Statement of Ownership (sc 13g)

 

 

 

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