United States securities and exchange commission logo

                              August 10, 2022

       Jingbo Wang
       Chief Financial Officer
       Agora, Inc.
       Floor 8, Building 12 , Phase III of ChuangZhiTianDi
       333 Songhu Road
       Yangpu District, Shanghai
       People   s Republic of China

                                                        Re: Agora, Inc.
                                                            Form 20-F for the
fiscal year ended December 31, 2021

       Dear Mr. Wang:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 20-F for the fiscal year ended December 31, 2021

       Part 1
       D. Risk Factors, page 5

   1.                                                   You disclose on page 5
that this structure allows you to exercise effective control over the
                                                        VIEs, and is designed
to replicate substantially the same economic benefits as would be
                                                        provided by equity
ownership. Your disclosures in the filing should not should not refer
                                                        to any type of equity
ownership when discussing VIEs. Please revise.

   2.                                                   We note from your
disclosures on page 8 that the PCAOB is currently unable to inspect
                                                        your auditor in
relation to their audit work performed for your financial statements
                                                        included elsewhere in
this annual report. Please revise to disclose the HFCAA and
                                                        Accelerating HFCAA
timeframes in this section of the filing. You should also provide a
cross-reference to the longer risk factor discussion of the impacts of the
                                                        and Accelerating HFCAA.
In addition, your disclosure should make clear whether these
 Jingbo Wang
Agora, Inc.LastNameJingbo Wang
August 10, NameAgora,
           2022        Inc.
Page 2 10, 2022 Page 2
FirstName LastName
         risks could cause the value of your ADSs to become worthless.
3.       In this section of the filing provide a diagram of the company   s
corporate structure,
         identifying the person or entity that owns the equity in each depicted
entity. Describe all
         contracts and arrangements through which you claim to have economic
rights and exercise
         control that results in consolidation of the VIE   s operations and
financial results into your
         financial statements. Identify clearly entity(ies) in which the
company   s operations are
         conducted. Describe the relevant contractual agreements between the
entities and how this
         type of corporate structure may affect investors and the value of
their investment,
         including how and why the contractual arrangements may be less
effective than direct
         ownership and that the company may incur substantial costs to enforce
the terms of the
         arrangements. Your disclosures provided in Item 4 (A) "History and
Development of the
         Company" should be moved to the forepart of this filing. Explain why
the diagram of the
         company's corporate structure does not appear to include the
consolidated variable interest
         entity within the Easemob group structure.
4.       Please revise your disclosures in this section to clarify that the
Cayman Islands holding
         company controls and receives the economic benefits of the VIE   s
business operations
         through contractual agreements between the VIE and your Wholly
         Enterprise (WFOE) and that those agreements are designed to provide
your WFOE with
         the power, rights, and obligations equivalent in all material respects
to those it would
         possess as the principal equity holder of the VIE. Additionally, your
disclosure should
         clarify that you are the primary beneficiary of the VIE for accounting
5.       Please provide a specific cross-reference to the more detailed risk
factor for each summary
         risk factor.
6.       Disclose in this section each permission or approval that you, your
subsidiaries, or the
         VIEs are required to obtain from Chinese authorities to operate your
business and to offer
         the securities being registered to foreign investors. State whether
you, your subsidiaries, or
         VIEs are covered by permissions requirements from the China Securities
         Commission (CSRC), Cyberspace Administration of China (CAC) or any
         governmental agency that is required to approve the VIE   s
operations, and state
         affirmatively whether you have received all requisite permissions or
approvals and
         whether any permissions or approvals have been denied. Please also
describe the
         consequences to you and your investors if you, your subsidiaries, or
the VIEs: (i) do not
         receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
         permissions or approvals are not required, or (iii) applicable laws,
regulations, or
         interpretations change and you are required to obtain such permissions
or approvals in the
7.       In this section, provide a clear description of how cash is
transferred through your
         organization. Disclose your intentions to distribute earnings or
settle amounts owed under
         the VIE agreements. Provide us with a roll-forward of the    Amount
due to intercompany
 Jingbo Wang
Agora, Inc.LastNameJingbo Wang
August 10, NameAgora,
           2022        Inc.
Page 3 10, 2022 Page 3
FirstName LastName
         for the VIEs as of December 31, 2021. Describe any restrictions and
limitations on your
         ability to distribute earnings from the company, including your
subsidiaries and/or the
         consolidated VIEs, to the parent company and U.S. investors as well as
the ability to settle
         amounts owed under the VIE agreements. Quantify any cash flows and
transfers of other
         assets by type that have occurred between the holding company, its
subsidiaries, and the
         consolidated VIEs, and direction of transfer. Quantify any dividends
or distributions that a
         subsidiary or consolidated VIE have made to the holding company and
which entity made
         such transfer, and their tax consequences. Similarly quantify
dividends or distributions
         made to U.S. investors, the source, and their tax consequences. Your
disclosure should
         make clear if no transfers, dividends, or distributions have been made
to date. Describe
         any restrictions on foreign exchange and your ability to transfer cash
between entities,
         across borders, and to U.S. investors. Provide cross-references to the
         consolidating schedule and the consolidated financial statements.
8.       We note your tables beginning on page 61 that present the summary
         information. Please revise the schedule headings to refer to these
schedules as "selected
         condensed consolidating data" instead of    selected condensed
consolidated data   . Please
         revise to provide a roll-forward table for for Agora, Inc.'s    Share
of income/(loss) from
         VIE and VIE   s Subsidiaries    and "Investments in subsidiaries
and "Investments in
Risks Related to Our Corporate Structure
"If the PRC government deems that the contractual arrangements in relation to
the VIEs do not
comply with PRC regulatory restrictions...", page 33

9.       Revise your risk factors to acknowledge that if the PRC government
determines that the
         contractual arrangements constituting part of the VIE structure do not
comply with PRC
         regulations, or if these regulations change or are interpreted
differently in the future,
         your securities may decline in value or become worthless if the
determinations, changes,
         or interpretations result in your inability to assert contractual
control over the assets of
         your PRC subsidiaries or the VIEs that conduct all or substantially
all of your operations.
Risks Related to Doing Business in China
"Changes in the political and economic policies of the PRC government could
adversely affect
our business, operating results...", page 38

10.      Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to highlight separately the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your securities. Also,
given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
         control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
 Jingbo Wang
Agora, Inc.
August 10, 2022
Page 4
         cause the value of such securities to significantly decline or be
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Morgan Youngwood, Senior Staff Accountant at
202-551-3479 or
Stephen Krikorian, Accounting Branch Chief at 202-551-3488 with any questions.

FirstName LastNameJingbo Wang                                   Sincerely,
Comapany NameAgora, Inc.
                                                                Division of
Corporation Finance
August 10, 2022 Page 4                                          Office of
FirstName LastName