Agora, Inc. Amended Passive Investment Disclosure

Bin (Tony) Zhao and related entities reported beneficial ownership totaling 91,277,391 ordinary shares (27.0% of the class).

Rhea-AI Filing Summary

Bin (Tony) Zhao and related entities reported beneficial ownership totaling 91,277,391 ordinary shares (27.0% of the class). The filing states this ownership consists of 76,179,938 Class B ordinary shares held by Much ado Limited and 15,097,453 Class A ordinary shares held by YY TZ Limited.

Shares outstanding used to calculate percentages are 338,199,143 ordinary shares as of March 31, 2026, comprising 262,019,205 Class A and 76,179,938 Class B ordinary shares, per the cited annual report on Form 20-F.

Insights

Corporate Governance Analyst

Major holder reports 27.0% stake via related entities.

Bin (Tony) Zhao is reported as having shared voting and dispositive power over 91,277,391 ordinary shares through Much ado Limited and YY TZ Limited. The filing attributes 76,179,938 Class B shares to Much ado Limited and 15,097,453 Class A shares to YY TZ Limited.

Ownership percentages are calculated using March 31, 2026 outstanding figures. Subsequent filings or disclosures would show any change to this position.

Securities Compliance Specialist

Filing presents standard Schedule 13G/A disclosure of beneficial ownership.

The document lists voting and dispositive power as "shared" for the reported shares and cites the Form 20-F for the outstanding share base of 338,199,143 shares. Signatures and a joint filing agreement are included.

Cash-flow treatment is not applicable; this is an ownership disclosure. Any changes must be reported in accordance with applicable rules.

Key Figures

Reported beneficial ownership: 91,277,391 shares Percent of class: 27.0% Much ado Limited holdings: 76,179,938 shares +2 more

5 metrics

Reported beneficial ownership 91,277,391 shares Total reported for Bin (Tony) Zhao (combined entities)

Percent of class 27.0% Calculated based on 338,199,143 ordinary shares as of March 31, 2026

Much ado Limited holdings 76,179,938 shares Class B ordinary shares held by Much ado Limited

YY TZ Limited holdings 15,097,453 shares Class A ordinary shares held by YY TZ Limited (7,830,424 represented by 1,957,606 ADSs)

Shares outstanding used 338,199,143 shares Sum of 262,019,205 Class A and 76,179,938 Class B as of March 31, 2026

Key Terms

ADS, Class B ordinary shares, beneficially owned, shared dispositive power

4 terms

ADS market

"7,830,424 Class A ordinary shares (as represented by 1,957,606 ADSs)"

Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

Class B ordinary shares market

"76,179,938 Class B ordinary shares held by Much ado Limited"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

beneficially owned regulatory

"Amount beneficially owned: Bin (Tony) Zhao: 91,277,391 ordinary shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared dispositive power regulatory

"Shared Dispositive Power 91,277,391.00"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Bin (Tony) Zhao report in Agora, Inc. (API)?

Bin (Tony) Zhao reports beneficial ownership of 91,277,391 ordinary shares, equal to 27.0% of the class. This stake comprises holdings attributed to Much ado Limited and YY TZ Limited as disclosed in the filing.

How are the 91,277,391 shares allocated between entities?

The filing attributes 76,179,938 Class B ordinary shares to Much ado Limited and 15,097,453 Class A ordinary shares to YY TZ Limited, together totaling 91,277,391 shares reported for Mr. Zhao.

What share count is used to calculate the ownership percentage?

Percentages are calculated using a total of 338,199,143 ordinary shares as of March 31, 2026, consisting of 262,019,205 Class A and 76,179,938 Class B ordinary shares per the cited Form 20-F.

Does the filing show sole voting or dispositive power for the reported shares?

No. The filing shows 0 shares with sole voting or sole dispositive power for the reporting persons and lists shared voting and shared dispositive power over the reported 91,277,391 shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 07:29 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Agora, Inc.

(Name of Issuer)

Class A ordinary shares, par value US$0.0001 per share

(Title of Class of Securities)

00851L103

(CUSIP Number)

03/31/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 00851L103

1

Names of Reporting Persons

Bin (Tony) Zhao

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

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 91,277,391.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 91,277,391.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

91,277,391.00

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)

27.0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Includes (a) 76,179,938 Class B ordinary shares held by Much ado Limited, a British Virgin Islands company where Mr. Bin (Tony) Zhao is the sole director and, as such, has discretionary authority to vote and dispose of the shares held by Much ado Limited in Agora, Inc.; and (b) 7,267,029 Class A ordinary shares and 7,830,424 Class A ordinary shares (as represented by 1,957,606 ADSs) held by YY TZ Limited, a British Virgin Islands company where Mr. Bin (Tony) Zhao is the sole director and, as such, has discretionary authority to vote and dispose of the shares held by YY TZ Limited in Agora, Inc. The percentage of the class of securities beneficially owned by each reporting person is calculated based on 338,199,143 ordinary shares as a single class, being the sum of 262,019,205 Class A ordinary shares and 76,179,938 Class B ordinary shares outstanding as of March 31, 2026, as disclosed in Agora, Inc.'s annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on April 15, 2026.

SCHEDULE 13G

CUSIP Number(s): 00851L103

1

Names of Reporting Persons

Much ado 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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 76,179,938.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 76,179,938.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

76,179,938.00

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)

22.5 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 00851L103

1

Names of Reporting Persons

YY TZ 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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 15,097,453.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 15,097,453.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,097,453.00

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)

4.5 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Agora, Inc.
(b)	Address of issuer's principal executive offices: Floor 8, Building 12, Phase III of ChuangZhiTianDi, 333 Songhu Road, Yangpu District, Shanghai, 200433, People's Republic of China
Item 2.
(a)	Name of person filing: Bin (Tony) Zhao Much ado Limited YY TZ Limited
(b)	Address or principal business office or, if none, residence: Bin (Tony) Zhao c/o Agora, Inc. 2804 Mission College Blvd Santa Clara, California 95054 United States Much ado Limited Trident Chambers, PO Box 146 Road Town, Tortola British Virgin Islands YY TZ Limited Luna Tower, Waterfront Drive, Road Town, Tortola, VG1110 British Virgin Islands
(c)	Citizenship: Mr. Bin (Tony) Zhao - People's Republic of China Much ado Limited - British Virgin Islands YY TZ Limited - British Virgin 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: Bin (Tony) Zhao: 91,277,391 ordinary shares, consisting of 76,179,938 Class B ordinary shares held by Much ado Limited, plus 15,097,453 Class A ordinary shares held by YY TZ Limited. Much ado Limited: 76,179,938 ordinary shares, representing 76,179,938 Class B ordinary shares held by Much ado Limited. YY TZ Limited: 15,097,453 ordinary shares, representing 15,097,453 Class A ordinary shares held by YY TZ Limited, of which 7,830,424 Class A ordinary shares are represented by 1,957,606 ADSs.
(b)	Percent of class: Bin (Tony) Zhao: 27.0%. Much ado Limited: 22.5% YY TZ Limited: 4.5%. The percentage of class is calculated based on 338,199,143 ordinary shares as a single class, being the sum of 262,019,205 Class A ordinary shares and 76,179,938 Class B ordinary shares outstanding as of March 31, 2026, as disclosed in Agora, Inc.'s annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Bin (Tony) Zhao: 0 Much ado Limited: 0 YY TZ Limited: 0
	(ii) Shared power to vote or to direct the vote: Bin (Tony) Zhao: 91,277,391 ordinary shares Much ado Limited: 76,179,938 ordinary shares YY TZ Limited: 15,097,453 ordinary shares
	(iii) Sole power to dispose or to direct the disposition of: Bin (Tony) Zhao: 0 Much ado Limited: 0 YY TZ Limited: 0
	(iv) Shared power to dispose or to direct the disposition of: Bin (Tony) Zhao: 91,277,391 ordinary shares Much ado Limited: 76,179,938 ordinary shares YY TZ Limited: 15,097,453 ordinary shares
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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.

Bin (Tony) Zhao

Signature:	/s/ Bin (Tony) Zhao
Name/Title:	N/A
Date:	05/15/2025

Much ado Limited

Signature:	/s/ Bin (Tony) Zhao
Name/Title:	Director
Date:	05/15/2025

YY TZ Limited

Signature:	/s/ Bin (Tony) Zhao
Name/Title:	Director
Date:	05/15/2025

Exhibit Information

Exhibit 99.1 Joint Filing Agreement