| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
AGORA, INC. (Name of Issuer) |
Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) |
00851L103 (CUSIP Number) |
12/31/2024 (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) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 00851L103 |
| 1 | Names of Reporting Persons TMT General Partner Ltd. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 26,318,731.00 | ||||||||
| 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) 8.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) For row 5, 7 and 9: Represents (a) 990,020 Class A ordinary shares held by Morningside China TMT Fund II, L.P.; (b) 11,514,088 Class A ordinary shares held by Morningside China TMT Top Up Fund, L.P.; (c) 12,558,748 Class A ordinary shares held by Morningside China TMT Special Opportunity Fund II, L.P.; and (d) 1,255,875 Class A ordinary shares held by Morningside China TMT Fund IV Co-Investment, L.P.. Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are controlled by Morningside China TMT GP II, L.P., their general partner. Morningside China TMT Special Opportunity Fund II, L.P. and Morningside China TMT Fund IV Co-Investment, L.P. are controlled by Morningside China TMT GP IV, L.P., their general partner. Morningside China TMT GP II, L.P. and Morningside China TMT GP IV, L.P. are controlled by TMT General Partner Ltd., their general partner.
(2) For row 11: The ownership percentage of the Reporting Person is calculated based on 297,156,593 Class A ordinary shares outstanding as of December 31, 2024 as informed by the Issuer.
SCHEDULE 13G |
| CUSIP No. | 00851L103 |
| 1 | Names of Reporting Persons Morningside China TMT GP II, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 12,504,108.00 | ||||||||
| 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) 4.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) For row 5, 7 and 9: Represents (a) 990,020 Class A ordinary shares held by Morningside China TMT Fund II, L.P.; and (b) 11,514,088 Class A ordinary shares held by Morningside China TMT Top Up Fund, L.P.. Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are controlled by Morningside China TMT GP II, L.P., their general partner. Morningside China TMT GP II, L.P. is controlled by TMT General Partner Ltd., its general partner.
(2) For row 11: The ownership percentage of the Reporting Person is calculated based on 297,156,593 Class A ordinary shares outstanding as of December 31, 2024 as informed by the Issuer.
SCHEDULE 13G |
| CUSIP No. | 00851L103 |
| 1 | Names of Reporting Persons Morningside China TMT Fund II, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 990,020.00 | ||||||||
| 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) 0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) For row 11: The ownership percentage of the Reporting Person is calculated based on 297,156,593 Class A ordinary shares outstanding as of December 31, 2024 as informed by the Issuer.
SCHEDULE 13G |
| CUSIP No. | 00851L103 |
| 1 | Names of Reporting Persons Morningside China TMT Top Up Fund, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 11,514,088.00 | ||||||||
| 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) 3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) For row 11: The ownership percentage of the Reporting Person is calculated based on 297,156,593 Class A ordinary shares outstanding as of December 31, 2024 as informed by the Issuer.
SCHEDULE 13G |
| CUSIP No. | 00851L103 |
| 1 | Names of Reporting Persons Morningside China TMT GP IV, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 13,814,623.00 | ||||||||
| 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) 4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) For row 5, 7 and 9: Represents (a) 12,558,748 Class A ordinary shares held by Morningside China TMT Special Opportunity Fund II, L.P.; and (b) 1,255,875 Class A ordinary shares held by Morningside China TMT Fund IV Co-Investment, L.P.. Morningside China TMT Special Opportunity Fund II, L.P. and Morningside China TMT Fund IV Co-Investment, L.P. are controlled by Morningside China TMT GP IV, L.P., their general partner. Morningside China TMT GP IV, L.P. is controlled by TMT General Partner Ltd., its general partner.
(2) For row 11: The ownership percentage of the Reporting Person is calculated based on 297,156,593 Class A ordinary shares outstanding as of December 31, 2024 as informed by the Issuer.
SCHEDULE 13G |
| CUSIP No. | 00851L103 |
| 1 | Names of Reporting Persons Morningside China TMT Special Opportunity Fund II, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 12,558,748.00 | ||||||||
| 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) 4.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) For row 11: The ownership percentage of the Reporting Person is calculated based on 297,156,593 Class A ordinary shares outstanding as of December 31, 2024 as informed by the Issuer.
SCHEDULE 13G |
| CUSIP No. | 00851L103 |
| 1 | Names of Reporting Persons Morningside China TMT Fund IV Co-Investment, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,255,875.00 | ||||||||
| 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) 0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) For row 11: The ownership percentage of the Reporting Person is calculated based on 297,156,593 Class A ordinary shares outstanding as of December 31, 2024 as informed by the Issuer.
SCHEDULE 13G |
| CUSIP No. | 00851L103 |
| 1 | Names of Reporting Persons 5Y Capital GP 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,901,703.00 | ||||||||
| 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) 3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) For row 5, 7 and 9: Represents (a) 7,740,611 Class A ordinary shares held by Evolution Special Opportunity Fund I, L.P.; and (b) 1,161,092 Class A ordinary shares held by Evolution Fund I Co-investment, L.P.. Evolution Special Opportunity Fund I, L.P. and Evolution Fund I Co-investment, L.P. are controlled by 5Y Capital GP Limited, their general partner.
(2) For row 11: The ownership percentage of the Reporting Person is calculated based on 297,156,593 Class A ordinary shares outstanding as of December 31, 2024 as informed by the Issuer.
SCHEDULE 13G |
| CUSIP No. | 00851L103 |
| 1 | Names of Reporting Persons Evolution Special Opportunity Fund I, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 7,740,611.00 | ||||||||
| 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) 2.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) For row 11: The ownership percentage of the Reporting Person is calculated based on 297,156,593 Class A ordinary shares outstanding as of December 31, 2024 as informed by the Issuer.
SCHEDULE 13G |
| CUSIP No. | 00851L103 |
| 1 | Names of Reporting Persons Evolution Fund I Co-investment, L.P. | ||||||||
| 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 CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,161,092.00 | ||||||||
| 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) 0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(1) For row 11: The ownership percentage of the Reporting Person is calculated based on 297,156,593 Class A ordinary shares outstanding as of December 31, 2024 as informed by the Issuer.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: AGORA, INC. | |
| (b) | Address of issuer's principal executive
offices: 2804 MISSION COLLEGE BLVD, Santa Clara, CA, 95054 | |
| Item 2. | ||
| (a) | Name of person filing: I.TMT General Partner Ltd.
II.Morningside China TMT GP II, L.P.
III.Morningside China TMT Fund II, L.P.
IV.Morningside China TMT Top Up Fund, L.P.
V.Morningside China TMT GP IV, L.P.
VI.Morningside China TMT Special Opportunity Fund II, L.P.
VII.Morningside China TMT Fund IV Co-Investment, L.P.
VIII.5Y Capital GP Limited
IX.Evolution Special Opportunity Fund I, L.P.
X.Evolution Fund I Co-investment, L.P. | |
| (b) | Address or principal business office or, if
none, residence: I. II. III. IV. V. VI. VII. VIII. IX & X:
c/o Suite 905-6, 9th Floor
ICBC Tower, Three Garden Road
Hong Kong | |
| (c) | Citizenship: I. II. III. IV. V. VI. VII. VIII. IX & X: Cayman Islands | |
| (d) | Title of class of securities: Class A ordinary shares, par value US$0.0001 per share | |
| (e) | CUSIP No.: 00851L103 | |
| 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); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (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); | |
| (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: The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class: The information required by Items 4(a) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information required by Items 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference.
Morningside China TMT Fund II, L.P. is the record owner of 990,020 Class A ordinary shares; Morningside China TMT Top Up Fund, L.P. is the record owner of 11,514,088 Class A ordinary shares; Morningside China TMT Special Opportunity Fund II, L.P. is the record owner of 12,558,748 Class A ordinary shares; and Morningside China TMT Fund IV Co-Investment, L.P. is the record owner of 1,255,875 Class A ordinary shares. Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are controlled by Morningside China TMT GP II, L.P., their general partner. Morningside China TMT Special Opportunity Fund II, L.P. and Morningside China TMT Fund IV Co-Investment, L.P. are controlled by Morningside China TMT GP IV, L.P., their general partner. Morningside China TMT GP II, L.P. and Morningside China TMT GP IV, L.P. are controlled by TMT General Partner Ltd., their general partner. TMT General Partner Ltd. is controlled by its board consisting of three individuals, including Jianming Shi, Qin Liu and Gerald Lokchung Chan, who have the voting and dispositive powers over the shares held by Morningside China TMT Fund II, L.P., Morningside China TMT Top Up Fund, L.P., Morningside China TMT Special Opportunity Fund II, L.P., and Morningside China TMT Fund IV Co-Investment, L.P.
Evolution Special Opportunity Fund I, L.P. is the record owner of 7,740,611 Class A ordinary shares and Evolution Fund I Co-investment, L.P. is the record owner of 1,161,092 Class A ordinary shares. Evolution Special Opportunity Fund I, L.P. and Evolution Fund I Co-investment, L.P. are controlled by 5Y Capital GP Limited, their general partner. 5Y Capital GP Limited is controlled by its board consisting of three individuals, including Qin Liu, Claris Ruwende and Ting Yue LIOW, who have the voting and dispositive powers over the shares held by Evolution Special Opportunity Fund I, L.P. and Evolution Fund I Co-investment, L.P.. | ||
| (ii) Shared power to vote or to direct the
vote: The information required by Items 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information required by Items 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference.
Morningside China TMT Fund II, L.P. is the record owner of 990,020 Class A ordinary shares; Morningside China TMT Top Up Fund, L.P. is the record owner of 11,514,088 Class A ordinary shares; Morningside China TMT Special Opportunity Fund II, L.P. is the record owner of 12,558,748 Class A ordinary shares; and Morningside China TMT Fund IV Co-Investment, L.P. is the record owner of 1,255,875 Class A ordinary shares. Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are controlled by Morningside China TMT GP II, L.P., their general partner. Morningside China TMT Special Opportunity Fund II, L.P. and Morningside China TMT Fund IV Co-Investment, L.P. are controlled by Morningside China TMT GP IV, L.P., their general partner. Morningside China TMT GP II, L.P. and Morningside China TMT GP IV, L.P. are controlled by TMT General Partner Ltd., their general partner. TMT General Partner Ltd. is controlled by its board consisting of three individuals, including Jianming Shi, Qin Liu and Gerald Lokchung Chan, who have the voting and dispositive powers over the shares held by Morningside China TMT Fund II, L.P., Morningside China TMT Top Up Fund, L.P., Morningside China TMT Special Opportunity Fund II, L.P., and Morningside China TMT Fund IV Co-Investment, L.P.
Evolution Special Opportunity Fund I, L.P. is the record owner of 7,740,611 Class A ordinary shares and Evolution Fund I Co-investment, L.P. is the record owner of 1,161,092 Class A ordinary shares. Evolution Special Opportunity Fund I, L.P. and Evolution Fund I Co-investment, L.P. are controlled by 5Y Capital GP Limited, their general partner. 5Y Capital GP Limited is controlled by its board consisting of three individuals, including Qin Liu, Claris Ruwende and Ting Yue LIOW, who have the voting and dispositive powers over the shares held by Evolution Special Opportunity Fund I, L.P. and Evolution Fund I Co-investment, L.P.. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information required by Items 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| 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
| ||
| 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. | Certifications: |
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. |
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Exhibit
Information |
Exhibit No. 99.1: Joint Filing Agreement dated February 16, 2021 by and between the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 16, 2021). |