New insider Zhao Bin claimed ownership of 76,179,938 units of Class B Ordinary Share, claimed ownership of 7,267,029 units of Class A Ordinary Share and claimed ownership of 1,610,603 units of ADS (SEC Form 3)
$API
Computer Software: Prepackaged Software
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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/17/2026 |
3. Issuer Name and Ticker or Trading Symbol
Agora, Inc. [ API ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class B Ordinary Share | 76,179,938 | I | Much ado Limited |
| Class A Ordinary Share | 7,267,029 | I | YY TZ LIMITED |
| ADS(1) | 1,610,603 | I | YY TZ LIMITED |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Incentive Stock Option (Right to Buy) | (2) | 09/03/2035 | ADSs | 2,250,000 | $4.5 | D | |
| RSU (Restricted Stock Unit) | (3) | 09/03/2035 | ADSs | 2,250,000 | $0 | D | |
| Explanation of Responses: |
| 1. One ADS represents four Class A Ordinary Shares. |
| 2. Fifty percent of the Shares subject to the Option shall vest on September 4, 2028, and the remaining Shares shall vest equally on the Vesting Commencement Date of each month thereafter (or the last day of the month should there's no corresponding date in such month) in the next thirty-six consecutive months. |
| 3. One third of the RSUs shall vest immediately upon the later of (i) on September 4, 2028, or (ii) the average closing price of the Company's ADSs during any twenty consecutive trading days is not less than US$6.00. Another one third of the RSUs subject to this Award shall vest immediately upon the later of (i) on September 4, 2028, or (ii) the average closing price of the Company's ADSs during any twenty consecutive trading days is not less than US$10.00; and the remaining one third of the RSUs subject to this Award shall vest immediately upon the later of (i) on September 4, 2028, or (ii) the average closing price of the Company's ADSs during any twenty consecutive trading days is not less than US$15.00. |
| ZHAO BIN | 03/17/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||