Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Agora, Inc. (Name of Issuer) |
Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) |
00851L103 (CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 00851L103 |
| 1 | Names of Reporting Persons
Bin (Tony) Zhao | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
91,277,391.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
27.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 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 7,830,424 Class A ordinary shares (as represented by 1,957,606 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. The percentage of the class of securities beneficially owned by each reporting person is calculated based on 338,199,143 ordinary shares as a single class, being the sum of 262,019,205 Class A ordinary shares and 76,179,938 Class B ordinary shares outstanding as of March 31, 2026, as disclosed in Agora, Inc.'s annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on April 15, 2026.
SCHEDULE 13G
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| CUSIP No. | 00851L103 |
| 1 | Names of Reporting Persons
Much ado Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
76,179,938.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 00851L103 |
| 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,097,453.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Agora, Inc. | |
| (b) | Address of issuer's principal executive offices:
Floor 8, Building 12, Phase III of ChuangZhiTianDi, 333 Songhu Road, Yangpu District, Shanghai, 200433, People's Republic of China | |
| Item 2. | ||
| (a) | Name of person filing:
Bin (Tony) Zhao Much ado Limited YY TZ Limited | |
| (b) | Address or principal business office or, if none, residence:
Bin (Tony) Zhao c/o Agora, Inc. 2804 Mission College Blvd Santa Clara, California 95054 United States Much ado Limited Trident Chambers, PO Box 146 Road Town, Tortola British Virgin Islands YY TZ Limited Luna Tower, Waterfront Drive, Road Town, Tortola, VG1110 British Virgin Islands | |
| (c) | Citizenship:
Mr. Bin (Tony) Zhao - People's Republic of China Much ado Limited - British Virgin Islands YY TZ Limited - British Virgin Islands | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.0001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Bin (Tony) Zhao: 91,277,391 ordinary shares, consisting of 76,179,938 Class B ordinary shares held by Much ado Limited, plus 15,097,453 Class A ordinary shares held by YY TZ Limited. Much ado Limited: 76,179,938 ordinary shares, representing 76,179,938 Class B ordinary shares held by Much ado Limited. YY TZ Limited: 15,097,453 ordinary shares, representing 15,097,453 Class A ordinary shares held by YY TZ Limited, of which 7,830,424 Class A ordinary shares are represented by 1,957,606 ADSs. | |
| (b) | Percent of class:
Bin (Tony) Zhao: 27.0%. Much ado Limited: 22.5% YY TZ Limited: 4.5%. The percentage of class is calculated based on 338,199,143 ordinary shares as a single class, being the sum of 262,019,205 Class A ordinary shares and 76,179,938 Class B ordinary shares outstanding as of March 31, 2026, as disclosed in Agora, Inc.'s annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Bin (Tony) Zhao: 0 Much ado Limited: 0 YY TZ Limited: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Bin (Tony) Zhao: 91,277,391 ordinary shares Much ado Limited: 76,179,938 ordinary shares YY TZ Limited: 15,097,453 ordinary shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
Bin (Tony) Zhao: 0 Much ado Limited: 0 YY TZ Limited: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Bin (Tony) Zhao: 91,277,391 ordinary shares Much ado Limited: 76,179,938 ordinary shares YY TZ Limited: 15,097,453 ordinary shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |