UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _____)* Agora Inc. (Name of Issuer) Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) 00851L103** (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o Rule 13d-1(b) o Rule 13d-1(c) x Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. ** There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 00851L103 has been assigned to the American Depositary Shares (“ADSs”) of the Company, which are quoted on the New York Stock Exchange under the symbol “API”. Each ADS represents four Class A Ordinary Shares. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 00851L103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TMT General Partner Ltd. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power 39,074,811 Number of Shares 6. Shared Voting Power Beneficially 0 Owned by Each Reporting 7. Sole Dispositive Power Person 39,074,811 With: 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 39,074,8111 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares o 11. Percent of Class Represented by Amount in Row (9) 12.2%2 12. Type of Reporting Person (See Instructions) CO (1) Represents (a) 2,000,000 Class A ordinary shares held by Morningside China TMT Fund II, L.P.; (b) 23,260,188 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) The ownership percentage of the Reporting Person is calculated based on a total of 320,717,991 Class A Ordinary Shares as reported to be outstanding in the Company’s prospectus on Form 424B4 filed with the Securities Exchange Commission on June 26th, 2020. 2 CUSIP No. 00851L103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Morningside China TMT GP II, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power 25,260,188 Number of Shares 6. Shared Voting Power Beneficially 0 Owned by Each Reporting 7. Sole Dispositive Power Person 25,260,188 With: 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 25,260,1883 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares o 11. Percent of Class Represented by Amount in Row (9) 7.9%4 12. Type of Reporting Person (See Instructions) PN (3) Represents (a) 2,000,000 Class A ordinary shares held by Morningside China TMT Fund II, L.P.; (b) 23,260,188 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. (4) The ownership percentage of the Reporting Person is calculated based on a total of 320,717,991 Class A Ordinary Shares as reported to be outstanding in the Company’s prospectus on Form 424B4 filed with the Securities Exchange Commission on June 26th, 2020. 3 CUSIP No. 00851L103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Morningside China TMT Fund II, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power 2,000,000 Number of Shares 6. Shared Voting Power Beneficially 0 Owned by Each Reporting 7. Sole Dispositive Power Person 2,000,000 With: 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares o 11. Percent of Class Represented by Amount in Row (9) 0.6%5 12. Type of Reporting Person (See Instructions) PN (5) The ownership percentage of the Reporting Person is calculated based on a total of 320,717,991 Class A Ordinary Shares as reported to be outstanding in the Company’s prospectus on Form 424B4 filed with the Securities Exchange Commission on June 26th, 2020. 4 CUSIP No. 00851L103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Morningside China TMT Top Up Fund, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power 23,260,188 Number of Shares 6. Shared Voting Power Beneficially 0 Owned by Each Reporting 7. Sole Dispositive Power Person 23,260,188 With: 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 23,260,188 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares o 11. Percent of Class Represented by Amount in Row (9) 7.3%6 12. Type of Reporting Person (See Instructions) PN (6) The ownership percentage of the Reporting Person is calculated based on a total of 320,717,991 Class A Ordinary Shares as reported to be outstanding in the Company’s prospectus on Form 424B4 filed with the Securities Exchange Commission on June 26th, 2020. 5 CUSIP No. 00851L103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Morningside China TMT GP IV, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power 13,814,623 Number of Shares 6. Shared Voting Power Beneficially 0 Owned by Each Reporting 7. Sole Dispositive Power Person 13,814,623 With: 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 13,814,6237 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares o 11. Percent of Class Represented by Amount in Row (9) 4.3%8 12. Type of Reporting Person (See Instructions) PN (7) 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., their general partner. (8) The ownership percentage of the Reporting Person is calculated based on a total of 320,717,991 Class A Ordinary Shares as reported to be outstanding in the Company’s prospectus on Form 424B4 filed with the Securities Exchange Commission on June 26th, 2020. 6 CUSIP No. 00851L103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Morningside China TMT Special Opportunity Fund II, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands 5. Sole Voting Power 12,558,748 Number of Shares 6. Shared Voting Power Beneficially 0 Owned by Each Reporting 7. Sole Dispositive Power Person 12,558,748 With: 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 12,558,748 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares o 11. Percent of Class Represented by Amount in Row (9) 3.9%9 12.