CUSIP No: 00851L103
| | SECURITIES AND EXCHANGE COMMISSION | |
| | Washington, D.C. 20549 | |
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. )*
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, 2021
(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) |
| ¨ | Rule 13d-1(c) |
| ¨ | 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
| | (1) | Names of Reporting Persons
Susquehanna Securities, LLC |
| |
| | (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
Delaware |
| | | |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | (5) | Sole Voting Power
27,539,776 |
| |
| (6) | Shared Voting Power
0 |
| |
| (7) | Sole Dispositive Power
27,539,776 |
| |
| (8) | Shared Dispositive Power
0 |
| |
| | (9) | Aggregate Amount Beneficially Owned by Each Reporting Person
27,539,776 |
| |
| | (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)
7.9% |
| |
| | (12) | Type of Reporting Person (See Instructions)
BD, OO |
| | | | | | |
CUSIP No: 00851L103
| Item 1. | | |
| | (a) | Name of Issuer
Agora, Inc. (the “Company”) |
| | (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 |
| |
| Item 2(a). | | 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
|
| Item 2(b). | | 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 |
| Item 2(c). | | 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). | | Title of Class of Securities
Class A Ordinary Shares, par value US$0.0001 per share |
| Item 2(e) | | 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: |
| | (a) | x | 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). |
CUSIP No: 00851L103
| | (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 association 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); |
| | (k) | ¨ | Group, in accordance with rule 13d–1(b)(1)(ii)(K). |
| | | | 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 |
| | |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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 6,884,944 ADSs. The Company’s Annual Report on Form 20-F, filed on March 26, 2021, indicates there were 347,302,624 Shares outstanding as of December 31, 2020. |
| |
| 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: ¨ |
| |
| Item 6. | Ownership of More than Five 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. | Certification |
| | |
| By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above 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 11, 2022
| SUSQUEHANNA SECURITIES, LLC |
| |
| By: | /s/ Brian Sopinsky | |
| Name: | Brian Sopinsky | |
| Title: | Secretary | |
