Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 10:48AM
Edgar (US Regulatory)
CUSIP No: 00851L103
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SECURITIES
AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. 1)*
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,
2022
(Date of Event Which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x |
Rule 13d-1(b) |
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¨ |
Rule 13d-1(c) |
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¨ |
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.
**CUSIP number 00851L103 has been assigned to the American Depositary
Shares (“ADSs”) of the Company, which are quoted on the Nasdaq Global Select Market under the symbol “API”. Each
ADS represents four (4) Class A Ordinary Shares.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for purposes 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
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(1) |
Names
of Reporting Persons
Susquehanna Securities, LLC |
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(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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(3) |
SEC
Use Only |
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(4) |
Citizenship
or Place of Organization
Delaware |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) |
Sole
Voting Power
27,539,688 |
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(6) |
Shared
Voting Power
0 |
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(7) |
Sole
Dispositive Power
27,539,688 |
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(8) |
Shared
Dispositive Power
0 |
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(9) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
27,539,688 |
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(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)
5.9% |
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(12) |
Type
of Reporting Person (See Instructions)
BD, OO |
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CUSIP
No: 00851L103
Item 1. |
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(a) |
Name of
Issuer
Agora, Inc.
(the “Company”) |
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(b) |
Address
of Issuer’s Principal Executive Offices
Floor 8, Building 12
Phase III of ChuangZhiTianDi
333 Songhu Road
Yangpu District, Shanghai
People’s Republic of China
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Item 2(a). |
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Name of Person Filing
This statement is filed by the entity listed
below, which is referred to herein as the “Reporting Person” with respect to the Class A Ordinary Shares, US$0.0001
par value per share, of the Company (the “Shares”).
(i) Susquehanna
Securities, LLC
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Item 2(b). |
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Address of Principal Business Office or, if none, Residence
The address of the principal business office of Susquehanna Securities,
LLC is:
401 E. City Avenue
Suite 220
Bala Cynwyd, PA 19004
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Item 2(c). |
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Citizenship
Citizenship is set forth in Row 4 of the cover page for the Reporting Person and is incorporated herein by reference. |
Item 2(d). |
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Title of Class of Securities
Class A Ordinary Shares, par value US$0.0001 per share |
Item 2(e) |
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CUSIP Number
CUSIP number 00851L103 has been assigned to the American Depositary
Shares (“ADSs”) of the Company, which are quoted on the Nasdaq Global Select Market under the symbol “API”.
Each ADS represents four (4) Class A Ordinary Shares. |
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: |
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(a) |
x |
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). |
CUSIP No: 00851L103
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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 association 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); |
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(k) |
¨ |
Group, in accordance with rule 13d–1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with
§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. |
Ownership |
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Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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The information required by Items 4(a) -
(c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The
number of Shares reported as beneficially owned by Susquehanna Securities, LLC consists of 6,884,922 ADSs. Each ADS represents
four (4) Shares.
Exhibit 99.1 of the Company’s Report of
Foreign Private Issuer on Form 6-K, filed on November 22, 2022, indicates there were approximately 463,600,000 Shares outstanding
as of September 30, 2022. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following: ¨ |
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Item 6. |
Ownership of More than Five Percent
on Behalf of Another Person |
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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 |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of
the Group |
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Not applicable. |
CUSIP No: 00851L103
Item 9. |
Notice of Dissolution of Group |
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Not applicable. |
Item 10. |
Certification |
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By signing below each of the undersigned certifies
that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect. |
CUSIP No: 00851L103
SIGNATURE
After reasonable inquiry and
to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this
statement is true, complete, and correct.
Dated: February 10, 2023
SUSQUEHANNA SECURITIES, LLC |
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By: |
/s/ Brian Sopinsky |
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Name: |
Brian Sopinsky |
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Title: |
Secretary |
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