary shares (1) (See Item 4)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  7,237,157 ordinary shares (1) (See Item 4)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11  

  Percent of Class Represented by Amount In Row 9

 

  1.6% (See Item 4)

12  

  Type of Reporting Person

 

  CO

Item 1(a). Name of Issuer:

Agora, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

Floor 8, Building 12, Phase III of ChuangZhiTianDi

333 Songhu Road, Yangpu District, Shanghai

People’s Republic of China

Item 2(a). Name of Person Filing:

Bin (Tony) Zhao

Much ado Limited

YY TZ Limited

Item 2(b). Address of Principal Business Office or, if none, Residence:

Bin (Tony) Zhao

c/o Agora, Inc.

Floor 8, Building 12, Phase III of ChuangZhiTianDi

333 Songhu Road, Yangpu District, Shanghai

People’s Republic of China

Much ado Limited Trident Chambers, PO Box 146

Road Town, Tortola

British Virgin Islands

YY TZ Limited Ritter House, Wickhams Cay II

Road Town, Tortola, VG1110

British Virgin Islands

Item 2(c). Citizenship:

Mr. Bin (Tony) Zhao – People’s Republic of China

Much ado Limited – British Virgin Islands

YY TZ Limited – British Virgin Islands.

Item 2(d). Titles of Classes of Securities:

Class A ordinary shares, par value US$0.0001 per share (the “Class A ordinary shares”). Holders of Class A ordinary shares and Class B ordinary shares, par value US$0.0001 per share (the “Class B ordinary shares”) have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes and is convertible into one Class A ordinary share.

Item 2(e). CUSIP Number:

00851L103

CUSIP number 00851L103has been assigned to the ADSs of the issuer, which are quoted on the Nasdaq Global Select Market under the symbol “API.” Each ADS represents four Class A ordinary shares. No CUSIP number has been assigned to Class A ordinary shares of the issuer.

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

Not applicable.

 

1

Item 4. Ownership

The following information with respect to the ownership of the Class A ordinary shares by each of the reporting persons is provided as of December 31, 2021:

 

Reporting Person

   

Amount beneficially
owned

    Percent
of class
(1)		      Sole
power to
vote or
direct the
vote		     

Shared power to vote or
to direct the vote

    Sole power
to dispose
or to direct
the
disposition
of		     

Shared power to dispose or to
direct the disposition of

Bin (Tony) Zhao

    83,417,095 ordinary shares(2)      19.7 %       0      83,417,095 ordinary shares(2)      0      83,417,095 ordinary shares(2)

Much ado Limited

    76,179,938 ordinary shares(3)      18.0 %       0      76,179,938 ordinary shares(3)      0      76,179,938 ordinary shares(3)

YY TZ Limited

    7,237,157 ordinary shares(4)      1.7 %       0      7,237,157 ordinary shares(4)      0      7,237,157 ordinary shares(4)

 

(1)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 463,482,562 ordinary shares as a single class, being the sum of 387,302,624 Class A ordinary shares and 76,179,938 Class B ordinary shares, outstanding as of December 31, 2021.

(2)

Includes (a) 76,179,938 Class B ordinary shares held by Much ado Limited, a British Virgin Islands company where Mr. Bin (Tony) Zhao is the sole director and, as such, has discretionary authority to vote and dispose of the shares held by Much ado Limited in Agora, Inc; and (b) 7,237,157 Class A ordinary shares held by YY TZ Limited a British Virgin Islands company where Mr. Bin (Tony) Zhao is the sole director and, as such, has discretionary authority to vote and dispose of the shares held by YY TZ Limited in Agora, Inc.

(3)

Represents 76,179,938 Class B ordinary shares held by Much ado Limited.

(4)

Represents 7,237,157 Class A ordinary shares held by YY TZ Limited.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.

 

2

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 16, 2022

 

Bin (Tony) Zhao
By:  

/s/ Bin (Tony) Zhao

  Name: Bin (Tony) Zhao
  Title:
Much ado Limited
By:  

/s/ Bin (Tony) Zhao

  Name: Bin (Tony) Zhao
  Title: Director
YY TZ Limited
By:  

/s/ Bin (Tony) Zhao

  Name: Bin (Tony) Zhao
  Title: Director

 

3

LIST OF EXHIBITS

Exhibit 99.1 – Joint Filing Agreement

 

4

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of US$0.0001 per share, of Agora, Inc., a Cayman Islands exempted company, and that this agreement may be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of February 16, 2022.

 

Bin (Tony) Zhao
By:  

/s/ Bin (Tony) Zhao

  Name:   Bin (Tony) Zhao
  Title:  
Much ado Limited
By:  

/s/ Bin (Tony) Zhao

  Name:   Bin (Tony) Zhao
  Title:   Director
YY TZ Limited
By:  

/s/ Bin (Tony) Zhao

  Name:   Bin (Tony) Zhao
  Title:   Director