|
|
|
|
|
|
CUSIP No. 00851L103 |
Schedule 13G |
|
1 |
Names of Reporting Persons Bin (Tony) Zhao |
2 |
Check the Appropriate Box if a Member of a Group (see Instructions) (a) ☐
(b) ☐ |
3 |
SEC Use Only |
4 |
Citizenship or Place of Organization People’s Republic of China |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power 0 |
6 |
Shared Voting Power 89,889,379 ordinary shares (1) (See Item 4) |
7 |
Sole Dispositive Power 0 |
8 |
Shared Dispositive Power 89,889,379 ordinary shares (1) (See Item 4) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 89,889,379 ordinary shares (1) (See Item 4) |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11 |
Percent of Class Represented by Amount In Row 9 21.1% (See Item 4) |
12 |
Type of Reporting Person IN |
(1) Includes (a) 76,179,938 Class B ordinary shares held by Much ado Limited, a British Virgin Islands company where Mr. Bin (Tony) Zhao is the sole director and, as such, has discretionary authority to vote and dispose of the shares held by Much ado Limited in Agora, Inc.; and (b) 7,267,029 Class A ordinary shares and 6,442,412 Class A ordinary shares (as represented by 1,610,603 ADSs) held by YY TZ Limited, a British Virgin Islands company where Mr. Bin (Tony) Zhao is the sole director and, as such, has discretionary authority to vote and dispose of the shares held by YY TZ Limited in Agora, Inc. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes and is convertible into one Class A ordinary share.
|
|
|
|
|
|
CUSIP No. 00851L103 |
Schedule 13G |
|
1 |
Names of Reporting Persons Much ado Limited |
2 |
Check the Appropriate Box if a Member of a Group (see Instructions) (a) ☐
(b) ☐ |
3 |
SEC Use Only |
4 |
Citizenship or Place of Organization British Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power 0 |
6 |
Shared Voting Power 76,179,938 ordinary shares (See Item 4) |
7 |
Sole Dispositive Power 0 |
8 |
Shared Dispositive Power 76,179,938 ordinary shares (See Item 4) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 76,179,938 ordinary shares (See Item 4) |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11 |
Percent of Class Represented by Amount In Row 9 17.9% (See Item 4) |
12 |
Type of Reporting Person CO |
|
|
|
|
|
|
CUSIP No. 00851L103 |
Schedule 13G |
|
1 |
Names of Reporting Persons YY TZ Limited |
2 |
Check the Appropriate Box if a Member of a Group (see Instructions) (a) ☐
(b) ☐ |
3 |
SEC Use Only |
4 |
Citizenship or Place of Organization British Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power 0 |
6 |
Shared Voting Power 13,709,441 ordinary shares (See Item 4) |
7 |
Sole Dispositive Power 0 |
8 |
Shared Dispositive Power 13,709,441 ordinary shares (See Item 4) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 13,709,441 ordinary shares (See Item 4) |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
11 |
Percent of Class Represented by Amount In Row 9 3.2% (See Item 4) |
12 |
Type of Reporting Person CO |
Item 1(a). Name of Issuer:
Agora, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
Floor 8, Building 12, Phase III of ChuangZhiTianDi
333 Songhu Road, Yangpu District, Shanghai
People’s Republic of China
Item 2(a). Name of Person Filing:
Bin (Tony) Zhao
Much ado Limited
YY TZ Limited
Item 2(b). Address of Principal Business Office or, if none, Residence:
Bin (Tony) Zhao
c/o Agora, Inc.
Floor 8, Building 12, Phase III of ChuangZhiTianDi
333 Songhu Road, Yangpu District, Shanghai
People’s Republic of China
Much ado Limited
Trident Chambers, PO Box 146
Road Town, Tortola
British Virgin Islands
YY TZ Limited
Wickhams Cay II, Road Town, Tortola, VG1110
British Virgin Islands
Item 2(c). Citizenship:
Mr. Bin (Tony) Zhao – People’s Republic of China
Much ado Limited – British Virgin Islands
YY TZ Limited – British Virgin Islands.
Item 2(d). Titles of Classes of Securities:
Class A ordinary shares, par value US$0.0001 per share (the “Class A ordinary shares”). Holders of Class A ordinary shares and Class B ordinary shares, par value US$0.0001 per share (the “Class B ordinary shares”) have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes and is convertible into one Class A ordinary share.
Item 2(e). CUSIP Number:
00851L103
CUSIP number 00851L103has been assigned to the ADSs of the issuer, which are quoted on the Nasdaq Global Select Market under the symbol “API.” Each ADS represents four Class A ordinary shares.
Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:
Not applicable.
Item 4. Ownership
The following information with respect to the ownership of the Class A ordinary shares by each of the reporting persons is provided as of December 31, 2022:
|
|
|
|
|
|
|
Reporting Person |
Amount beneficially owned |
Percent of class (1) |
Sole power to vote or direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition of |
Shared power to dispose or to direct the disposition of |
Bin (Tony) Zhao |
89,889,379 ordinary shares (2) |
21.1% |
0 |
89,889,379 ordinary shares (2) |
0 |
89,889,379 ordinary shares (2) |
Much ado Limited |
76,179,938 ordinary shares (3) |
17.9% |
0 |
76,179,938 ordinary shares (3) |
0 |
76,179,938 ordinary shares (3) |
YY TZ Limited |
13,709,441 ordinary shares (4) |
3.2% |
0 |
13,709,441 ordinary shares (4) |
0 |
13,709,441 ordinary shares (4) |
(1) The percentage of the class of securities beneficially owned by each reporting person is calculated based on 425,916,454 ordinary shares as a single class, being the sum of 349,736,516 Class A ordinary shares and 76,179,938 Class B ordinary shares, outstanding as of December 31, 2022.
(2) Includes (a) 76,179,938 Class B ordinary shares held by Much ado Limited, a British Virgin Islands company where Mr. Bin (Tony) Zhao is the sole director and, as such, has discretionary authority to vote and dispose of the shares held by Much ado Limited in Agora, Inc.; and (b) 7,267,029 Class A ordinary shares and 6,442,412 Class A ordinary shares (as represented by 1,610,603 ADSs) held by YY TZ Limited, a British Virgin Islands company where Mr. Bin (Tony) Zhao is the sole director and, as such, has discretionary authority to vote and dispose of the shares held by YY TZ Limited in Agora, Inc.
(3) Represents 76,179,938 Class B ordinary shares held by Much ado Limited.
(4) Represents 13,709,441 Class A ordinary shares held by YY TZ Limited, of which 1,610,603 Class A ordinary shares are represented by ADSs.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 20, 2023
|
|
|
Bin (Tony) Zhao |
By: |
/s/ Bin (Tony) Zhao |
|
Name: |
Bin (Tony) Zhao |
|
Title: |
|
|
|
|
Much ado Limited |
By: |
/s/ Bin (Tony) Zhao |
|
Name: |
Bin (Tony) Zhao |
|
Title: |
Director |
|
|
|
YY TZ Limited |
By: |
/s/ Bin (Tony) Zhao |
|
Name: |
Bin (Tony) Zhao |
|
Title: |
Director |
LIST OF EXHIBITS
Exhibit 99.1 – Joint Filing Agreement