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United States securities and exchange commission logo
July 28, 2023
Bin Zhao
Chief Executive Officer
Agora, Inc.
Floor 8, Building 12
Phase III of ChuangZhiTianDi
333 Songhu Road
Yangpu District, Shanghai
People s Republic of China
Re: Agora, Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-39340
Dear Bin Zhao:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In
some of our comments,
we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 134
1. We note your statement
that you reviewed your register of members and public filings
made by your
shareholders in connection with your required submission under paragraph
(a). Please
supplementally describe any additional materials that were reviewed and tell
us whether you relied
upon any legal opinions or third party certifications such as
affidavits as the basis
for your submission. In your response, please provide a similarly
detailed discussion of
the materials reviewed and legal opinions or third party
certifications relied
upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
Bin Zhao
FirstName
Agora, Inc.LastNameBin Zhao
Comapany
July NameAgora, Inc.
28, 2023
July 28,
Page 2 2023 Page 2
FirstName LastName
2. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied
upon third party
certifications such as affidavits as the basis for your disclosure.
3. With respect to your disclosure pursuant to Item 16I(b)(5), we note
that you have included
language that such disclosure is to our best knowledge. Please
supplementally confirm
without qualification, if true, that your articles and the articles of
your consolidated
foreign operating entities do not contain wording from any charter of
the Chinese
Communist Party.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Kyle Wiley at (202) 344-5791 or Christopher Dunham at
(202) 551-3783
with any questions.
Sincerely,
Division of
Corporation Finance
Disclosure Review
Program
cc: Li He