0000950170-23-014559 | 20-F | XBRL Viewer

^[1]

32,803

32,619

Property and equipment, net

7,326

8,801

Contract assets

634

962

Held-for-sale assets

17,004

Total current assets

485,479

797,686

Non-current assets:

12,946

19,194

Operating lease right-of-use assets

2,344

7,436

Intangible assets

2,727

6,697

Goodwill

31,928

56,142

Prepayment for land use right

94,159

53,925

168,244

2,888

3,919

Total non-current assets

315,236

147,313

Total assets

800,715

944,999

Current liabilities:

10,103

5,309

8,352

9,068

Current operating lease liabilities

1,867

2,435

1,932

3,957

Accrued expenses and other current liabilities

47,011

53,034

Held-for-sale liabilities

2,388

Total current liabilities

71,653

73,803

Non-current liabilities:

Long term payable

495

Long-term operating lease liabilities

340

3,452

Deferred tax liabilities

407

988

Total non-current liabilities

802

4,935

Total liabilities

72,455

78,738

Commitments and contingencies (Note 22)

Shareholders' equity

Additional paid-in-capital

1,134,704

1,099,369

Treasury shares at cost

(41,815)

Accumulated other comprehensive (loss) income

(7,994)

3,149

Accumulated deficit

(356,682)

(236,302)

Total shareholders' equity

728,260

866,261

Total liabilities, and shareholders' equity

800,715

944,999

Common Class A

Shareholders' equity

Ordinary shares

Common Class B

Shareholders' equity

Ordinary shares

$ 8

[1]	The allowance for current expected credit losses reflects the Company’s estimated probable incurred losses upon adoption of ASC 326. See Note 2(j) for the Company’s CECL policy.

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Common stock shares issued	462,477,527	449,635,423
Common stock shares outstanding	462,477,527	449,635,423
Common Class A
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	820,000,000	820,000,000
Common stock shares issued	386,297,589	373,455,485
Common stock shares outstanding	386,297,589	373,455,485
Common Class B
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	76,179,938	76,179,938
Common stock shares issued	76,179,938	76,179,938
Common stock shares outstanding	76,179,938	76,179,938

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Total revenues	$ 160,670	$ 167,982	$ 133,564
Cost of revenues	(61,247)	(63,975)	(47,199)
Gross profit	99,423	104,007	86,365
Operating expenses:
Research and development expenses	(114,502)	(110,666)	(49,494)
Sales and marketing expenses	(53,769)	(46,276)	(25,724)
General and administrative expenses	(38,671)	(30,326)	(18,010)
Total operating expenses	(206,942)	(187,268)	(93,228)
Other operating income	3,697	2,568	1,672
Impairment of goodwill	(11,941)
Loss from operations	(115,763)	(80,693)	(5,191)
Exchange (loss) gain	(5,021)	558	(66)
Interest income	9,636	8,353	2,704
Investment loss (including impairment)	(8,813)	(1,659)
Other Income		1,597
Loss before income taxes	(119,961)	(71,844)	(2,553)
Income taxes	(663)	(840)	(562)
Equity in income of affiliates	244	329
Net loss	(120,380)	(72,355)	(3,115)
Less: cumulative undeclared dividends on convertible redeemable preferred shares	0	0	(6,715)
Less: accretion on convertible redeemable preferred shares to redemption value	0	0	(193,466)
Net loss attributable to Agora, Inc.'s ordinary shareholders	(120,380)	(72,355)	(203,296)
Other comprehensive loss:
Foreign currency translation adjustments	(9,857)	1,307	2,929
Unrealized gain on debt securities	(1,286)	(99)
Total comprehensive loss attributable to Agora, Inc.'s ordinary shareholders	$ (131,523)	$ (71,147)	$ (200,367)
Net loss per share attributable to Agora, Inc.'s ordinary shareholders-basic	$ (0.27)	$ (0.16)	$ (0.76)
Net loss per share attributable to Agora, Inc.'s ordinary shareholders-diluted	$ (0.27)	$ (0.16)	$ (0.76)
Weighted average number of ordinary shares-basic	446,426,914	440,864,190	268,849,967
Weighted average number of ordinary shares-diluted	446,426,914	440,864,190	268,849,967
Share-based compensation expenses included in:
Share-based compensation	$ 32,363	$ 31,481	$ 11,974
Cost of revenues
Share-based compensation expenses included in:
Share-based compensation	906	879	357
Research and development expenses
Share-based compensation expenses included in:
Share-based compensation	18,055	19,737	5,312
Sales and marketing expenses
Share-based compensation expenses included in:
Share-based compensation	6,140	4,843	2,061
General and administrative expenses
Share-based compensation expenses included in:
Share-based compensation	7,262	6,022	4,244
Real-time engagement service revenues
Total revenues	152,886	159,943	131,149
Other revenues
Total revenues	$ 7,784	$ 8,039	$ 2,415

Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Private Placement	Initial Public Offering Including Over Allotment Option [Member]	Common Class A	Common Class B	Ordinary shares	Ordinary shares Common Class A	Ordinary shares Common Class A Restricted Stock Units (RSUs)	Ordinary shares Common Class A Private Placement	Ordinary shares Common Class A Initial Public Offering Including Over Allotment Option [Member]	Ordinary shares Common Class B	Treasury shares at cost	Additional paid-in capital	Additional paid-in capital Restricted Stock Units (RSUs)	Additional paid-in capital Private Placement	Additional paid-in capital Initial Public Offering Including Over Allotment Option [Member]	Accumulated other comprehensive income (loss)	Accumulated deficit
Beginning balance (in shares) at Dec. 31, 2019						119,074,382
Beginning balance at Dec. 31, 2019	$ (127,292)					$ 12											$ (988)	$ (126,316)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of restricted shares (Note 18)	0
Vesting of restricted shares (Note 18) (in shares)						2,805,556
Share-based compensation expense (Note 18)	8,521												$ 8,521
Conversion of ordinary shares to Class A and Class B Ordinary Shares (in shares)						(121,879,938)	45,700,000				76,179,938
Conversion of ordinary shares to Class A and Class B Ordinary Shares	0					$ (12)	$ 4				$ 8
Accretion on convertible redeemable preferred shares to redemption value (Note 16)	(193,465)												(158,949)					(34,516)
Conversion of convertible redeemable preferred shares to Class A ordinary shares (Note 17) (in shares)							182,917,991
Conversion of convertible redeemable preferred shares to Class A ordinary shares (Note 17)	483,436						$ 18						483,418
Issuance of Class A ordinary shares (in shares)									22,000,000	80,500,000
Issuance of Class A ordinary shares		$ 110,000	$ 373,638						$ 2	$ 8					$ 109,998	$ 373,630
Net (loss) income	(3,115)																	(3,115)
Foreign currency translation adjustments	2,929																2,929
Shares issued as part of an acquisition (in shares)							84,634
Shares issued as part of an acquisition (Note 3)	$ 850												850
Exercise of options (in shares)	7,632,431						7,632,431
Exercise of options	$ 961						$ 1						960
Ending balance (in shares) at Dec. 31, 2020							338,835,056				76,179,938
Ending balance at Dec. 31, 2020	656,463						$ 33				$ 8		818,428				1,941	(163,947)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of restricted shares (Note 18)	78													$ 78
Vesting of restricted shares (Note 18) (in shares)								384,585
Share-based compensation expense (Note 18)	25,645												25,645
Accretion on convertible redeemable preferred shares to redemption value (Note 16)	0
Issuance of Class A ordinary shares (in shares)									20,000,000
Issuance of Class A ordinary shares		$ 249,950							$ 2						$ 249,948
Net (loss) income	(72,355)																	(72,355)
Foreign currency translation adjustments	1,307																1,307
Settlement of VPP (Note 18)	3,512												3,512
Unrealized gain on debt securities	$ (99)																(99)
Exercise of options (in shares)	14,235,844						14,235,844
Exercise of options	$ 1,760						$ 2						1,758
Ending balance (in shares) at Dec. 31, 2021	449,635,423			373,455,485	76,179,938		373,455,485				76,179,938	(0)
Ending balance at Dec. 31, 2021	$ 866,261						$ 37				$ 8		1,099,369				3,149	(236,302)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense (Note 18)	27,851												27,851
Accretion on convertible redeemable preferred shares to redemption value (Note 16)	0
Net (loss) income	(120,380)																	(120,380)
Foreign currency translation adjustments	(9,857)																(9,857)
Settlement of VPP (Note 18)	5,727												5,727
Share repurchase (Note 17) (in shares)												(35,839,004)
Share repurchase (Note 17)	(41,815)											$ (41,815)
Unrealized gain on debt securities	$ (1,286)																(1,286)
Exercise of options (in shares)	10,511,776						10,511,776
Exercise of options	$ 858						$ 1						857
Settlement of bonus liability with immediately vested RSUs (in shares)							2,330,328
Settlement of bonus liability with immediately vested RSUs	$ 901						$ 1						900
Ending balance (in shares) at Dec. 31, 2022	462,477,527			386,297,589	76,179,938		386,297,589				76,179,938	(35,839,004)
Ending balance at Dec. 31, 2022	$ 728,260						$ 39				$ 8	$ (41,815)	$ 1,134,704				$ (7,994)	$ (356,682)

Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Cash flows from operating activities:

Net loss

$ (120,380)

$ (72,355)

$ (3,115)

Share-based compensation expense

32,363

31,481

11,974

Allowance for current expected credit losses

5,391

^[1]

4,828

^[1]

1,365

Depreciation of property and equipment

9,497

8,281

4,460

Amortization of intangible assets

2,322

1,933

Deferred tax expense (benefit)

(336)

238

378

Amortization of right-of-use asset and interest on lease liabilities

4,064

3,724

Change in the fair value of investments

330

1,064

Interest income on debt securities

(401)

(295)

Equity in income of affiliates

(244)

(329)

Impairments of long-term investments

8,277

626

Impairment of goodwill

11,941

Return on investment from equity affiliates

329

Changes in assets and liabilities, net of effect of acquisition:

Accounts receivable

(8,033)

(8,513)

(11,154)

Contract assets

(564)

(240)

(515)

(907)

(5,140)

3,146

(128)

(692)

5,526

(734)

1,755

1,371

878

335

Operating lease liabilities

(391)

155

(450)

(4,212)

(3,995)

Deferred income

402

(102)

Accrued expenses and other liabilities

(1,934)

14,061

6,848

Net cash (used in) generated from operating activities

(52,380)

(20,000)

6,564

Cash flows from investing activities:

Purchase of short-term investments

(563,436)

(504,563)

(522,730)

Proceeds from sale and maturity of short-term investments

646,687

558,618

Purchase of long-term investments

(58,818)

(48,843)

Purchase of property and equipment

(4,123)

(12,211)

(12,878)

Prepayment for a long-term investment

(1,949)

Withdrawal of long-term investments

2,113

Deposit for land use right purchase

(34,159)

Withdrawal of deposit for land use right purchase

34,159

Prepayment for land use rights purchase

(171,592)

Purchase of intangible assets

(263)

Cash received from (paid for) an acquisition

(50,566)

556

Return of investment from equity affiliates

138

Advance payment received for business disposal

7,000

Net cash used in investing activities

(144,062)

(57,690)

(535,052)

Cash flows from financing activities:

Proceeds from the private placement, net of issuance costs paid

249,950

Proceeds from the initial public offering and concurrent private placement, net of underwriter discounts and commissions and other offering costs paid

483,628

Proceeds from exercise of employees' share options

1,096

2,042

Payment of financing cost

(2,111)

(55)

Deposits received for business disposal

1,000

Net cash (used in) provided by financing activities

(41,150)

251,937

533,638

Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash

(918)

279

465

Net (decrease) increase in cash, cash equivalents and restricted cash

(238,510)

174,526

5,615

Cash balance recorded in held-for-sale assets

1,488

Cash, cash equivalents and restricted cash at beginning of year

285,824

111,298

105,683

Cash, cash equivalents and restricted cash at end of year

45,826

285,824

111,298

Supplemental disclosure of cash flow information:

Income taxes paid

966

742

Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities

4,212

3,995

Right-of-use assets obtained in exchange for operating lease obligations

198

4,300

Non-cash financing and investing activities:

Accretion to redemption value of convertible redeemable preferred shares

193,466

Payables for property and equipment

227

373

2,293

Consideration payable for the acquisition

4,603

3,150

Proceeds receivable from exercise of employees' share options

329

612

Deposits utilized for employees' share option exercises

(339)

Payables for long-term investment

5,490

Payables for deferred financing cost

$ 2,234

Payables for treasury shares, at cost

680

Class A Ordinary Shares

Cash flows from financing activities:

Repurchase of Class A ordinary shares

$ (41,135)

Series C+ Preferred Stock

Cash flows from financing activities:

Proceeds from issuance of Series C+ convertible redeemable preferred shares, net of issuance costs of nil

$ 50,000

[1]	The allowance for current expected credit losses reflects the Company’s estimated probable incurred losses upon adoption of ASC 326. See Note 2(j) for the Company’s CECL policy.

Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Series C Plus Convertible Redeemable Preferred Stock [Member]
Payments of stock issuance costs	$ 0

Organization and Nature of Operations

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Operations

(a)

Principal Activities

Agora, Inc. (the “Company”), an exempted company with limited liability, was incorporated in Cayman Islands on November 29, 2013. The Company, through its consolidated subsidiaries and variable interest entities (“VIEs”) (collectively referred to as the “Group”) engages primarily in providing Real-Time Engagement Platform-as-a-Service (“RTE-PaaS”), which offers developers software tools to embed real-time video, voice and messaging capabilities into their applications without the need to create and maintain the underlying infrastructure themselves. The Group’s real-time engagement products are delivered through its Software-Defined Real-Time Network (“SD-RTN”), which is a virtual network overlay on top of the public internet. The Group’s principal operation and geographic market is in the People’s Republic of China (“PRC”) and the United States.

(b)

Reorganization and acquisitions

The Group commenced its operations in 2014 through Agora Lab, Inc. and Shanghai Zhaoyan Network Technology Co., Ltd. (“Zhaoyan”), both of which were established and controlled by Bin (Tony) Zhao (the “Founder”). In December 2014, Agora IO, Inc was formed as part of a reorganization through which the Company, Agora IO, Inc and their respective shareholders entered into a share swap arrangement resulting in the Company along with its subsidiary, Agora Lab, Inc., becoming Agora IO, Inc’s subsidiaries. Further, Agora IO Hongkong Limited and Shanghai Dayin Network Technology Co., Ltd. (“Dayin”) were established. The Group then entered into a series of contractual arrangements among Dayin, Zhaoyan and Zhaoyan’s shareholders in June 2015, and thereafter Zhaoyan became the variable interest entity of the Group (collectively referred to as the “Historical Reorganization”).

In January 2020, the Group underwent another reorganization (the “Corporate Reorganization”) which ultimately resulted in Agora, Inc. becoming the parent company of the Group and the issuer in connection with its planned initial public offering in the United States in the following steps:

First, Agora IO, Inc contributed 100% of the shares of Agora IO Hongkong Limited into Agora, Inc., after which Agora, Inc. held 100% of the equity securities of Agora IO Hongkong, Limited. Second, the Company obtained shares of Agora IO, Inc by having the shareholders swap their current Agora IO, Inc shares for the same number of shares in Agora, Inc., which mirrored the restrictions, rights, preferences and privileges as stipulated in the current shareholder agreements governing Agora IO, Inc. Agora IO, Inc became a wholly owned subsidiary of Agora, Inc., and in return, the shareholders of Agora IO, Inc became shareholders of Agora, Inc. As a result of the Corporate Reorganization, Agora, Inc. became wholly owned by the former shareholders of Agora IO, Inc while Agora IO, Inc became wholly owned by Agora, Inc.

The Corporate Reorganization was completed on January 19, 2020. Through the Historical Reorganization and the Corporate Reorganization, the Group’s business continued to be carried out by Agora Lab, Inc. and Zhaoyan without a change in control. The Historical Reorganization and the Corporate Reorganization were accounted for as transactions under common control and therefore, the carryover basis was used to record assets and liabilities of Agora Lab, Inc. and Zhaoyan using historical costs for all periods presented as if the current corporate structure after the Corporate Reorganization had existed as of the beginning of the earliest period presented in the consolidated financial statements to reflect the final shares issued in the Corporate Reorganization. After the completion of the Corporate Reorganization, the Group’s consolidated financial statements include the financial statements of the Company, its subsidiaries and the consolidated VIE (Zhaoyan).

During 2020, the Company established Shanghai Jiyin Network Technology Co., Ltd. to further develop their business in the PRC.

On November 27, 2020, the Company acquired 100% equity interests of Netless, a real-time interactive whiteboard solution provider, from its shareholders for a cash and share consideration totaling to $4 million (Note 3).

On February 28, 2021, the Company acquired 100% equity interests of Easemob, providing instant messaging APIs and customer engagement cloud services in China, from its shareholders for a cash consideration totaling to $53.4 million (Note 3). There was a consolidated variable interest entity within the Easemob group structure that was acquired as part of the transaction, but the related financial statement balances and business volume are not material. On December 14, 2022, the Group entered into a definitive agreement to sell the customer engagement cloud business of Easemob to a third party, which was subsequently completed on February 1, 2023 (Note 15).

The Company’s principal subsidiaries and VIEs as of December 31, 2022 are as follows:


Principal Subsidiaries:	Date of Incorporation	Place of Incorporation	Percentage of direct/indirect economic interest			Principal Activities
Agora Lab, Inc.	January 13, 2014	California, United States		100	%	Provision of services
API Investment Limited (formerly known as Agora IO, Inc)	December 2, 2014	Cayman Islands		100	%	Investment holding
Shengwang Hongkong Limited (formerly known as Agora IO Hongkong Limited)	December 12, 2014	Hong Kong		100	%	Investment holding
Shanghai Dayin Network Technology Co., Ltd. (“Dayin”)	April 30, 2015	PRC		100	%	Provision of services
Shanghai Shengwang Technology Co., Ltd. (“Shengwang”, formerly known as Shanghai Jiyin Network Technology Co., Ltd.)	May 26, 2020	PRC		100	%	Provision of services
Agora.IO Ltd	July 25, 2019	United Kingdom		100	%	Investment holding
Agora IO Singapore PTE. Ltd.	November 4, 2020	Singapore		100	%	Provision of services
Agora Labs India Private Limited	December 29, 2021	India		100	%	Provision of services
Beijing Yizhang Yunfeng Technology Co., Ltd (“Beijing Easemob”)	April 27, 2013	PRC		100	%	Provision of services
VIEs:
Shanghai Zhaoyan Network Technology Co., Ltd. (“Zhaoyan”)	March 28, 2014	PRC		100	%	Provision of services
Beijing Zhonghuan Chuanyin Technology Co., Ltd. (“Zhonghuan”)	April 22, 2020	PRC		100	%	Provision of services

(c)

Consolidated Variable Interest Entities

In order to comply with the PRC laws and regulations which prohibit or restrict foreign control of companies involved in the internet sector, the Group operates its businesses in the PRC through its VIEs. The Company obtained a controlling financial interest in the VIEs by entering into a series of contractual arrangements with the VIEs and the legal shareholders who are also referred to as nominee shareholders. These nominee shareholders are the legal owners of the VIEs. However, the rights of those nominee shareholders have been transferred to the Company through a series of contractual arrangements.

The principal terms of the contractual arrangements entered into by and among the Group’s wholly foreign owned enterprises, Dayin, Beijing Easemob, collectively known as “the WFOEs”, the VIEs and the nominee shareholders of VIEs are described below:

Exclusive Technology Consulting and Services Agreement

Under the Exclusive Technology Consulting and Services Agreement between the WFOEs and the VIEs, the WFOEs have the exclusive right to provide the VIEs consulting services related to, among other things, information consulting, assisting in information collection and market research, and providing training to personnel. The WFOEs have the exclusive ownership of intellectual property rights created as a result of the performance of this agreement. Zhaoyan shall pay to Dayin an annual service fee, which may only be adjusted with the approval of Dayin and Shengwang Hongkong Limited and (b) Zhonghuan Chuanyin shall pay Easemob services fees based on the services it provides with the amount determined and requested by Easemob.

Unless otherwise agreed pursuant to the agreement, the agreement will remain effective until the earlier of: (1) the end of a ten-year term, which will automatically extend annually unless Dayin provides 30 days’ prior written notice to Zhaoyan; (2) Dayin terminates the agreement because of Zhaoyan’s breach of the agreement; and (3) termination of the term of operation of Zhaoyan. Unless otherwise agreed pursuant to the agreement, the agreement between Beijing Easemob and Zhonghuan will remain effective until the earlier of (a) notice termination from Beijing Easemob to Zhonghuan and (b) the termination of operation of Zhonghuan.

For the years ended December 31, 2020, 2021 and 2022, the service fees charged by the WFOEs to the VIEs pursuant to the above agreements is US$53.8 million, US$12.7 million and US$8.0 million, respectively.

Voting Rights Proxy Agreement and Irrevocable Powers of Attorney

Under the Voting Rights Proxy Agreement, by and among the WFOEs, the VIEs and each of the shareholders of the VIEs, and the related irrevocable powers of attorney executed by the VIESs’ shareholders pursuant to the Voting Rights Proxy Agreement, each of the shareholders of the VIEs irrevocably granted the WFOEs’ designated representative full power of attorney to exercise his or her rights as a shareholder of the VIEs including rights to convene and attend shareholders’ meeting, nominate and elect directors, and appoint and dismiss the senior management of the VIEs.

Unless otherwise agreed pursuant to the Voting Rights Proxy Agreement in respect of Zhaoyan, it will remain effective until the earlier of: (1) the end of a ten-year term, which will automatically extend annually unless Dayin provide 30 days’ prior written notice to Zhaoyan; (2) the termination of the term of operation of Zhaoyan. As agreed by the relevant parties, the Voting Rights Proxy Agreement in respect of Zhonghuan is irrevocable and shall remain effective until the earlier of (a) written agreement among the parties on the termination of the Voting Rights Proxy Agreements; (b) any of its Registered Shareholders transfers all equity interest in Zhonghuan as approved by Beijing Easemob; and (c) the termination of operation of Zhonghuan. The related irrevocable powers of attorney will remain effective until the expiration or early termination of the Voting Rights Proxy Agreement.

Share Pledge Agreement

Pursuant to the Share Pledge Agreement, among the WFOEs, the VIEs and the VIEs’ shareholders, the shareholders of the VIEs pledged all of their equity interests in the VIEs to the WFOEs to guarantee their and the VIEs’ performance of their obligations under the contractual arrangements. In the event of a breach by the VIEs or the VIEs’ shareholders of contractual obligations under these agreements, the WFOEs, as pledgee, will be entitled the right to dispose of the pledged equity interests in the VIEs. The shareholders of the VIEs also undertakes that, during the term of the share pledge agreement, without the prior written consent to the WFOEs, they shall not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests. Zhaoyan’s shareholders shall also not increase the registered capital of Zhaoyan; if there is any increased registered capital pursuant to the terms of this agreement, such increased registered capital would also be deemed as pledged equity interest. Following the terms of the Share Pledge Agreement, the shareholders of Zhaoyan have registered the pledge at the SAMR on July 29, 2015. The pledge will remain binding until Zhaoyan and their shareholders discharge all their obligations under the contractual arrangements and the de-registration at SAMR is completed. The pledge registration for Zhonghuan’s shareholders was completed in March 2022 pursuant to PRC laws and regulations.

Exclusive Option Agreement

Pursuant to the Exclusive Option Agreement, among the WFOEs, the VIEs and the VIEs’ shareholders, each of the shareholders of the VIEs irrevocably granted the WFOEs an exclusive option to purchase, or have its designated person to purchase, at its discretion, to the extent permitted under PRC law, all or part of their equity interests in the VIEs, and the purchase price shall be (a) the registered capital of Zhaoyan pro rata to Zhaoyan’s shareholders’ shareholdings or the lowest price permitted by applicable PRC law in respect of the Exclusive Option Agreement entered into by, among others, Zhaoyan and Dayin and (b) the lowest price as permitted by the applicable PRC laws in respect of the Exclusive Option Agreement entered into by, among others, Zhonghuan and Beijing Easemob. The shareholders of the VIEs undertake that, without the prior written consent of the WFOEs, they shall not, among other things, increase or decrease the registered capital of the VIEs, dispose of its assets, incur any debts or guarantee liabilities, terminate any material agreements or enter into any agreements that are in conflict with any of the existing material agreements, distribute or vote to distribute any profits, interests or dividends, amend its articles of association or provide any loans to third parties.

Unless otherwise agreed pursuant to the agreement, the Exclusive Option Agreement between Dayin and Zhaoyan will remain effective until the earliest of: (1) the end of a ten-year term that is automatically extended annually unless Dayin gives Zhaoyan a termination notice 30 days before the term ends; (2) all equity interests in Zhaoyan held by Zhaoyan’s shareholders are transferred or assigned to Dayin or its designated representatives; and (3) the termination of the term of operation of Zhaoyan. The Exclusive Option Agreements between Beijing Easemob and Zhonghuan will remain effective until the earliest of: (a) all equity interests in Zhonghuan held by its shareholders are transferred or assigned to Beijing Easemob or their designated representatives; and (b) other terms and conditions specified under each Exclusive Option Agreements.

Loan Agreement

As part of the Contractual Arrangements between Beijing Easemob and Zhonghuan, the relevant Registered Shareholders entered into a loan agreement with Beijing Easemob and Zhonghuan, pursuant to which Beijing Easemob agreed to provide loans to the Registered Shareholders of Zhonghuan, to be used exclusively as investment in Zhonghuan. The loans must not be used for any other purposes without Easemob’s prior consent.

Subject to an absolute discretion by Beijing Easemob to accelerate the maturity date, the maturity date of the loan will be the earliest of (a) the end of a ten-year term, (b) the termination of operation of Zhonghuan or Beijing Easemob, or (d) any time determined by Beijing Easemob with a 30 days’ prior written notice in compliance with relevant laws and regulations.

After Beijing Easemob, the lender, exercises its exclusive call option under the Exclusive Option Agreement, each of the two borrowers shall, as permitted under the applicable laws, repay the loan by transferring all of his equity interest in Zhonghuan to Beijing Easemob or representatives designated by Beijing Easemob, and use the proceeds of such transfer as repayment of the loan. Under the circumstances that the proceeds of such transfer is higher than the principal of the loan under the Loan Agreement, any surplus is considered interest for the loan.

The contractual arrangements above cannot be unilaterally terminated. Management concluded that the Company, through the WFOEs and the contractual arrangements, has the power and control to direct the activities that most significantly impact the VIEs’ economic performance, bears the risks and enjoys the rewards normally associated with ownership of the VIEs, receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks and expected losses from the VIEs as if it was their sole shareholder and therefore the Company is the ultimate primary beneficiary of the VIEs. As such, the Group consolidates the financial results of the VIEs which are prepared in accordance with the basis of presentation as stated in Note 2 below.

The following financial information sets forth the assets, liabilities, results of operations and changes in cash flows of the consolidated VIEs and the VIEs’ subsidiaries as of December 31, 2021 and 2022 and for the years ended December 31, 2020, 2021 and 2022, which was included in the accompanying consolidated financial statements of the Group:


	As of December 31,
	2021		2022
	(US$ thousand)
Assets
Current assets:
Cash and cash equivalents	$	2,786	$	2,135
Short-term investments		7,547		10,359
Accounts receivable, net		24,625		21,739
Amounts due from related parties		10,109		2,338
Prepayments and other current assets		1,259		424
Held-for-sale assets (1)	—			82
Total current assets		46,326		37,077
Non-current assets:
Property and equipment, net		7,639		4,025
Long-term investments		16,919		8,500
Operating lease right-of-use assets		766		442
Intangible assets		231		151
Other non-current assets		312		2,048
Total non-current assets		25,867		15,166
Total assets	$	72,193	$	52,243
Liabilities
Current liabilities:
Accounts payable		3,751		8,129
Amounts due to related parties		44,394		54,210
Advances from customers		1,491		2,348
Taxes payable		241		336
Current operating lease liabilities		459		294
Accrued expenses and other current liabilities		15,721		11,299
Total current liabilities		66,057		76,616
Non-current liabilities:
Long term payable		228		19
Long-term operating lease liabilities		305		134
Deferred tax liabilities		43		32
Total non-current liabilities		576		185
Total liabilities	$	66,633	$	76,801

(1)

Held-for-sale assets was related to Zhonghuan Chuanyin, which was disposed subsequently in connection with the Group’s selling its customer engagement cloud business of Easemob to a third party (Note 15).


	Year Ended December 31
	2020		2021			2022
			(US$ thousand)
Third-party revenues	115,254			114,617			85,686
Inter-company revenues		577	—			—
Net (loss) income		1,247		(5,660	)		(32,039	)


	Year Ended December 31
	2020			2021			2022
				(US$ thousand)
Net cash and cash equivalents generated from operating activities		3,918			15,740			12,478
Net cash and cash equivalents used in investing activities		(18,865	)		(15,316	)		(13,057	)
Cash balance recorded in held-for-sale assets	—			—				(72	)

The Company obtained a controlling financial interest in the VIEs by entering into the series of contractual arrangements through the WFOEs As a result of these aforementioned contractual agreements, the Company has the power to direct activities of the VIEs that most significantly affects its economic performance and receives the economic benefits from the VIE that could be significant to them. Accordingly, the WFOEs are entitled to substantially all of the economic benefits from the VIEs and are obligated to absorb all of the VIEs’ expected losses and therefore the Company has determined that it is the primary beneficiary of the VIEs. As a result, the Company has consolidated the VIEs results of operations and assets and liabilities in the Company’s consolidated financial statements in accordance with US GAAP. The Company considers that there is no asset in the VIEs that can be used only to settle obligations of the VIEs, except for registered capital, as of December 31, 2021 and 2022. As the VIEs were formed as a limited liability company under the PRC Company Law, the creditors do not have recourse to the general credit of the Company for all the liabilities of the VIEs.

There is currently no contractual arrangement that would require the Company to provide additional financial support to the VIEs. As the Group is conducting certain businesses in the PRC through the VIEs, the Group may provide additional financial support on a discretionary basis in the future, which could expose the Group to a loss.

There is no variable interest entity where the Company has variable interest but is not the primary beneficiary.

The Chairman and CEO owns the majority of the voting shares of the Company. The Chairman and CEO along with a small number of other employees, together the nominee shareholders, own the majority of the voting shares of the VIEs respectively. The enforceability, and therefore the benefits, of the contractual agreements between the Company and the VIE depend on these individuals enforcing the contracts. There is a risk that the benefits of ownership between the Company and the VIE may not be aligned in the future. Given the significance and importance of the VIEs, there would be a significant negative impact to the Company if these contracts were not enforced.

The Group’s operations depend on the VIEs to honor their contractual agreements with the Group and the Company’s ability to control the VIEs also depends on the authorization by the shareholders of the VIEs to exercise voting rights on all matters requiring shareholder approval in the VIEs. The Company’s PRC legal counsel is of the view that the contractual arrangements among the VIEs’ shareholders, the VIEs and WFOEs are valid, binding and are legally enforceable.

The Company’s ability to control the VIEs also depend on the voting rights proxy and the effect of the share pledge under the Share Pledge Agreements and the WFOEs have to vote on all matters requiring shareholders’ approval in the VIEs. While this voting right proxy is legally enforceable in the view of the Company’s PRC legal counsel, it may not be as effective as direct equity ownership.

Principal Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Principal Accounting Policies

(a)

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The Corporate Reorganization was a recapitalization with no substantial changes in the shareholding of the Company. Accordingly, the accompanying consolidated financial statements have been prepared as if the current corporate structure had been in existence throughout the periods.

Principal accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below.

(b)

Basis of Consolidation

The Group’s consolidated financial statements include the financial statements of the Company, its subsidiaries and the VIEs for which the Company is the primary beneficiary. All transactions and balances among the Company, its subsidiaries, and the VIEs have been eliminated upon consolidation.

A subsidiary is an entity in which the Company, directly or indirectly: (1) controls more than one half of the voting power; (2) has the power to appoint or remove the majority of the members of the board of directors; (3) casts a majority of votes at the meeting of the board of directors; or (4) governs the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

The Company applies the guidance codified in Accounting Standard Codification (“ASC”) 810, Consolidations, which contains guidance of accounting for VIEs. The guidance requires certain variable interest entities to be consolidated by the primary beneficiary of the entity in which it has a controlling financial interest. A consolidated VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity.

(c)

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets, long-lived assets and liabilities at the balance sheet dates, and the reported revenues and expenses during the reporting periods in the consolidated financial statements and accompanying notes. The Company believes that the valuation of the Company’s preferred shares, share-based awards, acquired intangible assets and goodwill, long-term investments, and the determination of allowance for current expected credit losses reflect more significant judgments and estimates used in the preparation of its consolidated financial statements. Estimates are based on historical experiences and on various assumptions that the Company believes are reasonable under current circumstances. However, changes in circumstances, facts and experience may cause the Company to revise its estimates; therefore, actual results could differ materially from those estimates.

(d)

Functional Currencies and Foreign Currency Translation

The Group uses U.S. dollars (“US$”) as its reporting currency. The functional currency of the Company and its subsidiaries incorporated outside of PRC is US$, while the functional currency of the PRC entities in the Group is Renminbi (“RMB”) as determined based on the criteria of ASC 830, Foreign Currency Matters.

Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Financial assets and liabilities denominated in other than the functional currency are re-measured at the balance sheet date exchange rate. The resulting exchange differences are recorded in the consolidated statements of comprehensive loss as foreign exchange related gain or loss.

The financial statements of the Group’s entities using functional currency other than US$ are translated from the functional currency to the reporting currency, US$. Assets and liabilities of the Group’s subsidiaries incorporated in PRC are translated into US$ at balance sheet date exchange rates, while income and expense items are translated at average exchange rates prevailing during the fiscal year, representing the index rates stipulated by the People’s Bank of China. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as accumulated other comprehensive loss on the consolidated financial statement.

(e)

Concentration of Credit Risk

Financial instruments that potentially subject the Group to concentration of credit risk consist of cash and cash equivalents, short-term investments and accounts receivable.

The Group deposits its cash and cash equivalents and short-term investments in the various jurisdictions that they operate in. The deposits are with major reputable financial institutions which the Group believes that there is no significant credit risk. As of December 31, 2022, the Group has US$468.3 million in cash and cash equivalents, restricted cash, short-term investments, long-term investments and held-for-sale assets, among which 49%, 34%, 16% and 1% is held by financial institutions in the Hong Kong, Singapore, PRC, and other international financial institutions as of December 31, 2022, respectively. The Group continues to monitor the financial strength of the financial institutions.

The Group has not experienced any significant recoverability issue with respect to its accounts receivable. The Group assesses the credit worthiness of each customer when providing services and may require the customers to make advance payments or a deposit before the services are rendered. The Group typically offer payment terms of 30 to 60 days to its customers, but can be longer for select qualified customers. The Group also periodically determines an allowance for credit losses based on the accounting policy indicated in Note 2(j) - Accounts Receivable.

The following table summarizes customers with greater than 10% of the accounts receivables:

* Less than 10%

No individual customer accounted for more than 10% of revenues for the years ended December 31, 2020, 2021 and 2022.

(f)

Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value include:

•

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

•

Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities.

•

Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

The Company’s financial instruments include cash and cash equivalents, accounts receivable, certain prepayments and other current assets, accounts payable, certain accrued expenses and other current liabilities, whose carrying amounts approximate their fair values due to the short-term maturity of these instruments. The Company measures equity method investments at fair value on a non-recurring basis only if an impairment charge were to be recognized. Equity investments accounted for using the measurement alternative are generally not categorized in the fair value hierarchy. However, if equity investments without readily determinable fair values were remeasured during the periods presented, they would be classified within Level 3 in the fair value hierarchy based on the nature of the fair value inputs.

Short-term investment in equity investment in a publicly traded security is categorized as Level 1 under the fair value hierarchy and their fair value is based on quoted stock prices in active markets.

Short-term and long-term investments in financial products are categorized as Level 2 under the fair value hierarchy and their fair values are based on quoted prices or other observable inputs in active markets.

The fair value of debt securities is measured using Level 3 inputs within the fair value hierarchy. In determining the fair value, the Company utilizes a combination of the income and market approach, which requires management to use unobservable inputs such as the probabilities of various exit scenarios to the investment, the trailing multiple of selected peer companies, the discount for lack of marketability and a yield-to-maturity discount rate. These unobservable inputs and resulting fair value estimates may be affected by unexpected changes in future market or economic conditions.

The following table sets forth the Group’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:


	As of December 31, 2021
	Level 1		Level 2		Level 3		Balance at Fair value
	(US$ thousand)
Short-term investments — financial products issued by banks		—		10,359		—		10,359
Short-term investment — equity investment in a publicly traded security		14,143		—		—		14,143
Long-term investments — financial products issued by banks		—		39,000		—		39,000
Long-term investments — debt security		—		—		4,309		4,309


	As of December 31, 2021
	Level 1		Level 2		Level 3		Balance at Fair value
	(US$ thousand)
Short-term investments — financial products issued by banks		—		20,168		—		20,168
Long-term investments — debt security		—		—		5,196		5,196

The following table provides information about the reconciliation of the Level 3 fair value measurement of available-for-sale debt securities for the periods indicated:


	US$ thousand
Fair value of Level 3 investments as at December 31, 2020	—
New addition		5,000
Interest income and change in fair value of the investments		196
Fair value of Level 3 investments as at December 31, 2021		5,196
New addition	—
Interest income and change in fair value of the investments		(887	)
Fair value of Level 3 investments as at December 31, 2022		4,309

Management determined the fair value of these Level 3 investments based on a combination of income and market approach using various unobservable inputs such as a price-to-sales (“P/S”) ratio based on said ratio for selected peer companies, a lack of marketability discount rate, a discount rate based on the yield-to- maturity for debt instruments with similar terms and probabilities of various exit scenarios to the investment. The significant unobservable inputs adopted in the valuation as of December 31, 2022 are as follows:


Selected P/S ratio		5.68x
Discount rate		11%
Probability of exit events		Liquidation scenario: 10% Redemption scenario: 30% IPO scenario: 60%
Lack of marketability discount		13%

(g)

Cash and Cash Equivalents

Cash and cash equivalents include cash in bank, money market funds and time deposits placed with banks which have original maturities of three months or less at the time of purchase and are readily convertible to known amounts of cash. The Company’s money market funds are classified as cash equivalent as it meet all of the qualifying criteria: (1) A fund’s policies include a provision that requires the weighted average maturity of the fund’s securities holdings not to exceed 90 days; (2) The investor has the ability to redeem the fund’s shares daily in accordance with its cash management policy; (3) The fund’s investment attributes are consistent with the investment attributes of an SEC-registered money market fund. As of December 31, 2021 and 2022, the amount of cash equivalents was nil million and US$21.9 million in the consolidated balance sheets, respectively.

(h)

Restricted Cash

The Group’s restricted cash mainly represents secured deposits held in designated bank accounts to secure a letter of credit and is included within prepayments and other current assets. See Note 5—Prepayments and Other Current Assets.

(i)

Short-term Investments

Short-term investments are comprised of (i) held-to-maturity investments such as time deposits, which have a due date that is longer than three months but within one year and is stated at amortized cost; (ii) investments in financial products issued by banks or other financial institutions, which contain a fixed or variable interest rate and with original maturities between three months and one year and; (iii) structured deposits issued by certain banks whose interest is indexed to the fluctuation of gold prices or foreign exchange rates, with original maturities between three months and one year with banks in the PRC. The Company measures the short-term investments in financial products issued by banks at fair value using the quoted subscription or redemption prices published by these banks.

These investments are stated at fair value. Changes in the fair value are reflected in the consolidated statements of comprehensive loss. There was no other-than-temporary impairment of short-term investments measured at amortized cost for the years ended December 31, 2020, 2021 and 2022.

(j)

Accounts Receivable, net

Accounts receivable are stated at the amount management expects to collect from customers based on their outstanding invoices.

On January 1, 2021, the Company adopted ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”), which creates an impairment model that is based on expected losses rather than incurred losses. The Group used a modified retrospective approach, and the cumulative-effect to retained earnings was immaterial. To estimate the allowance for current expected credit losses (“CECL”), the Company has identified the relevant risk characteristics of its customers and the related receivables and other receivables which include but are not limited to geographic region and industry. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Company considers the past collection history, future forecasts and macroeconomic factors. Other key factors that influence the CECL analysis include industry-specific factors and certain qualitative adjustments that could impact the Company’s receivables. This is assessed at each period end based on the Company’s specific facts and circumstances. There have been no significant impact of changes in the assumptions since adoption.

(k)

Property and Equipment, net

Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives, taking into account any estimated residual value. Expenditures for maintenance and repairs are expensed as incurred.

The estimated useful lives of property and equipment are as follows:


		Estimated Useful Lives
Electronic equipment		3 – 5 years
Furniture, computers and office equipment		3 years
Network equipment		3 years
Leasehold improvements		Shorter of the lease term or the estimated useful life
Self-developed software		3 – 5 years

(l)

Long-term investments

The Company’s long-term investments include equity investments accounted for using the measurement alternative, debt securities, financial products issued by bank over one year and equity investments accounted for using the equity method.

For equity investments which the Company cannot exercise significant influence and does not have a readily determinable fair value, the Company has elected to apply the measurement alternative and recorded these investments at cost, less impairment, and plus or minus subsequent adjustments for observable price changes, in accordance with ASC topic 321 – Investments – Equity Securities (“ASC 321”). Under this measurement alternative, changes in the carrying value of the equity investments are required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer.

The Company’s long-term debt security is a convertible debt instrument issued by a private company and is reported at fair value. Interest income is recognized in earnings, and unrealized gains and losses in the carrying amount of these the debt security is recognized in other comprehensive income. Upon sale, realized gains and losses are reported in net income. An impairment loss on debt investments, if any, is recognized in earnings when the decline in value is determined to be other-than-temporary.

The Company’s long-term investment in financial products issued by banks contain a minimum guaranteed interest rate and a floating but capped interest rate with original maturities over one year. The Company measures the carrying amount of investments based on the principal amount plus the minimum guaranteed interest rate published by these banks.

Investments in entities in which the Company does not control, but can exercise significant influence, are accounted for using the equity method of accounting in accordance with ASC topic 323, Investments—Equity Method and Joint Ventures (“ASC 323”). Under the equity method, the Company initially records its investments at cost. The Company subsequently adjusts the carrying amount of the investments to recognize the Company’s proportionate share of each equity investee’s net income or loss into earnings as well as distributions received after the date of investment.

The Company reviews its investments in equity method investees for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

(m)

Business combinations

The Company allocates the purchase price of the acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of comprehensive loss.

(n)

Goodwill and intangible assets

Intangible assets

Intangible assets are recognized at fair value and consists of developed technology and customer relationships from acquisitions (see Note 3). Intangible assets are amortized over the period of estimated benefit using the straight-line method which are 5 or 3 years, respectively. The estimated life of intangible assets subject to amortization is reassessed if circumstances occur that indicate the life has changed. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. No impairment of intangible assets was recognized for the years ended December 31, 2020, 2021 and 2022.

Goodwill

Goodwill represents the excess of the total cost of the acquisition over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of the acquired entity as a result of the Company’s business acquisitions during the years ended December 31, 2021 and 2022 (see Note 3).

Goodwill is not amortized but is tested for impairment on an annual basis, in the fourth quarter, at the reporting unit level, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value. If as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative goodwill impairment test is performed to determine if the fair value of the reporting unit exceeds its carrying value. Under the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of the reporting unit and other specific information related to the operations. If the reporting unit does not pass the qualitative assessment, the Company estimates its fair value and compares the fair value with the carrying value of its reporting unit, including goodwill. If the fair value is greater than the carrying value of its reporting unit, no impairment is recorded. If the fair value is less than the carrying value, an impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. The impairment charge would be recorded to earnings in the consolidated statements of comprehensive loss. Additionally, the Company’s policy is to update the fair value calculation of its reporting units and perform the quantitative goodwill impairment test on a periodic basis.

(o)

Impairment of long-lived assets other than goodwill

Long-lived assets (including amortizable intangible assets) are evaluated for impairment whenever events or changes in circumstances occur that indicate that the carrying value of an asset may not be recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, an impairment loss is recognized for the excess of the carrying value of the assets over the fair value of the assets. No impairment charges were recognized for the years ended December 31, 2020, 2021 and 2022.

(p)

Leases

Prior to the adoption of ASC 842 on January 1, 2021

Each lease is classified at the inception date as either a capital lease or an operating lease. For the lessee, a lease is a capital lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the property’s estimated remaining economic life or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property to the leaser at the inception date. The Group had no capital leases for the years ended December 31, 2019 and 2020. Rental expense is recognized from the date of initial possession of the leased property on a straight-line basis over the term of the lease.

Upon and hereafter the adoption of ASC 842 on January 1, 2021

On January 1, 2021, the Company adopted ASU 2016-02, Leases (“ASC 842”), as amended, which supersedes the lease accounting guidance under Topic 840, and generally require lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

The Company elected to apply practical expedients permitted under the transition method that allow the Company to use the beginning of the period of adoption as the date of initial application, to not recognize lease assets and lease liabilities for leases with a term of twelve months or less and to not reassess lease classification, treatment of initial direct costs, or whether an existing or expired contract contains a lease. The Company used modified retrospective method and did not adjust the prior comparative periods. All of the Company’s leases qualify as operating leases. Under the new lease standard, the Company determines if an arrangement is or contains a lease at inception. The Company records a right-of-use asset and corresponding lease liability at the lease commencement date by calculating the present value of future lease payments, discounted at the Company’s incremental borrowing rate, over the expected term. The Company considers only payments that are fixed and determinable at the time of lease commencement. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. Short-term leases (lease terms less than 12 months) are recognized as incurred.

As a result of the adoption, the Company recognized approximately $6.5 million of operating lease right-of-use assets and $6.5 million of lease liabilities for operating leases on the consolidated balance sheet as of January 1, 2021. The Company does not have any finance leases. The adoption had no material impact on the Company’s consolidated statements of comprehensive loss for the period ended December 31, 2021 or the opening balances of retained earnings as of January 1, 2021.

The Company determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which it calculates based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease.

The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) elect for each lease not to separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component; (ii) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (iii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2021 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and (c) initial direct costs.

(q)

Advances from Customers

Certain customers pay in advance prior to the service usage. Payments received from customers are initially recorded as advances from customers and are recognized as revenues when revenue recognition criteria are met. See Note 2(t)—Revenue Recognition.

(r)

Deferred Financing Costs

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred financing costs until such transactions are consummated. After consummation of an equity financing, these costs are recorded in shareholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the financing. Should the in-process equity financing be abandoned, the deferred financing costs will be expensed immediately as a charge to operating expenses in the consolidated statements of comprehensive loss.

As of December 31, 2021 and 2022, deferred financing costs of US$2.3 and nil were recorded in the consolidated balance sheet, respectively. See Note 12—Other Non-current Assets.

(s)

Value Added Taxes

The Group’s entities in the PRC are subject to value-added taxes (“VAT”) at a rate of 6% on their services, less any deductible VAT the Group has already paid or borne. They are also subject to surcharges on VAT payments in accordance with PRC law. VAT is not included in the revenue recognized for the Group.

(t)

Revenue Recognition

The Group accounts for its revenue contracts in accordance with ASC Topic 606, Revenue from Contracts with Customers (ASC 606). According to ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those goods or services. The Group determines revenue recognition through the following steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

The Group’s revenue is primarily derived from real-time engagement services, which are usage-based fees earned from customers accessing the Group’s enterprise cloud computing platform. The performance obligation associated with the platform access is a series of distinct services that have the same pattern of transfer, and the usage-based fees are recognized as revenue in the period in which the usage occurs.

The Group’s other revenues are comprised primarily of project revenues, which are arrangements with specific customers where the Company will customize a software development kit to be integrated with the customer’s system based on the customer’s specific requirements. The progress of the project is defined by the readiness of the system integration as specified in the contract. To date, the Group’s projects are considered a single performance obligation, as the individual components of the project are not sold on a standalone basis and does not provide benefit to the customer on its own. Revenue with substantial acceptance clauses is recognized at a point in time based on the complete satisfaction of the performance obligation.

Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivables represent amounts invoiced and revenue recognized prior to invoicing, when the Group has satisfied its performance obligations and has the unconditional right to payment. The Group records a contract asset when the Group has incurred costs to fulfill their obligations under a contract once it is obtained but before transferring goods or services to the customer. The contract assets are comprised primarily of direct labor costs and direct materials used in providing the promised services to a customer. As of December 31, 2021 and 2022, contract assets recorded in the Group’s consolidated balance sheets was US$1.0 million and US$0.6 million, respectively.

If a customer pays consideration, or the Group has a right to an amount of consideration that is unconditional (that is, a receivable), before the Group transfers a good or service to the customer, the Group shall present the contract as a contract liability when the payment is made or the payment is due (whichever is earlier). A contract liability is the Group’s obligation to transfer goods or services to a customer for which it has received consideration (or an amount of consideration is due) from the customer. Due to the generally short-term duration of the contracts, the majority of the performance obligations are satisfied in the following reporting period. As of December 31, 2021 and 2022, contract liabilities recorded as advances from customers were US$9.1 million and US$8.4 million, respectively, in the Group’s consolidated balance sheets. Revenue recognized for the years ended December 31, 2020, 2021 and 2022 that was included in the contract liabilities balance at the beginning of the period was US$0.9 million, US$0.7 million and US$5.6 million, respectively.

Practical Expedients and Exemptions

Incremental costs of obtaining a contract are expensed when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. For all periods presented, there were no incremental contract obtaining costs that were capitalized as assets due to short term of the amortization period.

(u)

Cost of Revenues

Cost of revenue consists primarily of costs of bandwidth purchased from network service providers and costs of hosting services purchased from data center operators, and personnel costs for the customer care and support services employees. These costs are charged to the consolidated statements of comprehensive loss as incurred.

(v)

Research and Development Expenses

Research and development expenses consist primarily of employee wages and benefits for research and development personnel, cloud infrastructure fees for staging and development, third party software testing services, and an allocation of general overhead expenses. Research and development costs are expensed as incurred in accordance with ASC 730, Research and Development.

(w)

Software Development Costs

The Group accounts for costs to develop or obtain internal use software in accordance with ASC 350-40, Internal-Use Software. For internal use software, the Group expenses costs incurred for the preliminary project stage and post implementation-operation stage of development, and costs associated with repair or maintenance of the existing applications. Costs incurred in the application development stage are capitalized.

Capitalized costs of platform and other software applications are included in property and equipment, net. These costs are amortized on a straight- line basis over the estimated useful life of the software, which is evaluated for each specific project. Management evaluates the useful life of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

(x)

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of marketing and promotional expenses, salaries and payroll expenses to the Group’s sales and marketing personnel. Advertising expenses consist primarily of costs for the promotion of corporate image and product marketing. The Group expenses all advertising costs as incurred and classifies these costs under sales and marketing. For the years ended December 31, 2020, 2021 and 2022, advertising and marketing costs totaled US$1.6 million, US$3.2 million and US$3.4 million respectively.

(y)

General and Administrative Expenses

General and administrative expenses consist of employee wages and benefits for corporate employees, rental expenses, audit and legal fees, depreciation of property and equipment, current expected credit loss, and other corporate overhead costs.

(z)

Income Tax

Current income taxes are recorded in accordance with the regulations of the relevant tax jurisdiction. The Group accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Tax. Under this method, deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between carrying amounts of existing assets and liabilities in the financial statements and their respective tax basis, and operating loss carry-forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be received or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of comprehensive loss in the period of the enactment of the change.

The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (1) future reversals of existing taxable temporary differences, (2) future taxable income exclusive of reversing temporary differences and carry-forwards, (3) future taxable income arising from implementing tax planning strategies, and (4) specific known trend of profits expected to be reflected in the Company’s operations.

The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense. For the years ended December 31, 2020, 2021 and 2022, there were no uncertain tax position liabilities or deferred tax recognized.

(aa)

Share-based Compensation

All share-based awards are measured at fair value on the grant date. The share-based compensation expenses have been categorized as either cost of revenues, research and development expenses, sales and marketing expenses or general and administrative expenses, depending on the job functions of the grantees.

Share Options Granted

For the service condition only options granted to employees without a repurchase feature, the compensation expense is recognized using the straight-line method over the requisite service period. The Group early adopted Accounting Standards Update (“ASU”) 2016-09, Compensation—Share- Based Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting from the earliest period presented to recognize the effect of forfeiture in compensation cost when they occur. In determining the fair value of the Company’s share options, the binomial option pricing model has been applied.

For certain share options that have a performance condition, the final number of share options may vest and settle depending on the employee’s performance against performance metrics over predefined performance periods. Over the performance period, the number of share options that may be issued and the related share-based compensation expense that is recognized is adjusted upward or downward based upon the probability of achieving the approved performance targets against the performance metrics.

Liability Classified Awards

For the Venture Partners Plan awards (See Note 18-Share-based Compensation), these awards can be settled through the issuance of shares or cash to employees at the decision of the Company and the number of shares that an employee ultimately receives is variable based on the share price at the settlement date. The Company accounts for these awards as a liability and will remeasure the liability at each reporting period until the award is settled. For the annual shared profit, compensation is recognized using the straight-line method over the performance period, using the estimated liability of the award at service inception date and begin to recognize compensation expense. For the accumulated retained profit, if any, compensation is recognized using the straight-line method over the requisite service period, using the estimated liability of the award at service inception date and begin to recognize compensation expense. The Group will true-up the compensation cost each reporting period for changes in liability prorated for the portion of the requisite service period rendered, if applicable. Once vested (that is, the performance period or the requisite-service period is complete), the Group will immediately recognize compensation cost for any changes in liability upon settlement.

Restricted Shares and Restricted Share Units (“RSUs”)

For the restricted shares and RSUs granted with service conditions, the awards are measured at fair value on the grant date. Share-based compensation expense is recognized using the straight-line method over the requisite service period. The fair value of the restricted shares granted prior to the IPO was assessed using the income approaches, with a discount for lack of marketability given that the shares underlying the awards were not publicly traded at the time of grant. This assessment required complex and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks, the liquidity of its ordinary shares and its operating history and prospects at the time the grants were made. The fair value of restricted shares and RSUs granted post-IPO is determined based on the closing quoted price of the Company’s ordinary share on the date of grant.

For certain restricted shares that have a performance condition, the final number of restricted shares may vest and settle depending on the employee’s performance against performance metrics over predefined performance periods. Over the performance period, the number of restricted shares that may be issued and the related share-based compensation expense that is recognized is adjusted upward or downward based upon the probability of achieving the approved performance targets against the performance metrics.

Similar to options above, the Group recognizes the effect of forfeitures in compensation costs when they occur. For the restricted shares that the Company is obligated to repurchase at grantee’s election, they are classified as liability awards and are applied the accounting policy of liability classified awards as mentioned above. For the restricted shares granted by the Founder to the Company’s employees, the compensation expense of these awards is pushed down to the Company and recorded by the Company based on grant-date fair value with total compensation expense recognized over the grantee’s own requisite service period. See Note 18—Share-based Compensation.

Cancellation of an award accompanied by the grant of a replacement award is accounted for as a modification of the terms of the canceled award (“modification awards”). The compensation costs associated with the modification awards are recognized if either the original vesting condition or the new vesting condition has been achieved. If the awards are expected to vest under the original vesting condition, the compensation cost would be recognized regardless of whether the employee satisfies the modified condition. Such compensation costs cannot be less than the grant-date fair value of the original award. The incremental compensation cost is measured as the excess of the fair value of the replacement award over the fair value of the canceled award at the cancellation date. Therefore, in relation to the modification awards, the Group recognizes share-based compensation over the vesting periods of the new awards, which comprises (1) the amortization of the incremental portion of share-based compensation over the remaining vesting term and (2) any unrecognized compensation cost of original award, using either the original term or the new term, whichever is higher for each reporting period.

(bb)

Related Parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.

(cc)

Dividends

Dividends are recognized when declared. No dividends were declared for the years ended December 31, 2020, 2021 and 2022, respectively. The Group does not have any present plan to pay any dividends on ordinary shares in the foreseeable future. The Group currently intends to retain the available funds and any future earnings to operate and expand its business.

(dd)

Losses Per Share

Basic losses per share is computed by dividing net loss attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the year using the two class method. Ordinary shares issuable for little or no cash consideration are also included as outstanding shares once all of their conditions have been met as they are considered contingently issuable shares. The net loss will be adjusted by deducting (1) dividends declared in the period on preferred shares (if any), (2) cumulative dividends on preferred shares (whether or not declared) and (3) deemed dividends as required by U.S. GAAP. Using the two-class method, net income loss is allocated between ordinary shares and other participating securities (that is, the Preferred Shares) based on their participating rights.

Diluted losses per share is calculated by dividing net income attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalents shares outstanding during the year. Dilutive equivalent shares are excluded from the computation of diluted loss per share if their effects would be anti-dilutive. Ordinary share equivalents consist of the ordinary shares issuable in connection with the Group’s convertible redeemable preferred shares using the if-converted method, and ordinary shares issuable upon the conversion of share options, liability classified awards, restricted shares and RSUs, using the treasury stock method. Except for voting rights, the Class A and Class B ordinary shares have all the same rights and therefore the loss per share for both classes of shares are identical.

(ee)

Comprehensive Loss

Comprehensive loss is defined to include all changes in equity (deficit) of the Group during a period arising from transactions and other events and circumstances excluding transactions resulting from investments by shareholders and distributions to shareholders. Other comprehensive income (loss), as presented in the consolidated balance sheets, consists of accumulated foreign currency translation adjustments as well as fair value changes of the Company’s debt security.

(ff)

Segment Reporting

ASC 280, Segment Reporting, establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise engaging in businesses activities for which separate financial information is available that is regularly evaluated by the Group’s chief operating decision makers in deciding how to allocate resources and assess performance. The Group’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results including revenue, gross profit and operating profit at a consolidated level only. The Group does not distinguish between markets for the purpose of making decisions about resources allocation and performance assessment. Hence, the Group has only one operating segment and one reportable segment.

The following table presents the Group’s revenues disaggregated by primary geographical markets:


	Year Ended December 31,
	2020		2021		2022
			(US$ thousand)
Primary geographical markets based on customers’ location
PRC	$	107,092	$	117,944	$	91,671
United States		10,019		17,281		22,736
Others		16,453		32,757		46,263
Total revenues	$	133,564	$	167,982	$	160,670

The majority of the Group’s long-lived assets are located and maintained within the PRC.

(gg)

Recently Issued Accounting Pronouncements

New and Amended Standards Adopted by the Group

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides optional expedients and exceptions for applying U.S. GAAP on contract modifications and hedge accounting to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. These optional expedients and exceptions provided in ASU 2020-04 are effective for the Company as of March 12, 2020 through December 31, 2022. The adoption of this standard did not have a material impact to the Company’s consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40),” which removes certain separation models for convertible debt instruments and convertible preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component. The ASU also expands disclosure requirements for convertible instruments and simplifies areas of the guidance for diluted earnings-per-share calculations that are impacted by the amendments. The standard is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted. The adoption of this standard did not have a material impact to the Company’s consolidated financial statements.

In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The adoption of this standard did not have a material impact to the Company’s consolidated financial statements.

New and Amended Standards not yet Adopted by the Group

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The amendments in this Update also provide certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. The standard is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the impact of the adoption of this guidance on its consolidated financial statements.

In March 2022, the FASB issued ASU 2022-02, Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which the Company adopted on January 1, 2020. This ASU also enhances the disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. In addition, the ASU amends the guidance on vintage disclosures to require entities to disclose current period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC 326-20. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU would be applied prospectively. Early adoption is also permitted, including adoption in an interim period. The Company is evaluating the impact of the adoption of this guidance on its consolidated financial statements.

In June 2022, the FASB issued ASU 2022-02 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update also requires certain additional disclosures for equity securities subject to contractual sale restrictions. The amendments in this update are effective for the Company beginning January 1, 2024 on a prospective basis. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is evaluating the impact of the adoption of this guidance on its consolidated financial statements.

Business acquisition

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Business acquisition

Business acquisitions

The Company accounted for its acquisition in accordance with ASC 805, “Business Combination” (“ASC 805”). The result of the acquiree’s operation has been included in the consolidated financial statements since the acquisition date. The excess of the fair value of the acquired entity over the fair value of net tangible and intangible assets acquired was recorded as goodwill, which is not deductible for corporate income taxation purposes.

Acquisition of Netless

On November 27, 2020 (the “acquisition close date”), the Company acquired 100% equity interests of Netless, a real-time interactive whiteboard solution provider, from its shareholders for a cash and share consideration totaling to $4.0 million. The Company acquired Netless to enhance its ability to provide a more diverse product portfolio to developers around the world. After the acquisition close date, there were cash and share-based awards granted to Netless employees that joined the Company. Refer to Note 18 – Share-based compensation for additional details on the post-combination share arrangement.

The acquisition was recorded as a business combination. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition, as well as the fair value of the consideration transferred:


	As of acquisition close date
	2020
	(US$ thousand)
Fair value of consideration transferred
Cash (1)	$	3,150
Ordinary shares		850
Number of ordinary shares issued		85
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash-equivalents	$	556
Accounts receivable		203
Prepayments and other current assets		24
Property and equipment, net		15
Intangible assets, net		213
Salary and welfare payable		(31	)
Taxes payable and other accrued liabilities		(16	)
Deferred tax liabilities(2)		(53	)
Total identifiable net assets acquired		911
Goodwill		3,089
Total purchase consideration	$	4,000

(1)

The cash payment for Netless was made in first and second quarter of 2021.

(2)

As part of the business combination, the Company acquired developed technology at a gross amount of US$0.2 million, with an estimated useful life of 5 years that will be amortized on a straight-line basis; amortization expense of US$3.5 thousand, US$42.6 thousand and US$42.6 thousand recorded in general and administrative expense for the year ended December 31, 2020, 2021 and 2022. A deferred tax liability of US$53.2 thousand arising from the difference between the accounting basis and tax basis of the identifiable intangible asset is recognized and will be realized over 5 years which is in line with the developed technology’s amortization period. The recognition of the deferred tax liability related to the intangible asset in turn increases the book basis of the asset.

The excess of purchase price over tangible assets and identifiable intangible assets acquired and liabilities assumed was recorded as goodwill. Goodwill associated with acquisition of Easemob was attributed to expected synergies arising from the acquisition. The acquired goodwill is not deductible for tax purposes.

The Company has not presented pro forma combined results for this acquisition because the impact to the consolidated statements of operations and comprehensive loss would not have been material individually or in the aggregate.

Acquisition of Easemob

On February 28, 2021 (the “acquisition close date”), the Company acquired 100% equity interests of Easemob, providing instant messaging APIs and customer engagement cloud services in China, from its shareholders for a cash consideration totaling to $53.4 million.


	As of acquisition close date
	2021
	(US$ thousand)
Fair value of consideration transferred
Cash (1)	$	53,350
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash-equivalents	$	1,331
Accounts receivable		451
Prepayments and other current assets		704
Contract asset		705
Fixed assets		2
Intangible assets, net		8,155
Operating lease right-of-use assets		413
Other non-current assets		26
Accounts payable		(134	)
Advances from customers		(6,710	)
Salary and welfare payable		(2,863	)
Taxes payable and other accrued liabilities		(200	)
Operating lease liabilities		(363	)
Deferred tax liabilities(2)		(1,219	)
Total identifiable net assets acquired		298
Goodwill		53,052
Total purchase consideration	$	53,350

(1)

The cash consideration for Easemob has not been fully paid. As of December 31, 2022, the amount of US$4.6 million was recorded as a payable in accrued expenses and other current liabilities.

(2)

A deferred tax liability of US$1.2 million arising from the difference between the accounting basis and tax basis of the identifiable intangible asset is recognized. The recognition of the deferred tax liability related to the intangible asset in turn increases the book basis of the asset.

As part of the business combination, the Company acquired customer relationships at a gross amount of US$4.2 million, with an estimated useful life of 3 years and developed technology at a gross amount of US$4.0 million, with an estimated useful life of 5 years that will be amortized on a straight-line basis; amortization expense of US$1.2 million and US$1.4 million recorded in sales and marketing expense and US$0.7 million and US$0.8 million research and development expense for the year ended December 31, 2021 and 2022. The intangible assets were measured at fair value upon acquisition primarily using the relief from royalty method and multi-periods excess earning method. Key assumptions and estimates used in determining the fair value of these intangible assets are comprised of cash flow projections including revenue growth rates, discount rate, royalty rate and discount rates.

Accounts Receivable, Net

12 Months Ended

Dec. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Accounts Receivable, Net


	As of December 31,
	2021(1)			2022(1)
	(US$ thousand)
Accounts receivable	$	38,955		$	42,672
Less: allowance for current expected credit losses		(6,336	)		(9,869	)
Accounts receivable, net	$	32,619		$	32,803

Movement of allowance for credit losses was as follows:


	Year Ended December 31
	2020			2021(1)			2022(1)
	(US$ thousand)
At beginning of the period	$	(1,036	)	$	(1,535	)	$	(6,336	)
Additional provisions		(1,365	)		(4,828	)		(5,391	)
Write-off		921			97			1,210
Foreign currency translation impact		(55	)		(70	)		648
At end of the period	$	(1,535	)	$	(6,336	)	$	(9,869	)

(1)

The allowance for current expected credit losses reflects the Company’s estimated probable incurred losses upon adoption of ASC 326. See Note 2(j) for the Company’s CECL policy.

Prepayments and Other Current Assets

12 Months Ended

Dec. 31, 2022

Prepayments and Other Current Assets

The prepayments and other current assets consisted of the following:


	As of December 31,
	2021		2022
	(US$ thousand)
Interest receivables	$	2,674	$	4,412
Prepayments(1)		2,820		2,033
VAT recoverable(2)		1,806		428
Employee loans and advances(3)		888		183
Restricted cash		130		130
Proceeds receivable for employee share option exercises		329		90
Others		154		50
	$	8,801	$	7,326

(1)

Prepayments are primarily related to prepayments for services, advertisements and other deposits.

(2)

VAT recoverable represented the balances that the Group can utilize to deduct its VAT liabilities within the next 12 months.

(3)

Employee advances and loans are primarily advances to employees that are business related, taxes paid on behalf of employees related to their options, or personal loans granted to select qualified employees with interest or a guarantee. The loan balances are expected to be repaid by the employee within one year.

Property and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, net consisted of the following:


	As of December 31,
	2021			2022
	(US$ thousand)
Cost:
Network equipment	$	27,804		$	27,369
Leasehold improvements		2,755			3,784
Electronic equipment		3,324			3,706
Furniture, computers and office equipment		1,064			1,057
Self-developed software		—			830
Total cost		34,947			36,746
Less: accumulated depreciation		(16,879	)		(25,125	)
Capitalized internal-use software development costs		844			91
Construction in progress		282			1,234
Property and equipment, net	$	19,194		$	12,946

Depreciation expense recognized for the years ended December 31, 2020, 2021 and 2022 were US$4.5 million, US$8.3 million and US$9.5 million, respectively.

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

The Company leases facilities under non-cancellable operating leases, which have lease terms varying from one to five years. Total lease costs for the years ended December 31, 2020, 2021 and 2022 was US$2.3 million, US$4.2 million and US$4.3 million, respectively, included in cost of revenues, research and development, sales and marketing and general and administrative expenses in the Company’s consolidated statements of comprehensive loss. Out of the total lease costs, there was US$0.5 million, US$0.5 million and US$0.3 million of expenses for short-term leases within 12 months.

Supplemental cash flow information related to leases were as follows:


	2021		2022
	(US$ thousand)
Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities		3,995		4,212
Right-of-use assets obtained in exchange for operating lease obligations		4,300		198

Lease term and discount rates were as follows:


	As of December 31,
	2021			2022
	(US$ thousand)
Weighted-average remaining lease term
Operating leases	2.0 years			0.9 years
Weighted-average discount rate
Operating leases		5.1	%		5.1	%

Maturities of lease liabilities were as follows:


	As of December 31, 2022
	(US$ thousand)
2023	$	2,153
2024		166
Total undiscounted lease payments		2,319
Less: imputed interest		(47	)
Total present value of lease liabilities	$	2,272

Intangible Assets, Net

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

Intangible Assets, net

Intangible asset is comprised of following:


			2021							2022
	Weighted average amortization period		Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
	(in years)							(US$ thousand)

Developed technology (Note 3)		5	$	4,169	$	(705	)	$	3,464	$	2,575	$	(955	)	$	1,620
Customer relationships (Note 3)		3		4,172		(1,159	)		3,013		2,600		(1,589	)		1,011
Others		5		335		(115	)		220		308		(212	)		96
Total		4	$	8,676	$	(1,979	)	$	6,697	$	5,483	$	(2,756	)	$	2,727

Amortization expense was nil, US$ 1.9 million and US$2.3 million for the year ended December 31, 2020, 2021 and 2022. As of December 31, 2022, the Company will record estimated amortization expenses of US$1.4 million, US$0.7 million, US$0.5 million and US$0.1 million for the years ending December 31, 2023, 2024, 2025 and 2026, respectively.

Goodwill

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2022 were as follows:


	Agora			Easemob			Total
				(US$ thousand)
Balance as of January 1, 2021	$	3,089		$	—		$	3,089
Addition		—			53,053			53,053
Balance of December 31, 2021	$	3,089		$	53,053		$	56,142
Impairment		(3,089	)		(8,852	)		(11,941	)
Reclassification to held-for-sale assets (Note 15)		—			(12,273	)		(12,273	)
Balance of December 31, 2022	$	—		$	31,928		$	31,928

The Company identified the reporting units as Agora and Easemob for the purpose of goodwill impairment testing. As of December 31, 2021, there were no events or circumstances that the Company identified which indicated that the fair value of the Company’s reporting units was below its carrying value, and no goodwill impairment charges were recognized.

As of December 31, 2022, as the market capitalization of the Company was below its net assets carrying value, the Group estimated the fair value of Agora reporting unit by using the income approach methodology of valuation where significant judgments and estimates were applied, including the revenue growth, gross margin, operating expenses, terminal growth rate and discount rates. Based on the valuation result, the Group recognized a full impairment of US$3.1 million against the goodwill balance as of December 31, 2022.

For Easemob reporting unit, the Company entered into an agreement to dispose the customer engagement cloud business of Easemob (Note 15) in December 2022, which also triggered the quantitative assessment of goodwill impairment of Easemob reporting unit. When performing the goodwill impairment test, the Company estimated the fair value of Easemob reporting unit using the combination of the agreed selling price for the customer engagement cloud business to be disposed and income approach methodology for the retained business of Easemob reporting unit. The use of income approach methodology of valuation involved significant judgments and estimates, including the revenue growth, gross margin, operating expenses, terminal growth rate and discount rates. Based on the result of the goodwill impairment testing as of December 31, 2022, the Group recognized a goodwill impairment of US$ 8.9 million, being the excess of the carrying value over the Easemob reporting unit’s fair value.

As of December 31, 2022, the Company classified the goodwill balance of US$ 12.3 million attributed to the customer engagement cloud business as held-for-sale assets (Note 15).

Long-term investments

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

10.

Long-term investments

The following table sets forth a breakdown of the long-term investments held by the Company as of December 31, 2021 and 2022:


	As of December 31,
	2021		2022
	(US$ thousand)
Equity investments without readily determinable fair value	$	36,025	$	41,377
Financial products issued by banks		—		39,000
Equity method investments		12,704		9,215
Debt security		5,196		4,567
	$	53,925	$	94,159

Equity investments without readily determinable fair value

As of December 31, 2022, the Company’s equity investments without readily determinable fair value primarily consist of small, non-controlling investments in companies for which the Company has equity ownership with preferential rights but cannot exert significant influence. In accordance with ASC 321, the Company elected to use the measurement alternative to measure such investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. For those equity investments having observable price changes in orderly transactions for the identical or similar investments of the same issuers, the Company would disclose the fair value of the alternative measure method investments. The initial cost value of equity securities without readily determinable fair values were US$36.5 million and US$51.9 million as of December 31, 2021 and 2022, respectively. There was no re-measurement gain or loss being recognized in connection with equity investments accounted for using the measurement alternative for the years ended December 31, 2021 and 2022. There were US$0.6 million and US$8.3 million impairment on these investments for the years ended December 31, 2021 and 2022, respectively, primarily due to business deterioration of certain investees as a result of macroeconomic changes.

Financial products issued by banks

As of December 31, 2022, the Company had US$39.0 million financial products issued by banks with original maturities over one year. The weighted average maturities period was 1.9 years. The products contain a minimum guaranteed interest rate and a floating but capped interest rate with original maturities over one year. The Company measures the carrying amount of investments based on the principal amount plus the minimum guaranteed interest rate published by these banks.

Equity method investments

The Company’s equity method investments are in limited partnership funds as a limited partner. The Group’s proportionate share of equity investee’s net loss or earnings for the year ended December 31, 2021 and 2022 were US$0.1 million and US$0.2 million, respectively, recorded in equity in income of affiliates. Due to the cancellation of certain investment project, the Group withdrew its investment of US$7.7 million from certain limited partnership fund, with the return of US$2.1 million cash and reversal of US$5.6 million payables, during the year ended December 31, 2022.

Debt security

The Company invested in convertible bonds issued by a third party in 2021 with the intention to hold the security for more than twelve months, which is accounted for at fair value. Unrealized gains/losses and interest recorded on the convertible bonds in the consolidated statements of comprehensive loss were US$0.2 million and US$0.9 million for the years ended December 31, 2021 and 2022, respectively.

Prepayment for land use right	12 Months Ended
Prepayment for land use right	Dec. 31, 2022
Payments to Acquire Property, Plant, and Equipment [Abstract]
Prepayment for Land Use Right	11. Prepayment for land use right In June 2022, the Company entered into an agreement with the local government to acquire a land use right and made prepayment of US$168.2 million as of December 31, 2022. In February 2023, the Company obtained the certificate of the land use right.

Other Non-current Assets

12 Months Ended

Dec. 31, 2022

Other Non-current Assets

12.

Other non-current assets

Other non-current assets consisted of the following:


	As of December 31,
	2021		2022
	(US$ thousand)

Prepayment for a long-term investment	$	—	$	1,903
Long-term deposits		1,136		772
Equipment in-transit		273		63
Deferred financing costs		2,289		—
Others		221		150
	$	3,919	$	2,888

Taxes Payable

12 Months Ended

Dec. 31, 2022

Accrued Expenses and Other Current Liabilities

Taxes Payable

13.

Taxes Payable

Taxes payable consisted of the following:


	As of December 31,
	2021		2022
	(US$ thousand)
Individual income tax withholding	$	2,118	$	1,260
VAT payable		299		525
Other taxes payable		17		78
Corporate income taxes payable		1		4
	$	2,435	$	1,867

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

14.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	As of December 31,
	2021		2022
	(US$ thousand)
Accrued salary and social welfare costs	$	26,994	$	20,103
Advance payment received from disposal of business (Note 15)		—		7,000
Payables for acquisition (Note 3)		4,603		4,603
Liability classified awards for share-based compensation (Note 18)		5,852		4,560
Payables for compensation costs in relation to an acquisition		3,500		3,500
Accrued professional service fees		992		1,663
Payable for construction cost		—		1,184
Deposit related to disposal of business (Note 15)		—		1,000
Accrued advertising and marketing fees		342		470
Accrued staff reimbursements		678		386
Accrued office expense		668		308
Share option deposit held on behalf of employees		134		124
Payables for long-term investments		5,490		—
Payables for deferred financing costs		2,234		—
Accrued recruitment service fee		392		—
Others		1,155		2,110
	$	53,034	$	47,011

Held-for-sale Assets and Held-for-sale Liabilities	12 Months Ended
Held-for-sale Assets and Held-for-sale Liabilities	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Held-for-sale Assets and Held-for-sale Liabilities	15. Held-for-sale Assets and Held-for-sale Liabilities On December 14, 2022, with the approval of the board of directors, the Group entered into a definitive agreement with TI Cloud Inc. (“TI Cloud”) to sell the customer engagement cloud business of Easemob for approximately US$14.6 million in an all-cash transaction. As of December 31, 2022, the Company received US$7 million advance payment and US$1 million deposit from TI Cloud and recorded in accrued expenses and other current liabilities. The Company reclassified the assets and liabilities attributable to the customer engagement cloud business of Easemob as held-for-sale assets and held-for-sale liabilities of US$17 million and US$2.4 million, respectively as of December 31, 2022. The deal was closed on February 1, 2023 with immaterial disposal gains.

Convertible Redeemable Preferred Shares

12 Months Ended

Dec. 31, 2022

Temporary Equity Disclosure [Abstract]

Convertible Redeemable Preferred Shares

16.

Convertible Redeemable Preferred Shares

On December 16, 2013, Agora, Inc. issued 57,200,000 Series A Convertible Redeemable Preferred Shares (“Former Series A Preferred Shares”) for a total cash consideration of US$5,720,000. As part of the Historical Reorganization in December 2014, the Former Series A Preferred Shares were exchanged for Series A Convertible Redeemable Preferred Shares of Agora IO, Inc. (“Series A Preferred Shares”).

On December 20, 2014, Agora IO, Inc. issued 50,783,698 Series B Convertible Redeemable Preferred Shares (“Series B Preferred Shares”) for cash consideration of US$20,250,000.

On May 18, 2017, Agora IO, Inc. issued 26,651,410 Series B+ Convertible Redeemable Preferred Shares (“Series B+ Preferred Shares”) for a total cash consideration of US$31,881,749.

On May 18, 2017, 1,573,040 Series A Preferred Shares were repurchased and retired by Agora IO, Inc. for a total cash consideration of US$1,599,487. On the same date, Agora IO, Inc. repurchased 2,777,778 Series A Preferred Shares for a total cash consideration of US$278 from the Founder and reissued the shares to a third party entity at the same nominal cash consideration. As the third party entity assisted the Group in finding a new investor to participate in the Series B+ Preferred Shares financing, the 2,777,778 Series A Preferred Shares were considered a commission to the third party entity, and were considered a Series B+ issuance cost that was net off the proceeds received during that round of financing.

On October 1, 2018 and October 23, 2018, Agora IO, Inc. issued an aggregate of 34,793,413 Series C Convertible Redeemable Preferred Shares (“Series C Preferred Shares”) for a total cash consideration of US$66,666,667.

On February 12, 2020, Agora, Inc. issued an aggregate of 15,062,510 Series C+ Convertible Redeemable Preferred Shares (“Series C+ Preferred Shares”) for a total cash consideration of US$50,000,002. The above mentioned Series A, Series B, Series B+, Series C and Series C+ Preferred Shares are collectively referred as the “Preferred Shares.” As disclosed in Note 1(b), the Group had undergone two reorganizations and each reorganization changed the issuer of the Preferred Shares to be the reporting entity through share swaps. The major terms and number of shares of the Preferred Shares have remained the same. Thus, there is no accounting impact on the Preferred Shares as a result of the Historical Reorganization or the Corporate Reorganization at the consolidated level. As further discussed in Note 1(b), the Historical Reorganization and the Corporate Reorganization were transactions by Group entities under common control. The equity section of the Company after the Corporate Reorganization is assumed to have existed from the earliest period presented in the consolidated financial statements.

The key terms of the Preferred Shares issued by the Company are as follows:

Conversion Rights

Optional Conversion

Each Series A, B, B+, C or C+ Preferred Share shall be convertible, at the option of the holder thereof, at any time and without the payment of additional consideration by the holder thereof, into such number of Ordinary Shares as is determined by the quotient of the applicable issue price divided by the then effective applicable conversion price with respect to such particular series of Preferred Shares, which shall initially be the applicable issue price for the Series A Preferred Shares, Series B Preferred Shares, Series B+ Preferred Shares, Series C Preferred Shares or Series C+ Preferred Shares as the case may be, resulting in an initial conversion ratio for the Preferred Shares of 1:1, and shall be subject to adjustment and readjustment from time to time, including but not limited to additional equity securities issuances, share dividends, distributions, subdivisions, redemptions, combinations, or reorganizations, mergers, consolidations, reclassifications, exchanges or substitutions.

Automatic Conversion

Upon the closing of a Qualified IPO (as defined in the Company’s memorandum and articles of association), all outstanding Preferred Shares shall automatically be converted into Ordinary Shares, at the then effective conversion price.

The Company determined that there were no beneficial conversion features identified for any of the Preferred Shares during any of the periods. In making this determination, the Company compared the fair value of the Ordinary Shares into which the Preferred Shares are convertible with the respective effective conversion price at the issuance date. In all instances, the effective conversion price was greater than the fair value of the Ordinary Shares. To the extent a conversion price adjustment occurs, as described above, the Company will re-evaluate whether or not a beneficial conversion feature should be recognized.

Voting Rights

Each holder of Series A, Series B, Series B+, Series C and Series C+ Preferred Shares is entitled to cast the number of votes equal to the number of Ordinary Shares such Preferred Shares would be entitled to convert into at the then effective conversion price. There was a modification to the voting rights of the shares controlled by the Founder when the Series B and Series B+ Preferred Shares were issued as follows:

•

the voting rights of shares controlled by the Founder was modified to carry 2 votes in connection with the Series B Preferred Shares financing; and

•

the voting rights of shares controlled by the Founder was modified to carry 3 votes in connection with the Series B+ Preferred Shares financing

Dividend Rights

First, each holder of Series C+ Preferred Shares is entitled to receive cumulative dividends out of any funds legally available of the Company, at the simple rate per annum of 8% of the Series C+ issue price, payable if and when declared by the board of directors.

Second, after full payment of dividends to the holders of the Series C+ Preferred Shares, each holder of the Series C Preferred Shares is entitled to receive cumulative dividends out of any funds legally available of the Company, at the simple rate per annum of 8% of the Series C issue price, payable if and when declared by the board of directors.

Third, after full payment of dividends to the holders of the Series C Preferred Shares, each holder of the Series B+ Preferred Shares is entitled to receive cumulative dividends out of any funds legally available of the Company, at the simple rate per annum of 8% of the Series B+ issue price, payable if and when declared by the board of directors.

Fourth, after full payment of dividends to the holders of the Series B+ Preferred Shares, each holder of the Series B Preferred Shares is entitled to receive cumulative dividends out of any funds legally available of the Company, at the simple rate per annum of 8% of the Series B issue price, payable if and when declared by the board of directors.

Fifth, after full payment of dividends to the holders of the Series B Preferred Shares, each holder of the Series A Preferred Shares is entitled to receive cumulative dividends out of any funds legally available of the Company, at the simple rate per annum of 8% of the Series B issue price, payable if and when declared by the board of directors.

Lastly, if after the preferential dividends relating to the Preferred Shares as described above have been paid in full or declared and set apart for payment in any fiscal year of the Company, the board of directors shall decide to declare a dividend or similar distribution to the holders of Ordinary Shares, then, in each such case, the holders of Preferred Shares shall be entitled to a proportionate share of any such dividend or distribution as though the holders of Preferred Shares were holders of the number of Ordinary Shares into which their Preferred Shares are convertible as of the record date fixed for the determination of the holders of Ordinary Shares entitled to receive such distribution.

Liquidation Preference

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, or in the event of a Trade Sale (as defined in the Company’s memorandum and articles of association to include, among other things, a merger, share exchange, amalgamation or consolidation of any Group company resulting in a change of control of such Group company), collectively defined as “Deemed Liquidation Events”, the consideration payable to shareholders in such liquidation shall be distributed among the holders of the outstanding shares in the following order and manner:

First, the holders of Series C+ Preferred Shares then outstanding shall be entitled to be paid an amount per share equal to 150% of the Series C+ issue price, plus all accrued or declared but unpaid dividends (if applicable) on such Series C+ Preferred Share, out of funds legally available of the Company (the “Series C+ Preference Amount”). If the legally available funds are insufficient to permit the payment to all holders of Series C+ Preferred Shares the full Series C+ Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series C+ Preferred Shares.

Second, the holders of Series C Preferred Shares then outstanding shall be entitled to be paid an amount per share equal to 150% of the Series C issue price, plus all accrued or declared but unpaid dividends (if applicable) on such Series C Preferred Share, out of funds legally available of the Company (the “Series C Preference Amount”). If the legally available funds are insufficient to permit the payment to all holders of Series C Preferred Shares the full Series C Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series C Preferred Shares.

Third, the holders of Series B+ Preferred Shares then outstanding shall be entitled to be paid an amount per share equal to 150% of the Series B+ issue price, plus all accrued or declared but unpaid dividends (if applicable) on such Series B+ Preferred Shares, out of funds legally available of the Company (the “Series B+ Preference Amount”). If the legally available funds are insufficient to permit the payment to all holders of Series B+ Preferred Shares the full Series B+ Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series B+ Preferred Shares.

Fourth, the holders of Series B Preferred Shares then outstanding shall be entitled to be paid an amount per share equal to 150% of the Series B issue price, plus all accrued or declared but unpaid dividends (if applicable) on such Series B Preferred Shares, out of funds legally available of the Company (the “Series B Preference Amount”). If the legally available funds are insufficient to permit the payment to all holders of Series B Preferred Shares the full Series B Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series B Preferred Shares.

Fifth, the holders of Series A Preferred Shares then outstanding shall be entitled to be paid an amount per share equal to 150% of the Series A issue price, plus all accrued or declared but unpaid dividends (if applicable) on such Series A Preferred Shares, out of funds legally available of the Company (the “Series A Preference Amount”). If the legally available funds are insufficient to permit the payment to all holders of Series A Preferred Shares the full Series A Preference Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares.

Lastly, if there are any assets or funds remaining after the aggregate of the Series C+ Preference Amount, Series C Preference Amount, Series B+ Preference Amount, Series B Preference Amount and Series A Preference Amount has been distributed or paid in full to the applicable holders of Series C+ Preferred Shares, Series C Preferred Shares, Series B+ Preferred Shares, Series B Preferred Shares and Series A Preferred Shares, respectively, the remaining assets and funds of the Company available for distribution to the members shall be distributed pro rata among all members based on the number of Ordinary Shares held by such member (including Preferred Shares on as-converted basis).

Redemption Right

The Series C+, Series C, Series B+, and Series B Preferred Shares can be redeemed (1) at any time and from time to time commencing on the fifth anniversary of October 1, 2018 (the “Maturity Date”) or on such earlier date as another series of Preferred Shares is redeemable, or (2) upon the occurrence of a material breach of any of the warranties, undertakings or covenants specified under the Series C+ Convertible Redeemable Share Purchase Agreement (the “Series C+ Share Purchase Agreement”) or certain other agreements entered into in connection with the Series C+ Preferred Shares financing, or where the Company fails to deliver the annual financial statements as set forth in the Shareholders Agreement entered into in connection with the Series C+ Preferred Shares financing, or where any arrangement contemplated under certain other agreements identified in the Series C+ Share Purchase Agreement become void as a result of material adverse change of applicable laws or regulations. Upon the occurrence of an event described in (1) or (2) above, each holder of the then outstanding Series C+, Series C, Series B+, and Series B Preferred Shares is entitled to, by written request to the Company, request the Company to redeem all or part of the Series C+, Series C, Series B+, and Series B Preferred Shares then outstanding held by such holder. The redemption request shall be given by hand or by mail to the registered office of the Company at least 60 days prior to the date set forth therein on which the Series C+, Series C, Series B+, or Series B Preferred Shares are to be redeemed.

The Series A Preferred Shares can be redeemed (1) at any time and from time to time commencing on the Maturity Date, if there has not occurred any Qualified IPO, or (2) on such earlier date as another series of Preferred Shares is redeemable. Upon the occurrence of an event described in (1) or (2) above, each holder of the then outstanding Series A Preferred Shares is entitled to, by written request to the Company, request the Company to redeem all or part of the Series A Preferred Shares then outstanding held by such holder. The redemption request shall be given by hand or by mail to the registered office of the Company at least 60 days prior to the date set forth therein on which the Series A Preferred Shares are to be redeemed.

The Maturity Date definition has been modified upon the issuance of Series C Preferred Shares. Previously, the applicable Maturity Date for Series B+, Series B and Series A Preferred Shares was the fifth anniversary of their respective issuance dates.

The redemption price for each Series C+ Preferred Share that is redeemed (the “Series C+ Redemption Price”) shall be (1) in the event of a redemption requested at any time and from time to time commencing on the Maturity Date or on such earlier date as another series of shares is redeemable, an amount equal to 150% of the Series C+ issue price plus all accrued or declared but unpaid dividends on such Series C+ Preferred Share, and (2) in the event of a redemption requested upon the occurrence of a material breach, the greater of (a) an amount equal to 160% of the Series C+ issue price plus all accrued or declared but unpaid dividend on such Series C+ Preferred Share, and (b) the fair market value of the Series C+ Preferred Share determined by an independent third party appraising firm jointly selected by the board of directors and the Series C+ requesting holder.

The redemption price for each Series C Preferred Share that is redeemed (the “Series C Redemption Price”) shall be (1) in the event of a redemption requested at any time and from time to time commencing on the Maturity Date or on such earlier date as another series of shares is redeemable, an amount equal to 150% of the Series C issue price plus all accrued or declared but unpaid dividends on such Series C Preferred Share, and (2) in the event of a redemption requested upon the occurrence of a material breach, the greater of (a) an amount equal to 160% of the Series C issue price plus all accrued or declared but unpaid dividend on such Series C Preferred Share, and (b) the fair market value of the Series C Preferred Share determined by an independent third party appraising firm jointly selected by the board of directors and the Series C requesting holder.

The redemption price for each Series B+ Preferred Share that is redeemed (the “Series B+ Redemption Price”) shall be (1) in the event of a redemption requested at any time and from time to time commencing on the Maturity Date or on such earlier date as another series of shares is redeemable, an amount equal to 150% of the Series B+ issue price plus all accrued or declared but unpaid dividends on such Series B+ Preferred Share, and (2) in the event of a redemption requested upon the occurrence of a material breach, the greater of (a) an amount equal to 160% of the Series B+ issue price plus all accrued or declared but unpaid dividends on such Series B+ Preferred Share, and (b) the fair market value of the Series B+ Preferred Share determined by an independent third party appraising firm jointly selected by the board of directors and the Series B+ requesting holder.

The redemption price for each Series B Preferred Share that is redeemed (the “Series B Redemption Price”) shall be (1) in the event of a redemption requested at any time and from time to time commencing on the Maturity Date or on such earlier date as another series of shares is redeemable, an amount equal to 150% of the Series B issue price plus all accrued or declared but unpaid dividends on such Series B Preferred Share, and (2) in the event of a redemption requested upon the occurrence of a material breach, the greater of (a) an amount equal to 160% of the Series B issue price plus all accrued or declared but unpaid dividends on such Series B Preferred Share, and (b) the fair market value of the Series B Preferred Share determined by an independent third party appraising firm jointly selected by the board of directors and the Series B requesting holder.

The redemption price for each Series A Preferred Share redeemed (the “Series A Redemption Price”) shall be the greater of:

(a)

an amount equal to the Series A issue price, plus all accrued or declared but unpaid dividends on such Series A Preferred Share (for a partial year, the dividends shall be calculated proportionally), plus an amount that would accrue on the Series A issue price at a rate of 15% per annum, compounding annually, during the period commencing from December 16, 2013 and ending on the date of the Series A redemption notice, and

(b)

the fair market value of the Series A Preferred Share determined by an independent third party appraising firm selected jointly by the board of directors and the requesting holder, provided however, that any redemption of all or any part of Series A Preferred Shares held by a holder of Series A Preferred Shares at a price determined by an independent third party appraising firm shall not cause any material adverse effect to the Group companies taken as a whole.

Accounting for Preferred Shares

The Company classifies the Preferred Shares as mezzanine equity in the consolidated balance sheets because they are redeemable at the holders’ option any time after a certain date or are contingently redeemable upon the occurrence of certain Deemed Liquidation Events outside of the Company’s control. The Preferred Shares are recorded initially at fair value, net of issuance costs. For the years ended December 31, 2020, 2021 and 2022, the issuance costs incurred were nil. The aggregate amount of cumulative undeclared dividends in arrears on convertible redeemable preferred shares was nil, nil and nil as of December 31, 2020, 2021 and 2022, respectively. The cumulative undeclared dividends are not recorded in the consolidated balance sheet as the Company does not have the obligation to pay the cumulative dividend before it is declared by the board of directors.

For each reporting period, the Company recorded accretions on the Series C+, C, B+ and B Preferred Shares to the respective redemption value by using the effective interest rate method from the issuance dates to the earliest redemption dates as set forth in the original issuance. For the Series A Preferred Shares, the redemption price is recorded at higher of (1) issuance price with 15% compounding annually and (2) fair value of Series A Preferred Shares on each reporting date.

The accretion is recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in-capital, or in the absence of additional paid-in-capital, by charges to accumulated deficit. The accretion of the Preferred Shares was US$193.5 million, nil and nil for the years ended December 31, 2020, 2021 and 2022.

All classes of Preferred Shares of the Company were converted to ordinary shares upon completion of the IPO and CPP (See Note 17 – Ordinary Shares) in June 2020.

Ordinary Shares

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Ordinary Shares

17.

Ordinary Shares

As of December 31, 2021 and 2022 the Company had in aggregate of 449,635,423 and 462,477,527 ordinary shares issued and outstanding, respectively.

Initial public offering and concurrent private placement

In June 2020, the Company completed its initial public offering (“IPO”) on the Nasdaq Global Select Market of 20,125,000 American Depositary Shares (“ADS”) (including 2,625,000 ADSs sold upon the full exercise of the underwriters’ over-allotment option) (every four Class A ordinary shares represents one ADS), and completed the concurrent private placement (“CPP”) of 22,000,000 ordinary shares, for a total ordinary shares offering of 102,500,000 shares at a price of US$20.00 per ADS. The net proceeds raised from the IPO amounted to approximately US$483.6 million after deducting underwriting discounts and commissions and other offering expenses.

Upon the completion of the IPO and CPP, all classes of preferred shares of the Company were converted and designated as Class A ordinary shares on a one-for-one basis. 76,179,938 ordinary shares were designated as Class B ordinary share on a one-for-one basis. The remaining ordinary shares were designated as Class A ordinary shares on a one-for-one basis.

In respect of all matters subject to shareholders’ vote, each holder of Class A ordinary share is entitled to one and each holder of Class B ordinary share is entitled to twenty votes.

Private Placement

In February 2021, the Company completed an additional private placement of 20,000,000 Class A ordinary shares. The net proceeds raised from the private placement amounted to approximately US$250.0 million after immaterial offering expenses.

Share repurchase

On February 21, 2022, the board of directors authorized a share repurchase program under which the Company may repurchase up to US$200 million of its Class A ordinary shares in the form of American depositary shares over the next 12 months, subject to relevant rules under the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. For the year ended December 31, 2022, the Company repurchased approximately 35.8 million of its class A ordinary shares (equivalent to approximately 9.0 million ADSs) for approximately US$41.8 million under its share repurchase program. In February 2023, the board of directors authorized an extension of the existing share repurchase program through February 28, 2024, with all other terms remaining unchanged.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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Share-Based Payment Arrangement [Abstract]

Share-based Compensation

12 Months Ended

Dec. 31, 2022

Share-based Compensation

18.

Share-based Compensation

Compensation expenses recognized for share-based awards of the Company were as follows:


	Year Ended December 31,
	2020		2021		2022
	(US$ thousand)
Cost of revenues	$	357	$	879	$	906
Research and development expenses		5,312		19,737		18,055
Sales and marketing expenses		2,061		4,843		6,140
General and administrative expenses		4,244		6,022		7,262
	$	11,974	$	31,481	$	32,363

Compensation expenses recognized for different awards were summarized as below:


	Year Ended December 31,
	2020		2021		2022
	(US$ thousand)
Equity award – share options(1)(4)	$	7,192	$	16,672	$	14,315
Equity award – restricted shares(2)(3)		1,193		3,385		1,824
Equity award – restricted share units		136		5,588		11,712
Liability award – Venture Partners Plan		3,453		5,836		4,512
	$	11,974	$	31,481	$	32,363

(1)

Including share options granted to employees as part of post-combination compensation of nil, US$5.7 million and US$4.0 million for the years ended December 31, 2020, 2021 and 2022, respectively.

(2)

Including restricted shares granted by the Founder for equity classified award of US$0.9 million, US$0.7 million and US$0.2 million for the years ended December 31, 2020, 2021 and 2022, respectively.

(3)

Including restricted shares granted to employees as part of post-combination compensation of US$0.3 million, US$2.7 million and US$1.3 million for the years ended December 31, 2020, 2021 and 2022, respectively.

(4)

Including an incremental $0.7 million of share-based compensation associated with the modification of the awards of an employee during 2021, where a portion of the employee’s options vesting was accelerated.

The income tax benefit recognized in the consolidated statements of comprehensive loss for share-based compensation expenses is immaterial and the Company did not capitalize any of the share-based compensation expenses as part of the cost of any assets for the years ended December 31, 2020, 2021 and 2022, respectively.

Equity Incentive Plans

On August 8, 2014, the board of directors of the Company adopted the Company’s 2014 Equity Incentive Plan (“2014 Plan”) and reserved 20,000,000 ordinary shares for issuance under share options to be granted to employees, directors and consultants of the Group in its U.S. and PRC operations.

Before the Corporate Reorganization plan was formed and implemented, the Group intended to use Agora IO, Inc. as the issuer in connection with the Group’s initial public offering. As such, in January 2019, the board of directors of Agora IO, Inc. approved and adopted the 2018 Equity Incentive Plan (“2018 Plan”) to provide incentives to employees, directors and consultants of the Group and reserved 25,740,835 ordinary shares for issuance under share options to be granted under the 2018 Plan. The terms of the 2018 Plan adopted by Agora IO, Inc. are substantively the same as the terms of the 2014 Plan adopted by the Company and the 2014 Plan was not terminated. However, in December 2019, management decided to instead use the Company as the issuer in connection with the Group’s initial public offering and in January 2020, as part of the Corporate Reorganization, the Company assumed from Agora IO, Inc., each option granted under the 2018 Plan. As a result, the options to purchase shares of Agora IO, Inc. granted under the 2018 Plan became options to purchase shares of the Company, and the Company otherwise assumed the same obligations and duties in respect of such options while maintaining their respective terms and vesting schedules. This replacement of awards did not have any accounting consequence. The Company’s board of directors also resolved to amend the 2014 Plan to provide that the maximum number of shares of the Company which may be subject to awards granted under the 2014 Plan would be 34,613,165 ordinary shares minus the aggregate of (x) any shares issued pursuant to awards granted under the 2018 Plan prior to shareholder approval of the amendment and (y) any shares subject to share options or similar awards granted under the 2018 Plan outstanding as of the date of shareholder approval of the amendment.

At the end of June 2020, the board of directors approved and the Company adopted the Global Equity Incentive Plan (“Global Plan”). The terms of the Global Plan adopted by the Company are substantively the same as the terms of the 2018 Plan and 2014 Plan, which allows for the grant of non statutory share options, share appreciation rights, restricted shares, restricted share units, and performance awards to employees, directors and consultants and parent and subsidiary corporations’ employees and consultants. The 2014 Plan and 2018 Plan will continue to govern the outstanding awards thereunder, while new award grants will be subject to the terms of the Global Plan.

Options have a contractual term of ten years from the grant date, and will generally vest over a period of two to ten years of continuous service.

The following table summarizes activities of the Company’s share options for the years ended December 31, 2020, 2021 and 2022:

Equity Classified Share Options


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value		Weighted Average Grant Date Fair Value
				(US$)		In Years		(US$)		In Years
Outstanding at January 1, 2020		38,011,964			0.12		7.22		51,303,638		0.31
Granted		9,941,500			0.19						3.16
Exercised		(7,632,431	)		0.12				43,000,715
Forfeited		(706,150	)		0.16
Outstanding at December 31, 2020		39,614,883			0.17		8.23		466,460,320		1.08
Granted(1)		8,799,568			0.09						7.07
Exercised		(14,235,844	)		0.12				128,514,032
Forfeited		(1,469,760	)		0.13
Outstanding at December 31, 2021		32,708,847			0.14		7.04		127,168,263		2.78
Granted		20,767,284			0.02						0.81
Exercised		(10,511,776	)		0.08				17,775,175
Forfeited		(4,861,466	)		0.12
Outstanding at December 31, 2022		38,102,889			0.09		7.53		34,025,386		1.69
Vested and expected to vest at December 31, 2022		38,102,889			0.09		7.53		34,025,386		1.69
Exercisable at December 31, 2022		21,979,687			0.13		5.49		18,708,383		1.04

(1)

During 2021, the Company granted shares to employees that joined the Company following the acquisition of Easemob (Note 3). Share agreements were signed with the employees contingent on their continuing employment with the Group as well as their ability to meet certain established performance targets. Of the share options granted to the employees, 40% of the options will vest over a period of four years of continuous service starting from the stated vesting commencement date. 60% of the options are also subject to performance metrics based on an initial target, and performance is measured over predefined performance periods which ranges from one to five years; depending on the probability of achieving the performance targets, the number of shares options that vests could range from 0 to 60% of the target amount.

The aggregate intrinsic value is calculated as the difference between the exercise price of the options and the estimated fair value of the underlying shares of US$466.5 million, US$127.2 million and US$34.0 million at December 31, 2020, 2021 and 2022, respectively.

The total fair value of share options vested during the years ended December 31, 2020, 2021 and 2022 was US$4.9 million, US$12.0 million and US$21.4 million, respectively. The share-based compensation expenses in relation to the share option recognized for the years ended December 31, 2020, 2021 and 2022 were US$7.2 million, US$16.7 million and US$14.3 million, respectively.

As of December 31, 2021 and 2022, there were US$71.4 million and US$38.5 million of unrecognized share-based compensation expenses related to share options granted by the Company, which were expected to be recognized over a weighted-average vesting period of 2.4 and 1.5 years, respectively.

The fair value of options granted under the Company’s Plans for the years ended December 31, 2020, 2021 and 2022 used the binomial option pricing model, with the assumptions (or ranges thereof) in the following table:


	Year Ended December 31,
	2020		2021		2022
Exercise price	US$0.10 - US$1.74		US$0.10		US$0.0001 - US$0.10
Fair value of the ordinary shares on the date of option grant	US$0.8415 - US$8.9816		US$6.4850 - US$11.5675		US$0.6250 - US$1.6425
Risk-free interest rate(1)	0.28% - 1.46%		1.28% - 1.91%		2.35% - 3.88%
Expected term (in years)		10		10		10
Expected dividend yield(2)	0%		0%		0%
Expected volatility(3)	42.39% - 59.65%		54.16% - 56.70%		50.38% - 53.79%
Expected forfeiture rate (post-vesting)	3%		3%		3%

(1)

The risk-free interest rate of periods within the contractual life of the share option is based on the market yield of the U.S. treasury bonds with a maturity life equal to the expected life to expiration.

(2)

The Company has no history or expectation of paying dividends on its ordinary shares.

(3)

Expected volatility is estimated based on the average of historical volatilities of the comparable companies in the same industry as at the valuation dates.

Restricted Shares

Granted by the Company

On December 16, 2013, the Company’s board of directors issued 30,800,000, 15,000,000 and 77,000,000 ordinary shares subject to certain restrictions to VoiceCrew Holdings Limited, management personnel and Sounds of Nature Limited, respectively. The 15,000,000 ordinary shares were held by VoiceCrew Holdings Limited on behalf of the management personnel. VoiceCrew Holdings Limited and Sounds of Nature Limited are both entities controlled by the Founder.

The restricted shares to the Founder-controlled entities and 5,000,000 of the restricted shares to the management personnel were released in accordance with the following schedule: (1) 25% of such restricted shares to the Founder shall be released from the restriction on the first anniversary of December 16, 2013; and (2) the remaining restricted shares shall be released in 36 equal monthly installments commencing from the first anniversary of the December 16, 2013, provided that in each case that the holder remains as an employee on a continuing full time basis of any Group entity as of the date of such respective release.

10 million of the restricted shares to the management personnel shall be released in accordance with the following schedule: (1) 25% of such restricted shares shall be released from the restriction on the first anniversary from November 7, 2014; and (2) the remaining restricted shares shall be released in 36 equal monthly installments commencing on November 7, 2015, as long as each holder remained a continuing full-time employee of any Group entity as of the date of such respective release

On May 18, 2017, the Company entered into an amended restricted shares agreement with VoiceCrew Limited, Soundscape Limited and the management personnel to extend the releasing period for unvested shares to be released monthly over another three years from May 18, 2017, provided that in each case the holder remains as an employee on a continuing full time basis of any Group entity as of the date of such respective release.

In connection with the Historical Reorganization and the Corporate Reorganization, the above mentioned restricted shares were swapped to Agora IO, Inc. in December 2014, and swapped back to the Company in January 2020. There were no changes to the terms and conditions of the restricted shares arrangement and hence there was no accounting impact.

Among all the shares granted to the management personnel, a portion of the awards totaling 500,000 shares contained repurchase obligations by the Company such that a holder could request the Company to repurchase their share options upon an unsuccessful IPO or acquisition by another company by December 31, 2018 at the fair market value on the request date. This repurchase clause was provided within the restricted shares agreement to this group of management personnel to incentivize special contributions to the business and therefore the portion of the awards subject to the repurchase obligation were liability-classified awards.

In April 2019, the Company repurchased 100,000 restricted shares subject to repurchase obligation but already vested by then from the management personnel for a total consideration of US$0.1 million. The repurchase right was also waived and terminated by the grantee for the remaining 400,000 shares originally subject to repurchase. Accordingly, the classification of the liability-classified awards for the un-repurchased portion changed back to be equity-classified, and the share-based award liability related to unvested restricted shares were reclassified to additional paid-in capital on the modification date. There was no other accounting impact as a result of the repurchase and termination of repurchase right on remaining portion.

The following table summarizes the restricted shares activities:

Equity Classified Restricted Shares


	Numbers of Shares			Weighted-average Grant Date Fair Value
				(US$)
Outstanding at January 1, 2020		2,805,556			0.02
Granted(1)		512,782			10.16
Vested		(2,805,556	)		0.02
Outstanding at December 31, 2020		512,782			10.16
Granted		—			—
Vested		—			—
Outstanding at December 31, 2021		512,782			10.16
Granted		1,139,940			0.64
Vested		(298,704	)		10.16
Outstanding at December 31, 2022		1,354,018			2.15

(1)

During 2020, the Company granted shares to employees that joined the Company following the business combination (Note 3) as well as a related party who was a previous shareholder in Netless (Note 23). Share agreements were signed with the employees contingent on their continuing employment with the Group as well as their ability to meet certain established performance targets. Of the restricted shares to the management employees, 70% of the awards will be released over a period of three years of continuous service, in equal installments starting from the stated vesting commencement date. The remaining 30% portion of the restricted shares are also subject to performance metrics based on an initial target number, and performance is measured over predefined performance periods which is one to three years; depending on the probability of achieving the performance targets, the number of restricted shares could range from 0 to 30% of the target amount. Noted that the aforementioned award vesting terms were modified during 2021 to align the release of the shares with the annual company-wide performance review; the modification did not have a material impact to the related share-based compensation expenses.

The share-based compensation expenses in relation to the restricted shares granted by the Company recognized for the years ended December 31, 2020, 2021 and 2022 were US$0.3 million, US$2.7 million and US$1.6 million, respectively.

As of December 31, 2021 and 2022, there were US$2.2 million and US$1.4 million of unrecognized share-based compensation expenses related to restricted shares, which is expected to be recognized over a weighted-average period of 1.5 and 0.4 years, respectively.

Granted by the Founder

From the years of 2015 to 2019, the Founder further granted his restricted shares that were vested from VoiceCrew Limited to select management employees of the Group. Restricted shares agreements were signed with the management employees in consideration of their continuing employment with the Group.

The restricted shares to the management employees will be further released over a period of four years of continuous service, 25% of which vest upon the first anniversary of the stated vesting commencement date and the remaining vest ratably over the following 36 months.

The share-based compensation expenses in relation to the restricted shares granted by the Founder recognized for the years ended December 31, 2020, 2021 and 2022 were US$0.9 million, US$0.7 million and US$0.2 million, respectively.

Restricted Share Units

Granted by the Company

A restricted share unit (“RSU”) generally vest over a period of two to six years of continuous service. The following table summarizes the RSU activities:


	Numbers of Shares			Weighted-average Grant Date Fair Value
				(US$)
Outstanding at January 1, 2020		—		—
Granted		263,621			10.30
Vested		—		—
Outstanding at December 31, 2020		263,621			10.30
Granted		4,106,498			7.10
Vested		(384,585	)		8.84
Forfeited		(33,004	)		10.09
Outstanding at December 31, 2021		3,952,530			7.12
Granted		17,166,304			1.48
Vested		(2,031,624	)		5.50
Forfeited		(2,050,651	)		2.45
Outstanding at December 31, 2022		17,036,559			2.19

The share-based compensation expenses in relation to the restricted share units granted by the Company recognized for the year ended December 31, 2020, 2021 and 2022 was US$0.1 million, US$5.6 million and US$11.7 million.

As of December 31, 2021 and 2022, there were US$25.8 million and US$33.8 million unrecognized share-based compensation expenses related to restricted share units, which is expected to be recognized over a weighted-average period of 4.4 and 5.7 years.

Venture Partners Plan

In November 2020, the Company adopted and board of directors approved the Venture Partners Plan (“VPP Program”) as a complement to the current bonus and equity incentive plans.

Under the VPP Program, the Company grants VPPs to employees, consultants and directors to participate in the program; the VPPs will be converted to and paid out in cash or settled in shares at the discretion of the Company. The VPP Program is administered by the compensation committee of the board of directors or any personnel appointed by the compensation committee (“administrator”). The administrator has the authority and discretion necessary or appropriate to administer the VPP Program and to control its operation, including determining the adjusted profits for each performance year which will be allocated as the annual shared profit and the accumulated retained profit (if any), determining the method and timing of settlement. The compensation committee of the board of directors may, at any time, amend, alter, suspend or terminate the VPP Program.

The VPP Program stipulates that a participant is entitled to the annual shared profit contingent on their service through the annual performance period, while their receipt of the accumulated retained profit (if any) is contingent on their employment through the date of payment. While the annual shared profit is typically settled in the year following the performance year, the accumulated retained profit will be settled at a future period that is determined by the administrator.

As of December 31, 2021, the liability awards for the 2020 performance year have been fully settled in the form of share options with a zero dollar exercise price that vested immediately upon the settlement date. For the year ended December 31, 2021, US$5.8 million share-based compensation expenses was recorded in relation to the program for the 2021 performance year, and there is nil estimated unrecognized share-based compensation expenses related to the 2021 program.

As of December 31, 2022, US$5,727 thousand out of the liability awards for the 2021 performance year have been settled in the form of share options with a zero dollar exercise price that vested immediately upon the settlement date with the remaining expected to be settled in late 2023. For the year ended December 31, 2022, US$4.5 million share-based compensation expenses was recorded in relation to the program for the 2022 performance year, and there is nil estimated unrecognized share-based compensation expenses related to the 2022 program.

Employee Benefits

12 Months Ended

Dec. 31, 2022

Employee Benefits

19.

Employee Benefits

The full-time employees of the Company’s subsidiaries and the VIEs that are incorporated in the PRC are entitled to staff welfare benefits including medical insurance, basic pensions, unemployment insurance, work injury insurance, maternity insurance and housing funds. These companies are required to contribute to these benefits based on certain percentages of the employees’ salaries in accordance with the relevant regulations and charge the amount contributed to these benefits to the consolidated statements of comprehensive loss. The total amounts charged to the consolidated statements of comprehensive loss for such employee benefits amounted to US$4.7 million, US$15.5 million and US$17.6 million for the years ended December 31, 2020, 2021 and 2022, respectively. The PRC government is responsible for the welfare and medical benefits and ultimate pension liability to these employees.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

20.

Income Taxes

Cayman Islands

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.

Hong Kong

The Company’s subsidiary in Hong Kong is subject to Hong Kong Profits Tax on the taxable income as reported in the statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. Additionally, payments of dividends by the subsidiaries incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax.

PRC

On March 16, 2007, the National People’s Congress of PRC enacted the Enterprise Income Tax Law (the “EIT Law”), under which foreign invested enterprises (“FIEs”) and domestic companies would be subject to enterprise income tax (“EIT”) at a uniform rate of 25%.

The EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The implementing rules of the EIT Law merely define the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located.”

The EIT Law also imposes a withholding income tax of 10% on dividends distributed by a FIE to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. The Cayman Islands, where the Company is incorporated, does not have such a tax treaty with China. According to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, which was promulgated in August 2006, dividends paid by a FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% if the immediate holding company in Hong Kong owns directly at least 25% of the shares of the FIE and could be recognized as a beneficial owner of the dividend from a PRC tax perspective.

Dayin obtained a software company certificate in 2018. Pursuant to such certificate, Dayin qualifies for a tax holiday during which it is entitled to an exemption from EIT for two years commencing from its first profit-making year of operation and a 50% reduction of EIT for the following three years. Dayin qualified for a 50% EIT reduction in 2020 and 2021. Dayin also obtained its high-tech enterprise certificate in 2019 and was entitled to preferential tax rate of 15% for the year of 2022. Zhaoyan obtained its high-tech enterprise certificate in 2021 and is entitled to preferential tax rate of 15% for the years of 2021, 2022 and 2023. Beijing Easemob obtained its high-tech enterprise certificate in 2019 and was entitled to preferential tax rate of 15% for the years of 2021 and 2022.

Deferred income taxes are not provided on undistributed earnings of the Company’s PRC subsidiaries that are intended to be permanently reinvested in China. The Company expects to indefinitely reinvest undistributed earnings generated in the onshore PRC entities.

United States

The Company’s subsidiary in California, United States is subject to U.S. federal corporate tax and California corporate franchise tax on its taxable income as reported in its statutory financial statements adjusted in accordance with relevant U.S. tax laws. The applicable U.S. federal corporate tax rate is 21% and the California corporate franchise tax rate is 8.84% in 2020, 2021 and 2022.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code including, but not limited to: (1) reducing the U.S. federal corporate tax rate from 35% to 21%; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (6) creating the base erosion anti-abuse tax (“BEAT”), a new minimum tax; (7) creating a new limitation on deductible interest expense; and (8) changing rules related to uses and limitations of net operating loss carry-forwards created in tax years beginning after December 31, 2017. See the tax loss carry-forwards disclosure below for the impact of the Tax Act on the Group. In addition, the California corporate franchise tax remained the same after the enactment of the Tax Act.

United Kingdom

The Company’s subsidiary in the United Kingdom is subject to the UK corporate income tax rate of 17%.

Singapore

The Company’s subsidiary in Singapore is subject to the corporate income tax rate of 17%.

As the Group incurred income tax expense mainly from PRC tax jurisdictions, the following information is based mainly on PRC income taxes.

India

The Company’s subsidiary in the India is subject to the India corporate income tax rate of 25.17%.

Pre-tax Income (Loss)

The following table presents the composition of pre-tax income (loss) for the years ended December 31, 2020, 2021 and 2022:


	Year Ended December 31
	2020			2021			2022
				(US$ thousand)
Pre-tax (loss) income from PRC entities	$	8,036		$	(62,008	)	$	(91,856	)
Pre-tax loss from non-PRC entities		(10,589	)		(9,836	)		(28,105	)
Total pre-tax loss	$	(2,553	)	$	(71,844	)	$	(119,961	)

Reconciliation of the differences between Statutory Tax Rate and the Effective Tax Rate (“EIT” rate)

The following table sets forth a reconciliation between the statutory PRC EIT rate of 25% and the effective tax rate:


	Year Ended December 31
	2020			2021			2022
				(US$ thousand)
Statutory income tax rate		25.00	%		25.00	%		25.00	%
Permanent differences(1)		124.93	%		1.09	%		0.47	%
Tax rate difference from statutory rate in other jurisdictions(2)		30.23	%		0.82	%		(1.19	)%
Change in valuation allowance(3)		(191.36	)%		(21.89	)%		(21.56	)%
Effect of tax holiday(4)		(10.78	)%		(6.00	)%		(3.28	)%
Others		(0.03	)%		(0.19	)%		0.00	%
Effective tax rate		(22.01	)%		(1.17	)%		(0.55	)%

(1)

The permanent differences are primarily related to additional tax deductions for qualified research and development expenses and interest income generated from Shengwang Hongkong Limited, offset by non-deductible share-based compensation expenses.

(2)

The tax rate difference is attributed to varying rates in other jurisdictions where the Group is established or operates, such as the Cayman Islands, the United States or Singapore.

(3)

The change in valuation allowance is primarily attributed to fully provisioning for net operating loss carry-forwards of the Group.

(4)

Effect of tax holidays is primarily attributable to the preferential tax rates of Dayin, Zhaoyan and Beijing Easemob.

For the years ended December 31, 2020, 2021 and 2022, substantially all the amounts of current and deferred income tax expense are attributable to the PRC and US entities.


	Year Ended December 31
	2020		2021		2022
			(US$ thousand)
Current income tax expense	$	184	$	601	$	1,001
Deferred income (tax benefit) tax expense		378		239		(338	)
Income tax expense	$	562	$	840	$	663

The aggregate amount and per share effect of reduction of EIT for Zhaoyan, Dayin and Beijing Easemob as a result of tax holidays are as follows:


	Year Ended December 31
	2020			2021			2022
				(US$ thousand)
The aggregate amount of effect	$	(275	)	$	(4,310	)	$	(3,929	)

The tax holiday effect disclosed above did not have a material impact to the Company’s net loss per share for the years ended December 31, 2020, 2021 and 2022.

Deferred Tax Assets and Liabilities

The principal components of the deferred tax assets were as follows:


	As of December 31,
	2021			2022
	(US$ thousand)
Deferred tax assets:
Tax loss carry-forwards	$	26,264		$	49,958
Allowance for doubtful accounts and current expected credit losses		1,173			1,969
Payroll liabilities		670			93
Impairment of long-term investments		157			2,123
Other deductible temporary difference		149			130
Deferred tax assets		28,413			54,273
Less valuation allowance		(28,413	)		(54,273	)
Deferred tax assets, net	$	—		$	—
Deferred tax liabilities:
Recognition of intangible assets arising from business combination		(988	)		(650	)
Reclassification to held-for-sale liabilities (Note 15)		—			243
Deferred tax liabilities, net	$	(988	)	$	(407	)

As of December 31 2021 and 2022, the Group had tax loss carryforwards of approximately US$116.2 million and US$233.0 million, which can be carried forward to offset taxable income. As of December 31, 2021 and 2022, Agora Lab, Inc., a California corporation, had U.S. federal tax loss carry- forwards of approximately US$37.9 million and US$35.4 million, respectively, and had U.S. state tax loss carry-forwards of approximately US$37.8 million and US$35.3 million, respectively. Under the U.S. tax law, federal tax loss carry-forwards arising in tax years beginning after December 31, 2017 can be carried forward indefinitely but the maximum deduction for any such loss carried forward to tax years beginning on or after January 1, 2021 is reduced to 80% of Agora Lab, Inc.’s taxable income, while loss carry-forwards arising in 2017 or prior years can be carried back two tax years and carried forward up to 20 years (and are not subject to the 80% limitation). California state tax loss carry-forwards may be carried forward for up to 20 years and are subject to limitation on use through the end of 2021 (during which the period of carryforward may be extended). Agora Lab, Inc.’s federal tax loss carry-forwards arisen in 2017 or prior will begin to expire in varying amounts between 2035 and 2038 and the state tax loss carry-forwards will begin to expire in varying amounts between 2035 and 2041.

Movement of Valuation Allowance


	Year Ended December 31
	2020			2021			2022
Balance at beginning of the year	$	(7,727	)	$	(12,688	)	$	(28,413	)
Addition in current year		(4,961	)		(15,725	)		(25,860	)
Balance at the end of the year	$	(12,688	)	$	(28,413	)	$	(54,273	)

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Basic and Diluted Net Loss per Share

Basic and Diluted Net Loss per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

21.

Basic and Diluted Net Loss per Share

Basic and diluted net loss per share have been calculated in accordance with ASC 260, Earnings Per Share. Basic net loss per share is computed using the weighted average number of ordinary shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding during the period. The computation of earnings per share for the years ended December 31, 2020, 2021 and 2022 is as follows:


	Year Ended December 31
	2020			2021			2022
	(US$ thousand)
Numerator:
Net loss	$	(3,115	)	$	(72,355	)	$	(120,380	)
Cumulative undeclared dividends on convertible redeemable preferred shares		(6,715	)		—			—
Accretion on convertible redeemable preferred shares to redemption value (Note 16)		(193,466	)		—			—
Net loss attributable to Agora, Inc.’s ordinary shareholders - basic and diluted		(203,296	)		(72,355	)		(120,380	)
Denominator:
Denominator for basic and diluted loss per share
weighted-average ordinary shares outstanding(1)		268,849,967			440,864,190			446,426,914
Basic and diluted loss per share	$	(0.76	)	$	(0.16	)	$	(0.27	)

(1)

Options exercisable for a minimal exercise price are included in the denominator of basic loss per share calculation once there are no further vesting conditions or contingencies associated with them, as they are considered contingently issuable shares. Accordingly, a weighted average of 1,457,697 shares related to these options, for which the exercise price is zero dollars per share, are included in the denominator for the computation of basic loss per share for the year ended December 31, 2022.

The following ordinary shares equivalent were excluded from the computation of diluted net loss per ordinary share for the periods presented because including them would have had an anti-dilutive effect:


	Year Ended December 31
	2020		2021		2022
Preferred shares - weighted average		86,731,855		—	—
Share options - weighted average		39,846,432		39,790,418		27,465,692
Restricted share - weighted average		479,275		204,129		369,050
Restricted share units - weighted average		32,870		471,680		942,501
VPP shares – weighted average		39,311		72,257		343,984

Commitment and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

22.

Commitments and Contingencies

Contractual Purchase Obligations

The Group has entered into non-cancellable agreements related to the purchase of network equipment and construction related cost from third party vendors. As of December 31, 2022, contractual purchase obligations with respect to these servers consist of the following:


	Contractual Purchase Obligations
	(US$ thousand)
2022		7,568

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

23.

Related Party Transactions

For the years ended December 31, 2020, 2021 and 2022, the significant related party transactions and balances were as follows:


	Year Ended December 31
	2020		2021		2022
			(US$)
Rental fee charged by a related party		202		216	207
Consideration to a related party for Netless acquisition		1,300		—		—

The rental fee charged by a related party represented the costs charged from a company under common control of a principal shareholder for a renewable operating lease for an office facility used by the Group. The Company has recorded US$0.2 million of ROU assets and lease liabilities as of December 31, 2022 associated with this lease (see Note 7 for additional information on leases).

Prior to the Netless acquisition (Note 3), a company under common control of a principal shareholder held a 10% preferred share investment in the acquiree company. As part of the acquisition, the related party’s preferred share investment was liquidated, and the related party was entitled to a US$1.3 million worth of payment in a combination of US$1.2 million and 14,935 ordinary shares, as well as additional payout which is contingent on certain conditions. The total payout that the related party is entitled to, including subsequent payments, is equivalent to 100% of the issuance price plus the related party’s ratable portion of the remaining purchase price as a 10% shareholder. The cash consideration was recorded as a payable as of December 31, 2020 and was subsequently settled in 2021.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	24. Subsequent Events No subsequent event which had a material impact on the Company was identified through the date of issuance of the financial statements.

Restricted Net Assets

12 Months Ended

Dec. 31, 2022

Functional Currencies and Foreign Currency Translation

Restricted Net Assets

25.

Restricted Net Assets

Relevant PRC laws and regulations permit payments of dividends by the Group’s subsidiaries and the VIEs incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the Group’s subsidiaries and the VIEs in the PRC are required to annually appropriate 10% of their net after-tax income to the statutory general reserve fund prior to payment of any dividends, unless such reserve funds have reached 50% of their respective registered capital. As a result of these and other restrictions under PRC laws and regulations, the Group’s subsidiaries and the VIE subsidiaries incorporated in the PRC are restricted in their ability to transfer a portion of their net assets to the Company either in the form of dividends, loans or advances.

There are no significant differences between U.S. GAAP and PRC accounting standards in connection with the reported net assets of the legally owned subsidiaries in the PRC and the VIEs. Even though the Company currently does not require any such dividends, loans or advances from the PRC entities for working capital and other funding purposes, the Company may in the future require additional cash resources from them due to changes in business conditions, to fund future acquisitions and development, or merely to declare and pay dividends or distributions to our shareholders. Except for the above, there is no other restriction on use of proceeds generated by the Group’s subsidiaries and the VIEs to satisfy any obligations of the Company.

As of December 31, 2022, the total restricted net assets of the Company’s subsidiaries and the VIEs incorporated in the PRC and subjected to restriction amounted to nil.

Rules 12-04(a) and 4-08(e)(3) of Regulation S-X require condensed financial information as to the financial position, cash flows and results of operations of a parent company as of and for the same periods for which the audited consolidated financial statements have been presented when the restricted net assets of the consolidated and unconsolidated subsidiaries together exceed 25% of consolidated net assets as of the end of the most recently completed fiscal year. The Company performed a test on the restricted net assets of consolidated subsidiaries in accordance S-X Rule4-08 (e)(3) and concluded that it was not applicable for the Company to disclose the financial statements for the parent company since the 25% threshold was not met for the year ended December 31, 2022.

Principal Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

(a)

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principal accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below.

Basis of Consolidation

(b)

Basis of Consolidation

Use of Estimates

(c)

Use of Estimates

(d)

Functional Currencies and Foreign Currency Translation

Concentration of Credit Risk

(e)

Concentration of Credit Risk

Financial instruments that potentially subject the Group to concentration of credit risk consist of cash and cash equivalents, short-term investments and accounts receivable.

The following table summarizes customers with greater than 10% of the accounts receivables:

* Less than 10%

No individual customer accounted for more than 10% of revenues for the years ended December 31, 2020, 2021 and 2022.

Fair Value Measurements

(f)

Fair Value Measurements

•

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

•

Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities.

•

Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments include cash and cash equivalents, accounts receivable, certain prepayments and other current assets, accounts payable, certain accrued expenses and other current liabilities, whose carrying amounts approximate their fair values due to the short-term maturity of these instruments.The Company measures equity method investments at fair value on a non-recurring basis only if an impairment charge were to be recognized. Equity investments accounted for using the measurement alternative are generally not categorized in the fair value hierarchy. However, if equity investments without readily determinable fair values were remeasured during the periods presented, they would be classified within Level 3 in the fair value hierarchy based on the nature of the fair value inputs.

The following table sets forth the Group’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:


	As of December 31, 2021
	Level 1		Level 2		Level 3		Balance at Fair value
	(US$ thousand)
Short-term investments — financial products issued by banks		—		10,359		—		10,359
Short-term investment — equity investment in a publicly traded security		14,143		—		—		14,143
Long-term investments — financial products issued by banks		—		39,000		—		39,000
Long-term investments — debt security		—		—		4,309		4,309


	As of December 31, 2021
	Level 1		Level 2		Level 3		Balance at Fair value
	(US$ thousand)
Short-term investments — financial products issued by banks		—		20,168		—		20,168
Long-term investments — debt security		—		—		5,196		5,196

The following table provides information about the reconciliation of the Level 3 fair value measurement of available-for-sale debt securities for the periods indicated:


	US$ thousand
Fair value of Level 3 investments as at December 31, 2020	—
New addition		5,000
Interest income and change in fair value of the investments		196
Fair value of Level 3 investments as at December 31, 2021		5,196
New addition	—
Interest income and change in fair value of the investments		(887	)
Fair value of Level 3 investments as at December 31, 2022		4,309


Selected P/S ratio		5.68x
Discount rate		11%
Probability of exit events		Liquidation scenario: 10% Redemption scenario: 30% IPO scenario: 60%
Lack of marketability discount		13%

Cash and Cash Equivalents

(g)

Cash and Cash Equivalents

Restricted Cash

(h)

Restricted Cash

Short-term Investments

(i)

Short-term Investments

Accounts Receivable, net

(j)

Accounts Receivable, net

Accounts receivable are stated at the amount management expects to collect from customers based on their outstanding invoices.

the Company adopted ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”), which creates an impairment model that is based on expected losses rather than incurred losses. The Group used a modified retrospective approach, and the cumulative-effect to retained earnings was immaterial. To estimate the allowance for current expected credit losses (“CECL”), the Company has identified the relevant risk characteristics of its customers and the related receivables and other receivables which include but are not limited to geographic region and industry. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Company considers the past collection history, future forecasts and macroeconomic factors. Other key factors that influence the CECL analysis include industry-specific factors and certain qualitative adjustments that could impact the Company’s receivables. This is assessed at each period end based on the Company’s specific facts and circumstances. There have been no significant impact of changes in the assumptions since adoption.

Property and Equipment, Net

(k)

Property and Equipment, net

The estimated useful lives of property and equipment are as follows:


		Estimated Useful Lives
Electronic equipment		3 – 5 years
Furniture, computers and office equipment		3 years
Network equipment		3 years
Leasehold improvements		Shorter of the lease term or the estimated useful life
Self-developed software		3 – 5 years

Goodwill and intangible assets

(l)

Long-term investments

The Company reviews its investments in equity method investees for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

Business combinations

(m)

Business combinations

(n)

Goodwill and intangible assets

Intangible assets

Goodwill

Impairment of long-lived assets other than goodwill

(o)

Impairment of long-lived assets other than goodwill

Leases

(p)

Leases

Prior to the adoption of ASC 842 on January 1, 2021

Upon and hereafter the adoption of ASC 842 on January 1, 2021

Advances from Customers

(q)

Advances from Customers

Deferred Financing Costs

(r)

Deferred Financing Costs

As of December 31, 2021 and 2022, deferred financing costs of US$2.3 and nil were recorded in the consolidated balance sheet, respectively. See Note 12—Other Non-current Assets.

Value Added Taxes

(s)

Value Added Taxes

Revenue Recognition

(t)

Revenue Recognition

Practical Expedients and Exemptions

Cost of Revenues

(u)

Cost of Revenues

Research and Development Expenses

(v)

Research and Development Expenses

Software Development Costs

(w)

Software Development Costs

Sales and Marketing Expenses

(x)

Sales and Marketing Expenses

General and Administrative Expenses

(y)

General and Administrative Expenses

Income Tax

(z)

Income Tax

Share-based Compensation

(aa)

Share-based Compensation

Share Options Granted

Liability Classified Awards

Restricted Shares and Restricted Share Units (“RSUs”)

Related Parties

(bb)

Related Parties

Dividends

(cc)

Dividends

Losses Per Share

(dd)

Losses Per Share

Comprehensive Loss

(ee)

Comprehensive Loss

Segment Reporting

(ff)

Segment Reporting

The following table presents the Group’s revenues disaggregated by primary geographical markets:


	Year Ended December 31,
	2020		2021		2022
			(US$ thousand)
Primary geographical markets based on customers’ location
PRC	$	107,092	$	117,944	$	91,671
United States		10,019		17,281		22,736
Others		16,453		32,757		46,263
Total revenues	$	133,564	$	167,982	$	160,670

The majority of the Group’s long-lived assets are located and maintained within the PRC.

Recently Issued Accounting Pronouncements

(gg)

Recently Issued Accounting Pronouncements

New and Amended Standards Adopted by the Group

New and Amended Standards not yet Adopted by the Group

Organization and Nature of Operations (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of principal subsidiaries and VIEs

The Company’s principal subsidiaries and VIEs as of December 31, 2022 are as follows:


Principal Subsidiaries:	Date of Incorporation	Place of Incorporation	Percentage of direct/indirect economic interest			Principal Activities
Agora Lab, Inc.	January 13, 2014	California, United States		100	%	Provision of services
API Investment Limited (formerly known as Agora IO, Inc)	December 2, 2014	Cayman Islands		100	%	Investment holding
Shengwang Hongkong Limited (formerly known as Agora IO Hongkong Limited)	December 12, 2014	Hong Kong		100	%	Investment holding
Shanghai Dayin Network Technology Co., Ltd. (“Dayin”)	April 30, 2015	PRC		100	%	Provision of services
Shanghai Shengwang Technology Co., Ltd. (“Shengwang”, formerly known as Shanghai Jiyin Network Technology Co., Ltd.)	May 26, 2020	PRC		100	%	Provision of services
Agora.IO Ltd	July 25, 2019	United Kingdom		100	%	Investment holding
Agora IO Singapore PTE. Ltd.	November 4, 2020	Singapore		100	%	Provision of services
Agora Labs India Private Limited	December 29, 2021	India		100	%	Provision of services
Beijing Yizhang Yunfeng Technology Co., Ltd (“Beijing Easemob”)	April 27, 2013	PRC		100	%	Provision of services
VIEs:
Shanghai Zhaoyan Network Technology Co., Ltd. (“Zhaoyan”)	March 28, 2014	PRC		100	%	Provision of services
Beijing Zhonghuan Chuanyin Technology Co., Ltd. (“Zhonghuan”)	April 22, 2020	PRC		100	%	Provision of services

Schedule of financial information of VIEs


	As of December 31,
	2021		2022
	(US$ thousand)
Assets
Current assets:
Cash and cash equivalents	$	2,786	$	2,135
Short-term investments		7,547		10,359
Accounts receivable, net		24,625		21,739
Amounts due from related parties		10,109		2,338
Prepayments and other current assets		1,259		424
Held-for-sale assets (1)	—			82
Total current assets		46,326		37,077
Non-current assets:
Property and equipment, net		7,639		4,025
Long-term investments		16,919		8,500
Operating lease right-of-use assets		766		442
Intangible assets		231		151
Other non-current assets		312		2,048
Total non-current assets		25,867		15,166
Total assets	$	72,193	$	52,243
Liabilities
Current liabilities:
Accounts payable		3,751		8,129
Amounts due to related parties		44,394		54,210
Advances from customers		1,491		2,348
Taxes payable		241		336
Current operating lease liabilities		459		294
Accrued expenses and other current liabilities		15,721		11,299
Total current liabilities		66,057		76,616
Non-current liabilities:
Long term payable		228		19
Long-term operating lease liabilities		305		134
Deferred tax liabilities		43		32
Total non-current liabilities		576		185
Total liabilities	$	66,633	$	76,801

(1)


	Year Ended December 31
	2020		2021			2022
			(US$ thousand)
Third-party revenues	115,254			114,617			85,686
Inter-company revenues		577	—			—
Net (loss) income		1,247		(5,660	)		(32,039	)


	Year Ended December 31
	2020			2021			2022
				(US$ thousand)
Net cash and cash equivalents generated from operating activities		3,918			15,740			12,478
Net cash and cash equivalents used in investing activities		(18,865	)		(15,316	)		(13,057	)
Cash balance recorded in held-for-sale assets	—			—				(72	)

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

Schedule of Concentration of Risk

Principal Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

The following table summarizes customers with greater than 10% of the accounts receivables:

Schedule Assets and Liabilities Measured at Fair Value

The following table sets forth the Group’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:


	As of December 31, 2021
	Level 1		Level 2		Level 3		Balance at Fair value
	(US$ thousand)
Short-term investments — financial products issued by banks		—		10,359		—		10,359
Short-term investment — equity investment in a publicly traded security		14,143		—		—		14,143
Long-term investments — financial products issued by banks		—		39,000		—		39,000
Long-term investments — debt security		—		—		4,309		4,309


	As of December 31, 2021
	Level 1		Level 2		Level 3		Balance at Fair value
	(US$ thousand)
Short-term investments — financial products issued by banks		—		20,168		—		20,168
Long-term investments — debt security		—		—		5,196		5,196

Schedule of Useful lives of Property and Equipment

Property and equipment, net consisted of the following:


	As of December 31,
	2021			2022
	(US$ thousand)
Cost:
Network equipment	$	27,804		$	27,369
Leasehold improvements		2,755			3,784
Electronic equipment		3,324			3,706
Furniture, computers and office equipment		1,064			1,057
Self-developed software		—			830
Total cost		34,947			36,746
Less: accumulated depreciation		(16,879	)		(25,125	)
Capitalized internal-use software development costs		844			91
Construction in progress		282			1,234
Property and equipment, net	$	19,194		$	12,946

Schedule of Disaggregation of Revenue

The following table presents the Group’s revenues disaggregated by primary geographical markets:


	Year Ended December 31,
	2020		2021		2022
			(US$ thousand)
Primary geographical markets based on customers’ location
PRC	$	107,092	$	117,944	$	91,671
United States		10,019		17,281		22,736
Others		16,453		32,757		46,263
Total revenues	$	133,564	$	167,982	$	160,670

Available for sale debt securities [Member]

Schedule Of Fair Value, Assets Measured On Recurring Basis, Unobservable Input Reconciliation

The following table provides information about the reconciliation of the Level 3 fair value measurement of available-for-sale debt securities for the periods indicated:


	US$ thousand
Fair value of Level 3 investments as at December 31, 2020	—
New addition		5,000
Interest income and change in fair value of the investments		196
Fair value of Level 3 investments as at December 31, 2021		5,196
New addition	—
Interest income and change in fair value of the investments		(887	)
Fair value of Level 3 investments as at December 31, 2022		4,309

Schedule Of Fair Value Measurement Inputs and Valuation Techniques

The significant unobservable inputs adopted in the valuation as of December 31, 2022 are as follows:


Selected P/S ratio		5.68x
Discount rate		11%
Probability of exit events		Liquidation scenario: 10% Redemption scenario: 30% IPO scenario: 60%
Lack of marketability discount		13%

Property and equipment of estimated useful lives [Member]

Schedule of Useful lives of Property and Equipment

The estimated useful lives of property and equipment are as follows:


		Estimated Useful Lives
Electronic equipment		3 – 5 years
Furniture, computers and office equipment		3 years
Network equipment		3 years
Leasehold improvements		Shorter of the lease term or the estimated useful life
Self-developed software		3 – 5 years

Business acquisition (Tables)

12 Months Ended

Dec. 31, 2022

Netless

Business Acquisition [Line Items]

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed


	As of acquisition close date
	2020
	(US$ thousand)
Fair value of consideration transferred
Cash (1)	$	3,150
Ordinary shares		850
Number of ordinary shares issued		85
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash-equivalents	$	556
Accounts receivable		203
Prepayments and other current assets		24
Property and equipment, net		15
Intangible assets, net		213
Salary and welfare payable		(31	)
Taxes payable and other accrued liabilities		(16	)
Deferred tax liabilities(2)		(53	)
Total identifiable net assets acquired		911
Goodwill		3,089
Total purchase consideration	$	4,000

(1)

The cash payment for Netless was made in first and second quarter of 2021.

(2)

Acquisition Of Easemob [Member]

Business Acquisition [Line Items]

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed


	As of acquisition close date
	2021
	(US$ thousand)
Fair value of consideration transferred
Cash (1)	$	53,350
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash-equivalents	$	1,331
Accounts receivable		451
Prepayments and other current assets		704
Contract asset		705
Fixed assets		2
Intangible assets, net		8,155
Operating lease right-of-use assets		413
Other non-current assets		26
Accounts payable		(134	)
Advances from customers		(6,710	)
Salary and welfare payable		(2,863	)
Taxes payable and other accrued liabilities		(200	)
Operating lease liabilities		(363	)
Deferred tax liabilities(2)		(1,219	)
Total identifiable net assets acquired		298
Goodwill		53,052
Total purchase consideration	$	53,350

(1)

The cash consideration for Easemob has not been fully paid. As of December 31, 2022, the amount of US$4.6 million was recorded as a payable in accrued expenses and other current liabilities.

(2)

Accounts Receivable, Net (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Accounts Receivable Activity


	As of December 31,
	2021(1)			2022(1)
	(US$ thousand)
Accounts receivable	$	38,955		$	42,672
Less: allowance for current expected credit losses		(6,336	)		(9,869	)
Accounts receivable, net	$	32,619		$	32,803

Schedule of Movement of Allowance for Credit Losses

Movement of allowance for credit losses was as follows:


	Year Ended December 31
	2020			2021(1)			2022(1)
	(US$ thousand)
At beginning of the period	$	(1,036	)	$	(1,535	)	$	(6,336	)
Additional provisions		(1,365	)		(4,828	)		(5,391	)
Write-off		921			97			1,210
Foreign currency translation impact		(55	)		(70	)		648
At end of the period	$	(1,535	)	$	(6,336	)	$	(9,869	)

(1)

The allowance for current expected credit losses reflects the Company’s estimated probable incurred losses upon adoption of ASC 326. See Note 2(j) for the Company’s CECL policy.

Prepayments and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepayments and Other Current Assets

The prepayments and other current assets consisted of the following:


	As of December 31,
	2021		2022
	(US$ thousand)
Interest receivables	$	2,674	$	4,412
Prepayments(1)		2,820		2,033
VAT recoverable(2)		1,806		428
Employee loans and advances(3)		888		183
Restricted cash		130		130
Proceeds receivable for employee share option exercises		329		90
Others		154		50
	$	8,801	$	7,326

(1)

Prepayments are primarily related to prepayments for services, advertisements and other deposits.

(2)

VAT recoverable represented the balances that the Group can utilize to deduct its VAT liabilities within the next 12 months.

(3)

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following:


	As of December 31,
	2021			2022
	(US$ thousand)
Cost:
Network equipment	$	27,804		$	27,369
Leasehold improvements		2,755			3,784
Electronic equipment		3,324			3,706
Furniture, computers and office equipment		1,064			1,057
Self-developed software		—			830
Total cost		34,947			36,746
Less: accumulated depreciation		(16,879	)		(25,125	)
Capitalized internal-use software development costs		844			91
Construction in progress		282			1,234
Property and equipment, net	$	19,194		$	12,946

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Summary of Supplemental Cash Flow Information Related to Leases

Supplemental cash flow information related to leases were as follows:


	2021		2022
	(US$ thousand)
Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities		3,995		4,212
Right-of-use assets obtained in exchange for operating lease obligations		4,300		198

Schedule of Lease, Cost


	As of December 31,
	2021			2022
	(US$ thousand)
Weighted-average remaining lease term
Operating leases	2.0 years			0.9 years
Weighted-average discount rate
Operating leases		5.1	%		5.1	%

Schedule of Lessee, Operating Lease, Liability, Maturity

Maturities of lease liabilities were as follows:


	As of December 31, 2022
	(US$ thousand)
2023	$	2,153
2024		166
Total undiscounted lease payments		2,319
Less: imputed interest		(47	)
Total present value of lease liabilities	$	2,272

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible asset is comprised of following:


			2021							2022
	Weighted average amortization period		Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
	(in years)							(US$ thousand)

Developed technology (Note 3)		5	$	4,169	$	(705	)	$	3,464	$	2,575	$	(955	)	$	1,620
Customer relationships (Note 3)		3		4,172		(1,159	)		3,013		2,600		(1,589	)		1,011
Others		5		335		(115	)		220		308		(212	)		96
Total		4	$	8,676	$	(1,979	)	$	6,697	$	5,483	$	(2,756	)	$	2,727

Goodwill (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in the Carrying Amount of Goodwill

Changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2022 were as follows:


	Agora			Easemob			Total
				(US$ thousand)
Balance as of January 1, 2021	$	3,089		$	—		$	3,089
Addition		—			53,053			53,053
Balance of December 31, 2021	$	3,089		$	53,053		$	56,142
Impairment		(3,089	)		(8,852	)		(11,941	)
Reclassification to held-for-sale assets (Note 15)		—			(12,273	)		(12,273	)
Balance of December 31, 2022	$	—		$	31,928		$	31,928

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Topic 350
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-Paragraph 1
-Subparagraph (g)
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 11: http://www.xbrl.org/2003/role/exampleRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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Equity Method Investments and Joint Ventures [Abstract]

Long-term investments (Tables)

12 Months Ended

Dec. 31, 2022

Schedule Of Equity Method Investments


	As of December 31,
	2021		2022
	(US$ thousand)
Equity investments without readily determinable fair value	$	36,025	$	41,377
Financial products issued by banks		—		39,000
Equity method investments		12,704		9,215
Debt security		5,196		4,567
	$	53,925	$	94,159

Other Non-current Assets (Tables)

12 Months Ended

Dec. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Non-current Assets

Other non-current assets consisted of the following:


	As of December 31,
	2021		2022
	(US$ thousand)

Prepayment for a long-term investment	$	—	$	1,903
Long-term deposits		1,136		772
Equipment in-transit		273		63
Deferred financing costs		2,289		—
Others		221		150
	$	3,919	$	2,888

Taxes Payable (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Taxes Payable

Taxes payable consisted of the following:


	As of December 31,
	2021		2022
	(US$ thousand)
Individual income tax withholding	$	2,118	$	1,260
VAT payable		299		525
Other taxes payable		17		78
Corporate income taxes payable		1		4
	$	2,435	$	1,867

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	As of December 31,
	2021		2022
	(US$ thousand)
Accrued salary and social welfare costs	$	26,994	$	20,103
Advance payment received from disposal of business (Note 15)		—		7,000
Payables for acquisition (Note 3)		4,603		4,603
Liability classified awards for share-based compensation (Note 18)		5,852		4,560
Payables for compensation costs in relation to an acquisition		3,500		3,500
Accrued professional service fees		992		1,663
Payable for construction cost		—		1,184
Deposit related to disposal of business (Note 15)		—		1,000
Accrued advertising and marketing fees		342		470
Accrued staff reimbursements		678		386
Accrued office expense		668		308
Share option deposit held on behalf of employees		134		124
Payables for long-term investments		5,490		—
Payables for deferred financing costs		2,234		—
Accrued recruitment service fee		392		—
Others		1,155		2,110
	$	53,034	$	47,011

Share-based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Compensation Expense

Compensation expenses recognized for share-based awards of the Company were as follows:


	Year Ended December 31,
	2020		2021		2022
	(US$ thousand)
Cost of revenues	$	357	$	879	$	906
Research and development expenses		5,312		19,737		18,055
Sales and marketing expenses		2,061		4,843		6,140
General and administrative expenses		4,244		6,022		7,262
	$	11,974	$	31,481	$	32,363

Compensation expenses recognized for different awards were summarized as below:


	Year Ended December 31,
	2020		2021		2022
	(US$ thousand)
Equity award – share options(1)(4)	$	7,192	$	16,672	$	14,315
Equity award – restricted shares(2)(3)		1,193		3,385		1,824
Equity award – restricted share units		136		5,588		11,712
Liability award – Venture Partners Plan		3,453		5,836		4,512
	$	11,974	$	31,481	$	32,363

(1)

Including share options granted to employees as part of post-combination compensation of nil, US$5.7 million and US$4.0 million for the years ended December 31, 2020, 2021 and 2022, respectively.

(2)

Including restricted shares granted by the Founder for equity classified award of US$0.9 million, US$0.7 million and US$0.2 million for the years ended December 31, 2020, 2021 and 2022, respectively.

(3)

(4)

Schedule of Share Options Activity

The following table summarizes activities of the Company’s share options for the years ended December 31, 2020, 2021 and 2022:

Equity Classified Share Options


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value		Weighted Average Grant Date Fair Value
				(US$)		In Years		(US$)		In Years
Outstanding at January 1, 2020		38,011,964			0.12		7.22		51,303,638		0.31
Granted		9,941,500			0.19						3.16
Exercised		(7,632,431	)		0.12				43,000,715
Forfeited		(706,150	)		0.16
Outstanding at December 31, 2020		39,614,883			0.17		8.23		466,460,320		1.08
Granted(1)		8,799,568			0.09						7.07
Exercised		(14,235,844	)		0.12				128,514,032
Forfeited		(1,469,760	)		0.13
Outstanding at December 31, 2021		32,708,847			0.14		7.04		127,168,263		2.78
Granted		20,767,284			0.02						0.81
Exercised		(10,511,776	)		0.08				17,775,175
Forfeited		(4,861,466	)		0.12
Outstanding at December 31, 2022		38,102,889			0.09		7.53		34,025,386		1.69
Vested and expected to vest at December 31, 2022		38,102,889			0.09		7.53		34,025,386		1.69
Exercisable at December 31, 2022		21,979,687			0.13		5.49		18,708,383		1.04

(1)

Schedule of Share Options, Fair Value Assumptions


	Year Ended December 31,
	2020		2021		2022
Exercise price	US$0.10 - US$1.74		US$0.10		US$0.0001 - US$0.10
Fair value of the ordinary shares on the date of option grant	US$0.8415 - US$8.9816		US$6.4850 - US$11.5675		US$0.6250 - US$1.6425
Risk-free interest rate(1)	0.28% - 1.46%		1.28% - 1.91%		2.35% - 3.88%
Expected term (in years)		10		10		10
Expected dividend yield(2)	0%		0%		0%
Expected volatility(3)	42.39% - 59.65%		54.16% - 56.70%		50.38% - 53.79%
Expected forfeiture rate (post-vesting)	3%		3%		3%

(1)

(2)

The Company has no history or expectation of paying dividends on its ordinary shares.

(3)

Expected volatility is estimated based on the average of historical volatilities of the comparable companies in the same industry as at the valuation dates.

Schedule of Restricted Share Activity

The following table summarizes the restricted shares activities:

Equity Classified Restricted Shares


	Numbers of Shares			Weighted-average Grant Date Fair Value
				(US$)
Outstanding at January 1, 2020		2,805,556			0.02
Granted(1)		512,782			10.16
Vested		(2,805,556	)		0.02
Outstanding at December 31, 2020		512,782			10.16
Granted		—			—
Vested		—			—
Outstanding at December 31, 2021		512,782			10.16
Granted		1,139,940			0.64
Vested		(298,704	)		10.16
Outstanding at December 31, 2022		1,354,018			2.15

(1)

A restricted share unit (“RSU”) generally vest over a period of two to six years of continuous service. The following table summarizes the RSU activities:


	Numbers of Shares			Weighted-average Grant Date Fair Value
				(US$)
Outstanding at January 1, 2020		—		—
Granted		263,621			10.30
Vested		—		—
Outstanding at December 31, 2020		263,621			10.30
Granted		4,106,498			7.10
Vested		(384,585	)		8.84
Forfeited		(33,004	)		10.09
Outstanding at December 31, 2021		3,952,530			7.12
Granted		17,166,304			1.48
Vested		(2,031,624	)		5.50
Forfeited		(2,050,651	)		2.45
Outstanding at December 31, 2022		17,036,559			2.19

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Composition of Pre-Tax Income (Loss)

The following table presents the composition of pre-tax income (loss) for the years ended December 31, 2020, 2021 and 2022:


	Year Ended December 31
	2020			2021			2022
				(US$ thousand)
Pre-tax (loss) income from PRC entities	$	8,036		$	(62,008	)	$	(91,856	)
Pre-tax loss from non-PRC entities		(10,589	)		(9,836	)		(28,105	)
Total pre-tax loss	$	(2,553	)	$	(71,844	)	$	(119,961	)

Schedule of Reconciliation of Effective Tax Rate

Reconciliation of the differences between Statutory Tax Rate and the Effective Tax Rate (“EIT” rate)

The following table sets forth a reconciliation between the statutory PRC EIT rate of 25% and the effective tax rate:


	Year Ended December 31
	2020			2021			2022
				(US$ thousand)
Statutory income tax rate		25.00	%		25.00	%		25.00	%
Permanent differences(1)		124.93	%		1.09	%		0.47	%
Tax rate difference from statutory rate in other jurisdictions(2)		30.23	%		0.82	%		(1.19	)%
Change in valuation allowance(3)		(191.36	)%		(21.89	)%		(21.56	)%
Effect of tax holiday(4)		(10.78	)%		(6.00	)%		(3.28	)%
Others		(0.03	)%		(0.19	)%		0.00	%
Effective tax rate		(22.01	)%		(1.17	)%		(0.55	)%

(1)

(2)

The tax rate difference is attributed to varying rates in other jurisdictions where the Group is established or operates, such as the Cayman Islands, the United States or Singapore.

(3)

The change in valuation allowance is primarily attributed to fully provisioning for net operating loss carry-forwards of the Group.

(4)

Effect of tax holidays is primarily attributable to the preferential tax rates of Dayin, Zhaoyan and Beijing Easemob.

Schedule of Current and Deferred Income Tax Expense (Benefit)

For the years ended December 31, 2020, 2021 and 2022, substantially all the amounts of current and deferred income tax expense are attributable to the PRC and US entities.


	Year Ended December 31
	2020		2021		2022
			(US$ thousand)
Current income tax expense	$	184	$	601	$	1,001
Deferred income (tax benefit) tax expense		378		239		(338	)
Income tax expense	$	562	$	840	$	663

Schedule of Impact of Tax Holidays

The aggregate amount and per share effect of reduction of EIT for Zhaoyan, Dayin and Beijing Easemob as a result of tax holidays are as follows:


	Year Ended December 31
	2020			2021			2022
				(US$ thousand)
The aggregate amount of effect	$	(275	)	$	(4,310	)	$	(3,929	)

Components of Deferred Tax Assets

Deferred Tax Assets and Liabilities

The principal components of the deferred tax assets were as follows:


	As of December 31,
	2021			2022
	(US$ thousand)
Deferred tax assets:
Tax loss carry-forwards	$	26,264		$	49,958
Allowance for doubtful accounts and current expected credit losses		1,173			1,969
Payroll liabilities		670			93
Impairment of long-term investments		157			2,123
Other deductible temporary difference		149			130
Deferred tax assets		28,413			54,273
Less valuation allowance		(28,413	)		(54,273	)
Deferred tax assets, net	$	—		$	—
Deferred tax liabilities:
Recognition of intangible assets arising from business combination		(988	)		(650	)
Reclassification to held-for-sale liabilities (Note 15)		—			243
Deferred tax liabilities, net	$	(988	)	$	(407	)

Schedule of Movement of Valuation Allowance

Movement of Valuation Allowance


	Year Ended December 31
	2020			2021			2022
Balance at beginning of the year	$	(7,727	)	$	(12,688	)	$	(28,413	)
Addition in current year		(4,961	)		(15,725	)		(25,860	)
Balance at the end of the year	$	(12,688	)	$	(28,413	)	$	(54,273	)

Basic and Diluted Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Computation

The computation of earnings per share for the years ended December 31, 2020, 2021 and 2022 is as follows:


	Year Ended December 31
	2020			2021			2022
	(US$ thousand)
Numerator:
Net loss	$	(3,115	)	$	(72,355	)	$	(120,380	)
Cumulative undeclared dividends on convertible redeemable preferred shares		(6,715	)		—			—
Accretion on convertible redeemable preferred shares to redemption value (Note 16)		(193,466	)		—			—
Net loss attributable to Agora, Inc.’s ordinary shareholders - basic and diluted		(203,296	)		(72,355	)		(120,380	)
Denominator:
Denominator for basic and diluted loss per share
weighted-average ordinary shares outstanding(1)		268,849,967			440,864,190			446,426,914
Basic and diluted loss per share	$	(0.76	)	$	(0.16	)	$	(0.27	)

(1)

Schedule of Antidilutive Ordinary Shares Excluded from Computation of Earnings Per Share


	Year Ended December 31
	2020		2021		2022
Preferred shares - weighted average		86,731,855		—	—
Share options - weighted average		39,846,432		39,790,418		27,465,692
Restricted share - weighted average		479,275		204,129		369,050
Restricted share units - weighted average		32,870		471,680		942,501
VPP shares – weighted average		39,311		72,257		343,984

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Unrecorded Unconditional Purchase Obligations Disclosure


	Contractual Purchase Obligations
	(US$ thousand)
2022		7,568

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Significant Related Party Transactions

For the years ended December 31, 2020, 2021 and 2022, the significant related party transactions and balances were as follows:


	Year Ended December 31
	2020		2021		2022
			(US$)
Rental fee charged by a related party		202		216	207
Consideration to a related party for Netless acquisition		1,300		—		—

Organization and Nature of Operations - Summary Of Principal Subsidiaries And VIEs (Detail)	12 Months Ended
	Dec. 31, 2022
Agora Lab, Inc.
Disclosure Of Major Subsidiaries And Variable Interest Entities [Line Items]
Date of Incorporation	Jan. 13, 2014
Percentage of direct/indirect economic interest	100.00%
Principal Activities	Provision of services
Place Of Incorporation	California, United States
API Investment Limited
Disclosure Of Major Subsidiaries And Variable Interest Entities [Line Items]
Date of Incorporation	Dec. 02, 2014
Percentage of direct/indirect economic interest	100.00%
Principal Activities	Investment holding
Place Of Incorporation	Cayman Islands
Shengwang Hongkong Limited
Disclosure Of Major Subsidiaries And Variable Interest Entities [Line Items]
Date of Incorporation	Dec. 12, 2014
Percentage of direct/indirect economic interest	100.00%
Principal Activities	Investment holding
Place Of Incorporation	Hong Kong
Dayin Network Technology Co., Ltd. ("Dayin")
Disclosure Of Major Subsidiaries And Variable Interest Entities [Line Items]
Date of Incorporation	Apr. 30, 2015
Percentage of direct/indirect economic interest	100.00%
Principal Activities	Provision of services
Place Of Incorporation	PRC
Shanghai Jiyin Network Technology Co., Ltd. ("Jiyin")
Disclosure Of Major Subsidiaries And Variable Interest Entities [Line Items]
Date of Incorporation	May 26, 2020
Percentage of direct/indirect economic interest	100.00%
Principal Activities	Provision of services
Place Of Incorporation	PRC
Agora.IO Ltd
Disclosure Of Major Subsidiaries And Variable Interest Entities [Line Items]
Date of Incorporation	Jul. 25, 2019
Percentage of direct/indirect economic interest	100.00%
Principal Activities	Investment holding
Place Of Incorporation	United Kingdom
Agora IO Singapore PTE. Ltd.
Disclosure Of Major Subsidiaries And Variable Interest Entities [Line Items]
Date of Incorporation	Nov. 04, 2020
Percentage of direct/indirect economic interest	100.00%
Principal Activities	Provision of services
Place Of Incorporation	Singapore
Agora Labs India Private Limited
Disclosure Of Major Subsidiaries And Variable Interest Entities [Line Items]
Date of Incorporation	Dec. 29, 2021
Percentage of direct/indirect economic interest	100.00%
Principal Activities	Provision of services
Place Of Incorporation	India
Beijing Yizhang Yunfeng Technology Co., Ltd ("Beijing Easemob")
Disclosure Of Major Subsidiaries And Variable Interest Entities [Line Items]
Date of Incorporation	Apr. 27, 2013
Percentage of direct/indirect economic interest	100.00%
Principal Activities	Provision of services
Place Of Incorporation	PRC
Shanghai Zhaoyan Network Technology Co., Ltd. ("Zhaoyan")
Disclosure Of Major Subsidiaries And Variable Interest Entities [Line Items]
Date of Incorporation	Mar. 28, 2014
Principal Activities	Provision of services
Percentage of Direct or Indirect Ownership, VIEs	100.00%
Place Of Incorporation	PRC
Beijing Zhonghuan Chuanyin Technology Co., Ltd. ("Zhonghuan")
Disclosure Of Major Subsidiaries And Variable Interest Entities [Line Items]
Date of Incorporation	Apr. 22, 2020
Percentage of Direct or Indirect Ownership, VIEs	100.00%
Principal Activities, VIEs	Provision of services
Place Of Incorporation	PRC

Organization and Nature of Operations - Narrative (Details) - USD ($) $ in Thousands			12 Months Ended
	Feb. 28, 2021	Nov. 27, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Variable Interest Entity [Line Items]
Service agreement, contractual term, minimum			10 years
Notice to terminate contractual agreement, period required			30 days
Shareholder voting rights agreement, term, minimum			10 years
Notice to terminate shareholder voting rights agreement, period requirement			30 days
Exclusive option agreement, term, minimum			10 years
Notice to terminate exclusive option agreement, period requirement			30 days
Agreement Term			10 years
Notice Period By wholly foreign owned enterprise to extend Aagreement term			30 days
Exclusive Technology Consulting and Services Agreement [Member]
Variable Interest Entity [Line Items]
Service fees charged by wholly foreign owned enterprise to variable interest entities			$ 8,000	$ 12,700	$ 53,800
Netless [Member]
Variable Interest Entity [Line Items]
Business acquisition percentage of voting interests acquired		100.00%
Payments to acquire businesses gross					$ 3,150
Business combination, consideration transferred		$ 4,000
Easemob [Member]
Variable Interest Entity [Line Items]
Business acquisition percentage of voting interests acquired	100.00%
Payments to acquire businesses gross	$ 53,400
Sale of business, completion date	Feb. 01, 2023
Agora IO Hongkong Limited
Variable Interest Entity [Line Items]
Percent ownership of subsidiary			100.00%
Agora IO Hongkong Limited \| Agora IO, Inc
Variable Interest Entity [Line Items]
Percentage of shares contributed			100.00%

Organization and Nature of Operations - Schedule of Financial Information of VIEs (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Jan. 01, 2021

Current assets:

Cash and cash equivalents

$ 45,673

$ 285,668

Short-term investments

382,039

469,636

^[1]

32,803

32,619

Property and equipment, net

7,326

8,801

Held-for-sale assets

17,004

Total current assets

485,479

797,686

Non-current assets:

12,946

19,194

Operating lease right-of-use assets

94,159

53,925

2,344

7,436

$ 6,500

Intangible assets

2,727

6,697

2,888

3,919

Total non-current assets

315,236

147,313

Total assets

800,715

944,999

Current liabilities:

10,103

5,309

8,352

9,068

Current operating lease liabilities

1,867

2,435

1,932

3,957

Total current liabilities

71,653

73,803

Non-current liabilities:

Long term payable

495

Long-term operating lease liabilities

340

3,452

Deferred tax liabilities

407

988

Total non-current liabilities

802

4,935

Total liabilities

72,455

78,738

Net cash and cash equivalents generated from operating activities

Total revenues

160,670

167,982

$ 133,564

Net (loss) income

(120,380)

(72,355)

(3,115)

Statement of Cash Flows [Abstract]

(52,380)

(20,000)

6,564

Net cash and cash equivalents used in investing activities

(144,062)

(57,690)

(535,052)

Third-party Revenues

Cash and cash equivalents

Total revenues

85,686

114,617

115,254

VIE

Current assets:

2,135

2,786

Short-term investments

10,359

7,547

Amounts due from related parties

21,739

24,625

2,338

10,109

Property and equipment, net

424

1,259

Held-for-sale assets

^[2]

Total current assets

37,077

46,326

Non-current assets:

4,025

7,639

Operating lease right-of-use assets

8,500

16,919

442

766

Intangible assets

151

231

2,048

312

Total non-current assets

15,166

25,867

Total assets

52,243

72,193

Current liabilities:

Amounts due to a related party (Note 21)

8,129

3,751

54,210

44,394

2,348

1,491

Current operating lease liabilities

336

241

294

459

Accrued expenses and other current liabilities

11,299

15,721

Total current liabilities

76,616

66,057

Non-current liabilities:

Long term payable

228

Long-term operating lease liabilities

134

305

Deferred tax liabilities

Total non-current liabilities

185

576

Total liabilities

76,801

66,633

Net cash and cash equivalents generated from operating activities

Net (loss) income

(32,039)

(5,660)

1,247

Statement of Cash Flows [Abstract]

12,478

15,740

3,918

Net cash and cash equivalents used in investing activities

(13,057)

$ (15,316)

(18,865)

Cash balance recorded in held-for-sale assets

$ (72)

VIE | Inter-company Revenues

Total revenues

$ 577

[1]	The allowance for current expected credit losses reflects the Company’s estimated probable incurred losses upon adoption of ASC 326. See Note 2(j) for the Company’s CECL policy.
[2]	Held-for-sale assets was related to Zhonghuan Chuanyin, which was disposed subsequently in connection with the Group’s selling its customer engagement cloud business of Easemob to a third party (Note 15).

Principal Accounting Policies - Narrative (Details)	12 Months Ended
Principal Accounting Policies - Narrative (Details)	Dec. 31, 2022 USD ($) Segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jan. 01, 2021 USD ($)
Finite-Lived Intangible Assets [Line Items]
Cash equivalents	$ 21,900,000	$ 0
Short-term investments	382,039,000	469,636,000
Cash and cash equivalents restricted cash, short-term investments, long-term investments and held-for-sale assets	468,300,000
Impairment Losses, Investments	8,277,000	626,000
Impairment of long-lived assets (excluding goodwill)	0	0	$ 0
Impairment of long-lived assets	0	0	0
Deferred offering costs	$ 0	2,300,000
Value added tax rate	6.00%
Advances from customers	$ 8,352,000	9,068,000
Contract with customer, liability, revenue recognized	5,600,000	700,000	900,000
Marketing and advertising costs	3,400,000	3,200,000	1,600,000
Deferred tax liabilities, uncertain tax positions	0	0	0
Dividends	$ 0	0	0
Number of operating segments \| Segment	1
Number of reportable segments \| Segment	1
Operating lease right-of-use assets	$ 2,344,000	7,436,000		$ 6,500,000
Operating lease, liability	$ 2,272,000			$ 6,500,000
Measurement period	1 year
Contract with customer, Asset after allowance for credit loss	$ 600,000	1,000,000.0
Short-Term Investments [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment Losses, Investments	$ 0	$ 0	$ 0
No Individual Customer \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Finite-Lived Intangible Assets [Line Items]
Concentration risk, percentage	10.00%	10.00%	10.00%
HONG KONG
Finite-Lived Intangible Assets [Line Items]
Percentage of deposits held by financial institutions	49.00%
SINGAPORE
Finite-Lived Intangible Assets [Line Items]
Percentage of deposits held by financial institutions	34.00%
PRC
Finite-Lived Intangible Assets [Line Items]
Percentage of deposits held by financial institutions	16.00%
Other International
Finite-Lived Intangible Assets [Line Items]
Percentage of deposits held by financial institutions	1.00%
Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	3 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	5 years

Principal Accounting Policies - Summary of Concentration Risk (Details)	12 Months Ended
	Dec. 31, 2021
Customer Concentration Risk \| Accounts Receivable [Member] \| Customer A Educational Institution Application [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	16.00%

Principal Accounting Policies - Fair Value of Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Short-Term Investments, Financial Products Issued By Banks
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	$ 10,359	$ 20,168
Short-Term Investment, Equity Investment in a Publicly Traded Security
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	14,143
Long-Term Investments, Financial Products Issued by Banks
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	39,000
Long-Term Investments, Debt Security
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	4,309	5,196
Level 1 \| Short-Term Investment, Equity Investment in a Publicly Traded Security
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	14,143
Level 2 \| Short-Term Investments, Financial Products Issued By Banks
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	10,359	20,168
Level 2 \| Long-Term Investments, Financial Products Issued by Banks
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	39,000
Level 3 \| Long-Term Investments, Debt Security
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	$ 4,309	$ 5,196

Principal Accounting Policies - Schedule Of Fair Value, Assets Measured On Recurring Basis, Unobservable Input Reconciliation (Detail) - Available for sale debt securities [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of Level 3 investments as at December 31, 2020 and 2021	$ 5,196	$ 0
New addition		5,000
Interest income and change in fair value of the investments	(887)	196
Fair value of Level 3 investments as at December 31, 2021 and 2022	$ 4,309	$ 5,196

Principal Accounting Policies - Schedule Of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Available for sale debt securities [Member]	Dec. 31, 2022 Ratio
Measurement Input, Cost to Sell [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Securities, Available-for-Sale, Measurement Input	5.68
Measurement Input, Discount Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Securities, Available-for-Sale, Measurement Input	11
Measurement Input Probability of exit events [Member] \| Liquidation Scenario [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Securities, Available-for-Sale, Measurement Input	10
Measurement Input Probability of exit events [Member] \| Redemption Scenario [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Securities, Available-for-Sale, Measurement Input	30
Measurement Input Probability of exit events [Member] \| IPO scenario [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Securities, Available-for-Sale, Measurement Input	60
Measurement Input Lack Of Marketability Discount [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Securities, Available-for-Sale, Measurement Input	13

Principal Accounting Policies - Property and Equipment, Net (Details)	12 Months Ended
	Dec. 31, 2022
Electronic equipment \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property equipment, useful life	5 years
Electronic equipment \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property equipment, useful life	3 years
Furniture, computers and office equipment
Property, Plant and Equipment [Line Items]
Property equipment, useful life	3 years
Network equipment
Property, Plant and Equipment [Line Items]
Property equipment, useful life	3 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, equipment estimated useful ife	Shorter of the lease term or the estimated useful life
Self-developed Software \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property equipment, useful life	5 years
Self-developed Software \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property equipment, useful life	3 years

Principal Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenues	$ 160,670	$ 167,982	$ 133,564
PRC
Disaggregation of Revenue [Line Items]
Total revenues	91,671	117,944	107,092
United States
Disaggregation of Revenue [Line Items]
Total revenues	22,736	17,281	10,019
Others
Disaggregation of Revenue [Line Items]
Total revenues	$ 46,263	$ 32,757	$ 16,453

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Business acquisition - Narrative (Details) - USD ($)		12 Months Ended
Business acquisition - Narrative (Details) - USD ($)	Feb. 28, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Nov. 27, 2020
Business Acquisition [Line Items]
Amortization of intangible assets		$ 2,322,000	$ 1,933,000	$ 0
Netless
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired					100.00%
Total purchase consideration				4,000,000	$ 4,000,000.0
Intangible assets, net				$ 213,000
Finite-lived intangible asset, useful life				5 years
Netless \| Developed Technology [Member] \| General and Administrative Expense [Member]
Business Acquisition [Line Items]
Amortization of intangible assets		42,600	42,600	$ 3,500
Acquisition Of Easemob [Member]
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired	100.00%
Total purchase consideration	$ 53,400,000		53,350,000
Intangible assets, net			8,155,000
Acquisition Of Easemob [Member] \| Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets, net	$ 4,200,000
Finite-lived intangible asset, useful life	3 years
Acquisition Of Easemob [Member] \| Customer Relationships [Member] \| Selling and Marketing Expense [Member]
Business Acquisition [Line Items]
Amortization of intangible assets		1,400,000	1,200,000
Acquisition Of Easemob [Member] \| Customer Relationships [Member] \| General and Administrative Expense [Member]
Business Acquisition [Line Items]
Amortization of intangible assets		800,000	$ 700,000
Acquisition Of Easemob [Member] \| Developed Technology [Member]
Business Acquisition [Line Items]
Intangible assets, net		$ 4,000,000.0
Finite-lived intangible asset, useful life		5 years

Business acquisition - Assets Acquired and Liabilities Assumed (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2021	Nov. 27, 2020
Recognized amounts of identifiable assets acquired and liabilities assumed
Amortization of intangible assets	$ 2,322,000	$ 1,933,000	$ 0
Goodwill	31,928,000	56,142,000	3,089,000
Netless
Business Combination, Consideration Transferred [Abstract]
Cash			3,150,000
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash-equivalents			556,000
Accounts receivable			203,000
Prepayments and other current assets			24,000
Contract asset			15,000
Fixed assets			85,000
Intangible assets, net			213,000
Other non-current assets			850,000
Salary and welfare payable			(31,000)
Taxes payable and other accrued liabilities			(16,000)
Deferred tax liabilities			(53,200)
Total identifiable net assets acquired			911,000
Goodwill			3,089,000
Total purchase consideration			$ 4,000,000		$ 4,000,000.0
Deferred tax liability, period of recognition			5 years
Finite-lived intangible asset, useful life			5 years
Netless \| General and Administrative Expense [Member] \| Developed Technology [Member]
Recognized amounts of identifiable assets acquired and liabilities assumed
Amortization of intangible assets	42,600	42,600	$ 3,500
Acquisition Of Easemob [Member]
Business Combination, Consideration Transferred [Abstract]
Cash		53,350,000
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash-equivalents		1,331,000
Accounts receivable		451,000
Prepayments and other current assets		704,000
Contract asset		705,000
Fixed assets		2,000
Intangible assets, net		8,155,000
Operating lease right-of-use assets		413,000
Other non-current assets		26,000
Accounts payable		(134,000)
Advances from customers		(6,710,000)
Salary and welfare payable		(2,863,000)
Taxes payable and other accrued liabilities		(200,000)
Operating lease liabilities		(363,000)
Deferred tax liabilities		(1,219,000)
Total identifiable net assets acquired		298,000
Goodwill		53,052,000
Total purchase consideration		$ 53,350,000		$ 53,400,000
Acquisition Of Easemob [Member] \| Developed Technology [Member]
Recognized amounts of identifiable assets acquired and liabilities assumed
Intangible assets, net	$ 4,000,000.0
Finite-lived intangible asset, useful life	5 years
Acquisition Of Easemob [Member] \| Accrued Expenses And Other Liabilities Current [Member]
Recognized amounts of identifiable assets acquired and liabilities assumed
Business Combination, Contingent Consideration, Liability, Current	$ 4,600,000

Accounts Receivable, Net - Accounts Receivable Activity (Details) - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

^[1]

Dec. 31, 2019

Less: allowance for current expected credit losses

Accounts receivable

^[1]

$ 42,672

$ 38,955

(9,869)

^[1]

(6,336)

^[1]

$ (1,535)

$ (1,036)

Accounts Receivable, Allowance for Credit Loss [Roll Forward]

^[1]

$ 32,803

$ 32,619

[1]	The allowance for current expected credit losses reflects the Company’s estimated probable incurred losses upon adoption of ASC 326. See Note 2(j) for the Company’s CECL policy.

Accounts Receivable, Net - Schedule of Movement of Allowance for Credit Losses (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

At beginning of the period

$ (6,336)

^[1]

$ (1,535)

^[1]

$ (1,036)

Additional provisions

(5,391)

^[1]

(4,828)

^[1]

(1,365)

Write-off

1,210

^[1]

921

Foreign currency translation impact

648

^[1]

(70)

^[1]

(55)

At end of the period

^[1]

$ (9,869)

$ (6,336)

$ (1,535)

[1]	The allowance for current expected credit losses reflects the Company’s estimated probable incurred losses upon adoption of ASC 326. See Note 2(j) for the Company’s CECL policy.

Prepayments and Other Current Assets - Schedule of Prepayments (Details) - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Interest receivables

$ 4,412

$ 2,674

Prepayments

^[1]

2,033

2,820

VAT recoverable

^[2]

428

1,806

Employee loans and advances

^[3]

183

888

Restricted cash

130

Proceeds receivable for employee share option exercises

329

Others

154

$ 7,326

$ 8,801

[1]	Prepayments are primarily related to prepayments for services, advertisements and other deposits.
[2]	VAT recoverable represented the balances that the Group can utilize to deduct its VAT liabilities within the next 12 months.
[3]	Employee advances and loans are primarily advances to employees that are business related, taxes paid on behalf of employees related to their options, or personal loans granted to select qualified employees with interest or a guarantee. The loan balances are expected to be repaid by the employee within one year.

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 36,746	$ 34,947
Less: accumulated depreciation	(25,125)	(16,879)
Property and equipment, net	12,946	19,194
Depreciation	9,500	8,300	$ 4,500
Network equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	27,369	27,804
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,784	2,755
Electronic equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,706	3,324
Furniture, computers and office equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,057	1,064
Self-developed software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	830	0
Property and equipment, net	91	844
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 1,234	$ 282

Leases - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Total lease costs	$ 4.3	$ 4.2	$ 2.3
Short-term Lease, Cost	$ 0.3	$ 0.5	$ 0.5
Maximum [Member]
Operating leases terms varying	5 years
Minimum [Member]
Operating leases terms varying	1 year

Leases - summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities	$ 4,212	$ 3,995
Right-of-use assets obtained in exchange for operating lease obligations	$ 198	$ 4,300

Leases - Schedule of Lease, Cost (Details)	Dec. 31, 2022	Dec. 31, 2021
Lease, Cost [Abstract]
Weighted-average remaining lease term	10 months 24 days	2 years
Weighted-average discount rate	5.10%	5.10%

Leases - Schedule of Lessee, Operating Lease, Liability, Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2021
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023	$ 2,153
2024	166
Total undiscounted lease payments	2,319
Less: imputed interest	(47)
Total present value of lease liabilities	$ 2,272	$ 6,500

Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Gross	$ 5,483	$ 8,676
Less: Accumulated amortization	(2,756)	(1,979)
Intangible assets	$ 2,727	6,697
Weighted average amortization period	4 years
Cost: Developed technology (Note 3)
Finite-Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Gross	$ 2,575	4,169
Less: Accumulated amortization	(955)	(705)
Intangible assets	$ 1,620	3,464
Weighted average amortization period	5 years
Customer relationships (Note 3)
Finite-Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Gross	$ 2,600	4,172
Less: Accumulated amortization	(1,589)	(1,159)
Intangible assets	$ 1,011	3,013
Weighted average amortization period	3 years
Others
Finite-Lived Intangible Assets [Line Items]
Finite Lived Intangible Assets Gross	$ 308	335
Less: Accumulated amortization	(212)	(115)
Intangible assets	$ 96	$ 220
Weighted average amortization period	5 years

Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 2,322	$ 1,933	$ 0
2023	1,400
2024	700
2025	500
2026	$ 100

Goodwill - Schedule of Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Goodwill, Beginning Balance	$ 56,142	$ 3,089
Addition		53,053
Impairment	(11,941)
Reclassification to held-for-sale assets (Note 15)	(12,273)
Goodwill, Ending Balance	31,928	56,142
Easemob
Goodwill [Line Items]
Goodwill, Beginning Balance	53,053
Addition		53,053
Impairment	(8,852)
Reclassification to held-for-sale assets (Note 15)	(12,273)
Goodwill, Ending Balance	31,928	53,053
Agora
Goodwill [Line Items]
Goodwill, Beginning Balance	3,089	3,089
Impairment	$ (3,089)
Goodwill, Ending Balance		$ 3,089

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Goodwill - Narrative (Details) $ in Thousands	12 Months Ended
Goodwill - Narrative (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill [Line Items]
Impairment of goodwill	$ 11,941
Goodwill reclassification to held-for-sale assets	(12,273)
Easemob
Goodwill [Line Items]
Impairment of goodwill	8,852
Goodwill reclassification to held-for-sale assets	(12,273)
Agora
Goodwill [Line Items]
Impairment of goodwill	$ 3,089

Long-term investments - Additional Informational (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Long-term investments	$ 94,159	$ 53,925
Impairment Losses, Investments	8,277	626
Equity investees net loss or income	200	100
Unrealized gains and interest recorded, convertible bonds	900	200
Financial products issued by banks	$ 39,000	0
Financial products issued by banks original maturity period	over one year
Financial products issued by banks weighted average maturity period	1 year 10 months 24 days
Equity Securities, FV-NI, Cost	$ 51,900	$ 36,500
Equity method investments, withdrawal amount	7,700
Equity method investment withdrawal, cash	2,100
Equity method investment, payable	$ 5,600

Long-term investments - Schedule Of Equity Method Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Equity Method Investments and Joint Ventures [Abstract]
Equity investments without readily determinable fair value	$ 41,377	$ 36,025
Financial products issued by banks	39,000	0
Equity method investments	9,215	12,704
Debt security	4,567	5,196
Long-term Investments	$ 94,159	$ 53,925

Prepayment for land use right - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payments to Acquire Property, Plant, and Equipment [Abstract]
Prepayment for land use right	$ 168,244	$ 0

Other Non-current Assets - Schedule of Other Non-current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepayment for a long-term investment	$ 1,903	$ 0
Long-term deposits	772	1,136
Equipment in-transit	63	273
Deferred financing costs	0	2,289
Others	150	221
Other non-current assets	$ 2,888	$ 3,919

Taxes Payable (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Individual income tax withholding	$ 1,260	$ 2,118
VAT payable	525	299
Other taxes payable	78	17
Corporate income taxes payable	4	1
Taxes payable	$ 1,867	$ 2,435

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued salary and social welfare costs	$ 20,103	$ 26,994
Advance payment received from disposal of business (Note 15)	7,000	0
Payables for acquisition (Note 3)	4,603	4,603
Liability classified awards for share-based compensation (Note 18)	4,560	5,852
Payables for compensation costs in relation to an acquisition	3,500	3,500
Accrued professional service fees	1,663	992
Payable for construction cost	1,184	0
Deposit related to disposal of business (Note 15)	1,000	0
Accrued advertising and marketing fees	470	342
Accrued staff reimbursements	386	678
Accrued office expense	308	668
Share option deposit held on behalf of employees	124	134
Payable for long-term investments	0	5,490
Payables for deferred financing costs	0	2,234
Accrued recruitment service fee	0	392
Others	2,110	1,155
Total	$ 47,011	$ 53,034

Held-for-sale Assets and Held-for-sale Liabilities (Details) - USD ($) $ in Thousands	Dec. 14, 2022	Dec. 31, 2022	Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Advance payment received from disposal of business		$ 7,000	$ 0
Deposit related to disposal of business		1,000	$ 0
Easemob Customer Engagement Cloud Business \| TI Cloud Inc.
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Procceds from disposal of business	$ 14,600
Held-for-sale assets		17,000
Held-for-sale liabilities		2,400
Easemob Customer Engagement Cloud Business \| TI Cloud Inc. \| Accrued Expenses and Other Current Liabilities
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Advance payment received from disposal of business		7,000
Deposit related to disposal of business		$ 1,000

Amount classified as assets attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.

Amount classified as liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.

Convertible Redeemable Preferred Shares - Narrative (Details) $ in Thousands						12 Months Ended
	Feb. 12, 2020 USD ($) shares	Oct. 01, 2018 USD ($) shares	May 18, 2017 USD ($) shares	Dec. 20, 2014 USD ($) shares	Dec. 16, 2013 USD ($) shares	Dec. 31, 2022 USD ($) Vote	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum days prior to redemption date required for redemption requests						60 days
Additional amount that would accrue on the issue price, percent						15.00%
Preferred shares issuance cost incurred						$ 0	$ 0	$ 0
Temporary equity, amount of preferred dividends in arrears						0	0	0
Accretion of preferred shares						$ 0	$ 0	193,465
Series A Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Temporary equity, dividend rate, percentage						8.00%
Temporary equity, liquidation preference, percent						150.00%
Series A Preferred Stock \| Agora IO, Inc
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Temporary equity, stock issued during period, shares, new issues \| shares			2,777,778		57,200,000
Proceeds from issuance of preferred stock					$ 5,720,000
Stock repurchased and retired during period (in shares) \| shares			1,573,040
Stock repurchased and retired during period , value			$ 1,599,487
Temporary equity, stock repurchased during period (in shares) \| shares			2,777,778
Payments for repurchase of redeemable convertible preferred stock			$ 278
Series B Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Temporary equity, number of votes per share \| Vote						2
Temporary equity, dividend rate, percentage						8.00%
Temporary equity, liquidation preference, percent						150.00%
Temporary equity, redemption price per share, percentage						150.00%
Temporary equity, redemption price per share upon material breach, percentage						160.00%
Series B Preferred Stock \| Agora IO, Inc
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Temporary equity, stock issued during period, shares, new issues \| shares				50,783,698
Proceeds from issuance of preferred stock				$ 20,250,000
Series B+ Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Temporary equity, number of votes per share \| Vote						3
Temporary equity, dividend rate, percentage						8.00%
Temporary equity, liquidation preference, percent						150.00%
Temporary equity, redemption price per share, percentage						150.00%
Temporary equity, redemption price per share upon material breach, percentage						160.00%
Series B+ Preferred Stock \| Agora IO, Inc
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Temporary equity, stock issued during period, shares, new issues \| shares			26,651,410
Proceeds from issuance of preferred stock			$ 31,881,749
Series C Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proceeds from issuance of preferred stock		$ 66,666,667
Temporary equity, dividend rate, percentage						8.00%
Temporary equity, liquidation preference, percent						150.00%
Temporary equity, redemption price per share, percentage						150.00%
Temporary equity, redemption price per share upon material breach, percentage						160.00%
Series C Preferred Stock \| Agora IO, Inc
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Temporary equity, stock issued during period, shares, new issues \| shares		34,793,413
Series C+ Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proceeds from issuance of preferred stock								$ 50,000
Temporary equity, dividend rate, percentage						8.00%
Temporary equity, liquidation preference, percent						150.00%
Temporary equity, redemption price per share, percentage						150.00%
Temporary equity, redemption price per share upon material breach, percentage						160.00%
Series C+ Preferred Stock \| Agora IO, Inc
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Temporary equity, stock issued during period, shares, new issues \| shares	15,062,510
Proceeds from issuance of preferred stock	$ 50,000,002

Ordinary Shares (Details)	1 Months Ended		12 Months Ended
Ordinary Shares (Details)	Feb. 28, 2021 USD ($) shares	Jun. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) Vote shares	Feb. 21, 2022 USD ($)	Dec. 31, 2021 shares
Subsidiary, Sale of Stock [Line Items]
Ordinary shares issued (in shares)			462,477,527		449,635,423
Ordinary shares outstanding (in shares)			462,477,527		449,635,423
Common Class A
Subsidiary, Sale of Stock [Line Items]
Ordinary shares issued (in shares)			386,297,589		373,455,485
Ordinary shares outstanding (in shares)			386,297,589		373,455,485
Number of shares issued in transaction (in shares)		102,500,000
Number of votes per share \| Vote			1
Stock repurchased during period value \| $			$ 41,800,000
Shares repurchased during period (in shares)			35,800,000
Common Class A \| Maximum
Subsidiary, Sale of Stock [Line Items]
Share repurchase program, authorized amount \| $				$ 200,000,000
Common Class B
Subsidiary, Sale of Stock [Line Items]
Ordinary shares issued (in shares)			76,179,938		76,179,938
Ordinary shares outstanding (in shares)			76,179,938		76,179,938
Conversion of stock, shares issued (in shares)		76,179,938
Number of votes per share \| Vote			20
ADS Shares
Subsidiary, Sale of Stock [Line Items]
Sale of stock, price per share (in dollars per share) \| $ / shares		$ 20.00
Shares repurchased during period (in shares)			9,000,000.0
IPO
Subsidiary, Sale of Stock [Line Items]
Proceeds from initial public offering \| $		$ 483,600,000
IPO \| ADS Shares
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction (in shares)		20,125,000
Over-Allotment Option \| ADS Shares
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction (in shares)		2,625,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Proceeds from initial public offering \| $	$ 250,000,000.0
Private Placement \| Common Class A
Subsidiary, Sale of Stock [Line Items]
Number of shares issued in transaction (in shares)	20,000,000	22,000,000

Share-based Compensation - Compensation Expenses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	$ 32,363,000	$ 31,481,000	$ 11,974,000
Equity award – share options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	14,315,000	16,672,000	7,192,000
Equity award - restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	1,824,000	3,385,000	1,193,000
Share-based compensation, amount capitalized	0	0	0
Equity award - restricted shares \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	200,000	700,000	900,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	11,712,000	5,588,000	136,000
Liability award – Venture Partners Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	4,512,000	5,836,000	3,453,000
Restricted Shares, Post-Combination Compensation
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	1,300,000	2,700,000	300,000
Shares Post Combination Compensation [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	4,000,000.0	5,700,000	0
API Restricted Shares Post Combination Compensation [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental sharebased compensation expense		700,000
Cost of revenues
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	906,000	879,000	357,000
Research and development expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	18,055,000	19,737,000	5,312,000
Sales and marketing expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	6,140,000	4,843,000	2,061,000
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	$ 7,262,000	$ 6,022,000	$ 4,244,000

Share-based Compensation - Narrative (Details) - USD ($)			1 Months Ended	12 Months Ended
	Dec. 16, 2016	Dec. 16, 2013	Apr. 30, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 31, 2019	Dec. 31, 2018	Aug. 08, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)				38,102,889	32,708,847	39,614,883	38,011,964
Aggregate intrinsic value, outstanding				$ 34,025,386	$ 127,168,263	$ 466,460,320	$ 51,303,638
Fair value of options vested in period				21,400,000	12,000,000.0	4,900,000
Share-based compensation				$ 32,363,000	$ 31,481,000	$ 11,974,000
Number of awards to be released not subject to performance metrics, as a percent						70.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price				$ 0.09	$ 0.14	$ 0.17	$ 0.12
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				2 years
Awards to be released as a percent of target, percent				0.00%		0.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				10 years
Awards to be released as a percent of target, percent				60.00%		30.00%
Founder-Controlled Entities
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares granted (in shares)		5,000,000
Equity Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share based compensation expense, share options, period for recognition (in years)				1 year 6 months	2 years 4 months 24 days
Equity award – share options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, expiration period				10 years
Aggregate intrinsic value, outstanding				$ 5,727,000
Share-based compensation				14,300,000	$ 16,700,000	$ 7,200,000
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount				$ 38,500,000	$ 71,400,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price				$ 0	$ 0
Restricted Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				4 years		3 years
Share-based compensation				$ 1,600,000	$ 2,700,000	$ 300,000
Unrecognized share based compensation expense, share options, period for recognition (in years)				4 months 24 days	1 year 6 months
Number of awards to be released not subject to performance metrics, as a percent				40.00%
Unrecognized share based compensation expenses related to restricted shares				$ 1,400,000	$ 2,200,000
Restricted Shares \| VoiceCrew Holdings Limited
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares granted (in shares)	30,800,000
Restricted Shares \| Sounds of Nature Limited
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares granted (in shares)		77,000,000
Restricted Shares \| Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				4 years
Restricted shares granted (in shares)		15,000,000
Number of shares granted with repurchase obligations (in shares)									500,000
Shares repurchased during period (in shares)			100,000
Stock repurchases, consideration			$ 100,000
Shares granted with repurchase obligations waived (in shares)			400,000
Restricted Shares \| Management \| VoiceCrew Holdings Limited
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares granted (in shares)		15,000,000
Restricted Shares \| Vest upon the first anniversary of stated commencement date \| Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage		25.00%		25.00%
Restricted shares granted (in shares)		10,000,000
Restricted Shares \| Vest upon the first anniversary of stated commencement date \| Founder-Controlled Entities
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage		25.00%
Restricted Shares \| Vest after the first anniversary of stated commencement date \| Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, expiration period				36 months
Award vesting period (in years)		36 months
Restricted Shares \| Vest after the first anniversary of stated commencement date \| Founder-Controlled Entities
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)		36 months
Restricted Shares Subject To Performance Metrics
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards subject to performance metrics, percent				60.00%		30.00%
Restricted Shares Subject To Performance Metrics \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				1 year
Restricted Shares Subject To Performance Metrics \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				5 years
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation				$ 11,712,000	$ 5,588,000	$ 136,000
Unrecognized share based compensation expense, share options, period for recognition (in years)				5 years 8 months 12 days	4 years 4 months 24 days
Restricted shares granted (in shares)				17,166,304	4,106,498	263,621
Unrecognized share based compensation expenses related to restricted shares				$ 33,800,000	$ 25,800,000
Restricted Stock Units (RSUs) \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				2 years
Restricted Stock Units (RSUs) \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				6 years
Restricted Stock Units (RSUs) \| Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation				$ 200,000	700,000	$ 900,000
2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance (in shares)										20,000,000
Share-based compensation arrangement, shares authorized (in shares)							34,613,165
2018 Plan \| Agora IO, Inc
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance (in shares)								25,740,835
2018 Plan \| Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation				11,700,000	5,600,000	$ 100,000
VPP shares – weighted average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation				4,500,000	5,800,000
VPP shares – weighted average \| Equity award – share options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based payment arrangement, Nonvested award, Cost not yet recognized, Amount				$ 0	$ 0

Share-based Compensation - Option Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Options
Beginning balance (in shares)	32,708,847	39,614,883	38,011,964
Granted (in shares)	20,767,284	8,799,568	9,941,500
Exercised (in shares)	(10,511,776)	(14,235,844)	(7,632,431)
Forfeited (in shares)	(4,861,466)	(1,469,760)	(706,150)
Ending balance (in shares)	38,102,889	32,708,847	39,614,883	38,011,964
Vested and expected to vest, end of period (in shares)	38,102,889
Exercisable, end of period (in shares)	21,979,687
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 0.14	$ 0.17	$ 0.12
Granted (in dollars per share)	0.02	0.09	0.19
Forfeited (in dollars per share)	0.12	0.13	0.16
Ending balance (in dollars per share)	0.09	0.14	0.17	$ 0.12
Exercised	0.08	$ 0.12	$ 0.12
Vested and expected to vest, end of period (in dollars per share)	0.09
Exercisable, end of period (in dollars per share)	$ 0.13
Weighted Average Remaining Contractual Life
Weighted-average remaining contractual term, outstanding	7 years 6 months 10 days	7 years 14 days	8 years 2 months 23 days	7 years 2 months 19 days
Weighted average remaining contractual term, vested and expected to vest	7 years 6 months 10 days
Weighted average remaining contractual term, exercisable	5 years 5 months 26 days
Aggregate Intrinsic Value
Beginning Balance	$ 127,168,263	$ 466,460,320	$ 51,303,638
Aggregate intrinsic value, vested and expected to vest	34,025,386
Aggregate intrinsic value, exercisable	18,708,383
Ending Balance	34,025,386	127,168,263	466,460,320	$ 51,303,638
Exercised	$ 17,775,175	$ 128,514,032	$ 43,000,715
Weighted Average Grant Date Fair Value
Beginning Balance, weighted average grant date fair value (in dollars per share)	$ 2.78	$ 1.08	$ 0.31
Options granted, weighted-average grant-date fair value per share (in dollars per share)	0.81	7.07	3.16
Options vested and expected to vest, weighted average grant date fair value (in dollars per share)	1.69
Options exercisable, weighted average grant date fair value (in dollars per share)	1.04
Ending Balance, weighted average grant date fair value (in dollars per share)	$ 1.69	$ 2.78	$ 1.08	$ 0.31

Share-based Compensation - Assumptions (Details) - Equity award – share options - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	2.35%	1.28%	0.28%
Risk-free interest rate, maximum	3.88%	1.91%	1.46%
Expected term (in years)	10 years	10 years	10 years
Expected dividend yield	0.00%	0.00%	0.00%
Expected volatility, minimum	50.38%	54.16%	42.39%
Expected volatility, maximum	53.79%	56.70%	59.65%
Expected forfeiture rate (post-vesting)	3.00%	3.00%	3.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in dollars per share)	$ 0.0001	$ 0.10	$ 0.10
Fair value of the ordinary shares on the date of option grant (in dollars per share)	0.6250	6.4850	0.8415
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in dollars per share)	0.10		1.74
Fair value of the ordinary shares on the date of option grant (in dollars per share)	$ 1.6425	$ 11.5675	$ 8.9816

Share Based Compensation - Restricted Shares Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Equity award - restricted shares
Numbers of Shares
Beginning balance (in shares)	512,782	512,782	2,805,556
Granted (in shares)	1,139,940	0	512,782
Vested (in shares)	(298,704)	0	(2,805,556)
Ending balance (in shares)	1,354,018	512,782	512,782
Weighted-average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 10.16	$ 10.16	$ 0.02
Granted (in dollars per share)	0.64	0	10.16
Vested (in dollars per share)	10.16	0	0.02
Ending balance (in dollars per share)	$ 2.15	$ 10.16	$ 10.16
Restricted Stock Units (RSUs)
Numbers of Shares
Beginning balance (in shares)	3,952,530	263,621	0
Granted (in shares)	17,166,304	4,106,498	263,621
Vested (in shares)	(2,031,624)	(384,585)	0
Forfeited (in shares)	(2,050,651)	(33,004)
Ending balance (in shares)	17,036,559	3,952,530	263,621
Weighted-average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 7.12	$ 10.30	$ 0
Granted (in dollars per share)	1.48	7.10	10.30
Vested (in dollars per share)	5.50	8.84	0
Forfeited (in dollars per share)	2.45	10.09
Ending balance (in dollars per share)	$ 2.19	$ 7.12	$ 10.30

Employee Benefits (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefits (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Compensation Related Costs [Abstract]
Employee benefits	$ 17.6	$ 15.5	$ 4.7

Income Taxes - Pre-tax Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Pre-tax (loss) income from PRC entities	$ (91,856)	$ (62,008)	$ 8,036
Pre-tax loss from non-PRC entities	(28,105)	(9,836)	(10,589)
Total pre-tax loss	$ (119,961)	$ (71,844)	$ (2,553)

Income Taxes - Reconciliation of Effective Tax Rates (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Statutory income tax rate	25.00%	25.00%	25.00%
Permanent differences	0.47%	1.09%	124.93%
Tax rate difference from statutory rate in other jurisdictions	(1.19%)	0.82%	30.23%
Change in valuation allowance	(21.56%)	(21.89%)	(191.36%)
Effect of tax holiday	(3.28%)	(6.00%)	(10.78%)
Others	0.00%	(0.19%)	(0.03%)
Effective tax rate	(0.55%)	(1.17%)	(22.01%)

Income Taxes - Current and Deferred Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Current income tax expense	$ 1,001	$ 601	$ 184
Deferred income (tax benefit) tax expense	(338)	239	378
Income taxes	$ 663	$ 840	$ 562

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.