SEC Form 3/A · accession 0001193125-26-266438
Agora, Inc. · API
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 3/A). It replaces an earlier filing for the same period.
Reporting owner
Bin Zhao
Officer — Chief Executive Officer · Director
Period of report
Jun 10, 2026
Accepted (ET)
Jun 10, 2026 · 9:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001802883
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Ordinary Share | holding | — | — | — | 76,179,938 | I | Much ado Limited | |
| Class A Ordinary Share | holding | — | — | — | 7,267,029 | I | YY TZ LIMITED | |
| ADSF1 | holding | — | — | — | 1,957,606 | I | YY TZ LIMITED |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Stock Option (Right to Buy)F2 | $4.50 | holding | — | — | — | — | Sep 3, 2035 | ADSs | 2,250,000 | — | D |
| RSU (Restricted Stock Unit)F3 | $0.00 | holding | — | — | — | — | Sep 3, 2035 | ADSs | 2,250,000 | — | D |
Explanation of responses
- F1One ADS represents four Class A Ordinary Shares.
- F2Fifty 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.
- F3One 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.
Remarks
This Form 3/A amends the Form 3 filed on March 17, 2026 to correct the number of ADSs reported in Table I. The number of ADSs was incorrectly stated as 1,610,603; the correct number is 1,957,606.