| 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)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/23/2026 | 3. Issuer Name and Ticker or Trading Symbol
Agora, Inc. [ API ] | |||||||||||||||
| 3a. Foreign Trading Symbol
[[ ]] | 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 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 A ordinary shares | 745,108(1) | I | By MORNINGSIDE CHINA TMT FUND II, L.P. |
| Class A ordinary shares | 8,665,496(2) | I | By Morningside China TMT Top Up Fund, L.P. |
| Class A ordinary shares | 1,161,092(3) | I | By EVOLUTION FUND I CO-INVESTMENT, L.P. |
| Class A ordinary shares | 7,740,611(4) | I | By EVOLUTION SPECIAL OPPORTUNITY FUND I, L.P. |
| Class A ordinary shares | 1,255,875(5) | I | By MORNINGSIDE CHINA TMT FUND IV CO-INVESTMENT, L.P. |
| Class A ordinary shares | 12,558,748(6) | I | By MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND II, L.P. |
| 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 | ||||
| Explanation of Responses: |
| 1. Represented by 186,277 American depositary shares ("ADSs") of Agora, Inc. (the "Issuer"). Each ADS represents four Class A ordinary shares of Issuer. The reporting person serves as one of the three members of the general partner investment committee, which governs the investment and divestment activity of MORNINGSIDE CHINA TMT FUND II, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by MORNINGSIDE CHINA TMT FUND II, L.P., except to the extent of his pecuniary interest therein, if any. |
| 2. Represented by 2,166,374 ADSs of the Issuer. Each ADS represents four Class A ordinary shares of the Issuer. The reporting person serves as one of the three members of the general partner investment committee, which governs the investment and divestment activity of Morningside China TMT Top Up Fund, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by Morningside China TMT Top Up Fund, L.P., except to the extent of his pecuniary interest therein, if any. |
| 3. The reporting person serves as one of the three members of the general partner board of members, which governs the investment and divestment activity of EVOLUTION FUND I CO-INVESTMENT, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by EVOLUTION FUND I CO-INVESTMENT, L.P., except to the extent of his pecuniary interest therein, if any. |
| 4. The reporting person serves as one of the three members of the general partner board of members, which governs the investment and divestment activity of EVOLUTION SPECIAL OPPORTUNITY FUND I, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by EVOLUTION SPECIAL OPPORTUNITY FUND I, L.P., except to the extent of his pecuniary interest therein, if any. |
| 5. The reporting person serves as one of the three members of the general partner investment committee, which governs the investment and divestment activity of MORNINGSIDE CHINA TMT FUND IV CO-INVESTMENT, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by MORNINGSIDE CHINA TMT FUND IV CO-INVESTMENT, L.P., except to the extent of his pecuniary interest therein, if any. |
| 6. The reporting person serves as one of the three members of the general partner board of members, which governs the investment and divestment activity of MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND II, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND II, L.P., except to the extent of his pecuniary interest therein, if any. |
| /s/ Qin Liu | 03/23/2026 | |
| ** 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. | ||
| * Form 3: SEC 1473 (03-26) | ||