333 Songhu RoadYangpu District333 Songhu RoadYangpu District0001802883FYtrue 0001802883 2021-01-01 2021-12-31 0001802883 dei:BusinessContactMember 2021-01-01 2021-12-31 0001802883 us-gaap:CommonClassAMember 2021-01-01 2021-12-31 0001802883 dei:AdrMember 2021-01-01 2021-12-31 0001802883 us-gaap:CommonClassBMember 2021-12-31 0001802883 us-gaap:CommonClassAMember 2021-12-31 xbrli:shares
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 20-F/A
(AMENDMENT NO.1)
 
 
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
                    
to
                    
OR
 
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report:
Commission file number:
001-39340
 
 
Agora, Inc.
(Exact name of registrant as specified in its charter)
 
 
N/A
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Floor 8, Building 12
Phase III of ChuangZhiTianDi
333 Songhu Road
Yangpu District, Shanghai
People’s Republic of China
(Address of principal executive offices)
Jingbo Wang, Chief Financial Officer
Telephone:
+86-400-632-6626
Email:
investor@agora.io
Floor 8, Building 12, Phase III of ChuangZhiTianDi, 333 Songhu Road
Yangpu District, Shanghai
People’s Republic of China
(Name, Telephone,
E-mail
and/or Facsimile number and Address of Company Contact Person)
 
 
Securities registered or to be registered pursuant to Section 12(b) of the Act
 
Title of each class
 
Trading
Symbol
 
Name of each exchange
on which registered
American depositary shares (each American depositary shares representing four Class A ordinary share, par value US$0.0001 each)
 
API
 
The Nasdaq Global Select Market
Class A ordinary shares, with a par value of US$0.0001 each*
     
The Nasdaq Global Select Market
 
*
Not for trading, but only in connection with the listing on the Nasdaq Global Select Market of American depositary shares
Securities registered or to be registered pursuant to Section 12(g) of the Act:
[None]
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
[None]
 
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
 
Class A ordinary shares, par value US$0.0001 each                      387,302,624 were outstanding as of December 31, 2021
Class B ordinary shares, par value US$0.0001 each                      76,179,938 were outstanding as of December 31, 2021
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
    Yes  ☐    No  ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in
Rule 12b-2
of the Exchange Act.
 
Large Accelerated Filer      Accelerated Filer     Non-accelerated Filer  
           
                
Emerging growth company
 
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
U.S. GAAP  ☒           International Financial Reporting Standards as issued             Other  ☐
            by the International Accounting Standards Board ☐              
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    ☐  Item 17    ☐  Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    Yes  ☐    No  ☒
[APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS]
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  ☐    No  ☐
Auditor Name: PricewaterhouseCoopers Zhong Tian LLP         Auditor Location: PricewaterhouseCoopers Zhong Tian LLP         PCAOB ID: 1424
 
 
 

TABLE OF CONTENTS
 
     ii  
     1  
     1  
     2  
     2  
    
3
 
 
i

Explanatory Note
Agora, Inc. (the “Company”) is filing this Amendment No. 1 to Form 20-F (this “Amendment No. 1”) to amend its annual report on Form
20-F
for the fiscal year ended December 31, 2021, which was filed with the Securities and Exchange Commission on April 28, 2022 (the “Original Filing”).
This Amendment No. 1 is being filed solely for the purpose of updating the information in Item 16G of Part II of the Original Filing regarding the Company’s reliance on home country practices. Accordingly, Item 16G of Part II of the Original Filing is hereby restated and replaced in its entirety in accordance with Rule
12b-15
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, pursuant to
Rule 12b-15 under
the Exchange Act, the Company is including Item 19 of Part III with this Amendment No. 1 solely to file the certifications required under the Sarbanes-Oxley Act of 2002.
Except as described above or as otherwise expressly indicated herein, no other change has been made to the Original Filing. This Amendment No. 1 continues to speak as of the date of the Original Filing and other than as set forth above, it does not, and does not purport to, amend, update or restate any other information or disclosure included in the Original Filing, or reflect any events that have occurred since the date thereof.
 
ii

PART II
ITEM 16G. CORPORATE GOVERNANCE
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions of the securities rules and regulations that are applicable to U.S. domestic issuers. Moreover, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. In addition, as a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Stock Market corporate governance standards. While we voluntarily follow most Nasdaq corporate governance standards, we do not intend to follow the Nasdaq rule below:
 
   
Rule 5620(a) requires an annual meeting of shareholders to be held no later than one year after the end of the fiscal year. In this regard, we have elected to adopt the practices of our home country, the Cayman Islands, which practices do not require an annual meeting of shareholders to be held annually. Accordingly, we did not hold an annual meeting of shareholders in 2021. We may, however, hold annual meetings of shareholders in the future if there are significant issues that require shareholders’ approvals.
See “Item 3. Key Information—D. Risk Factors—Risks Related to the ADSs—We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies” and “—As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Stock Market corporate governance standards; these practices may afford less protection to shareholders than they would enjoy if we comply fully with the Nasdaq Stock Market corporate governance standards.”
 
1

PART III
 
ITEM 19.
EXHIBITS
 
Exhibit No.
 
Description of Exhibit
12.1*
  CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*
  CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1**
  CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**
  CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
104*
  Cover Page Interactive Data File (embedded within the Inline XBRL document) Inline XBRL document)
 
*
Filed with this amendment no.1 to annual report on Form
20-F
**
Furnished with this amendment no.1 to annual report on Form
20-F
 
2

SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F
and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
Agora, Inc.
By:  
/s/ Bin (Tony) Zhao
Name:   Bin (Tony) Zhao
Title:   Chief Executive Officer and Chairman
Date: May 25, 2022
 
3
Agora (NASDAQ:API)
Historical Stock Chart
From Sep 2022 to Oct 2022 Click Here for more Agora Charts.
Agora (NASDAQ:API)
Historical Stock Chart
From Oct 2021 to Oct 2022 Click Here for more Agora Charts.