Liu Qin reports indirect Agora (NASDAQ: API) holdings via Morningside and Evolution funds

Rhea-AI Filing Summary

Agora, Inc. director Liu Qin filed an initial Form 3 reporting indirect holdings of Class A ordinary shares through several investment funds. The filing lists positions held by MORNINGSIDE CHINA TMT FUND II, L.P., Morningside China TMT Top Up Fund, L.P., and multiple Evolution and Morningside special opportunity and co-investment funds.

Some of these holdings are represented by American depositary shares (ADSs), including 186,277 ADSs for MORNINGSIDE CHINA TMT FUND II, L.P. and 2,166,374 ADSs for Morningside China TMT Top Up Fund, L.P., with each ADS representing four Class A ordinary shares. Liu Qin serves on the governing general partner bodies for these funds and disclaims beneficial ownership except for any pecuniary interest.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Liu Qin

Role Director

Type	Security	Shares	Price	Value
holding	Class A ordinary shares	--	--	--
holding	Class A ordinary shares	--	--	--
holding	Class A ordinary shares	--	--	--
holding	Class A ordinary shares	--	--	--
holding	Class A ordinary shares	--	--	--
holding	Class A ordinary shares	--	--	--

Holdings After Transaction: Class A ordinary shares — 745,108 shares (Indirect, By MORNINGSIDE CHINA TMT FUND II, L.P.)

Footnotes (1)

1. Represented by 186,277 American depositary shares ("ADSs") of Agora, Inc. (the "Issuer"). Each ADS represents four Class A ordinary shares of Issuer. The reporting person serves as one of the three members of the general partner investment committee, which governs the investment and divestment activity of MORNINGSIDE CHINA TMT FUND II, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by MORNINGSIDE CHINA TMT FUND II, L.P., except to the extent of his pecuniary interest therein, if any. Represented by 2,166,374 ADSs of the Issuer. Each ADS represents four Class A ordinary shares of the Issuer. The reporting person serves as one of the three members of the general partner investment committee, which governs the investment and divestment activity of Morningside China TMT Top Up Fund, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by Morningside China TMT Top Up Fund, L.P., except to the extent of his pecuniary interest therein, if any. The reporting person serves as one of the three members of the general partner board of members, which governs the investment and divestment activity of EVOLUTION FUND I CO-INVESTMENT, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by EVOLUTION FUND I CO-INVESTMENT, L.P., except to the extent of his pecuniary interest therein, if any. The reporting person serves as one of the three members of the general partner board of members, which governs the investment and divestment activity of EVOLUTION SPECIAL OPPORTUNITY FUND I, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by EVOLUTION SPECIAL OPPORTUNITY FUND I, L.P., except to the extent of his pecuniary interest therein, if any. The reporting person serves as one of the three members of the general partner investment committee, which governs the investment and divestment activity of MORNINGSIDE CHINA TMT FUND IV CO-INVESTMENT, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by MORNINGSIDE CHINA TMT FUND IV CO-INVESTMENT, L.P., except to the extent of his pecuniary interest therein, if any. The reporting person serves as one of the three members of the general partner board of members, which governs the investment and divestment activity of MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND II, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND II, L.P., except to the extent of his pecuniary interest therein, if any.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Liu Qin

(Last) (First) (Middle)

C/O AGORA, INC.,

2804 MISSION COLLEGE BLVD

(Street)

SANTA CLARA CALIFORNIA 95054

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2026

3. Issuer Name and Ticker or Trading Symbol
Agora, Inc. [ API ]

3a. Foreign Trading Symbol
[[ ]]

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A ordinary shares	745,108(1)	I	By MORNINGSIDE CHINA TMT FUND II, L.P.
Class A ordinary shares	8,665,496(2)	I	By Morningside China TMT Top Up Fund, L.P.
Class A ordinary shares	1,161,092(3)	I	By EVOLUTION FUND I CO-INVESTMENT, L.P.
Class A ordinary shares	7,740,611(4)	I	By EVOLUTION SPECIAL OPPORTUNITY FUND I, L.P.
Class A ordinary shares	1,255,875(5)	I	By MORNINGSIDE CHINA TMT FUND IV CO-INVESTMENT, L.P.
Class A ordinary shares	12,558,748(6)	I	By MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND II, L.P.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represented by 186,277 American depositary shares ("ADSs") of Agora, Inc. (the "Issuer"). Each ADS represents four Class A ordinary shares of Issuer. The reporting person serves as one of the three members of the general partner investment committee, which governs the investment and divestment activity of MORNINGSIDE CHINA TMT FUND II, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by MORNINGSIDE CHINA TMT FUND II, L.P., except to the extent of his pecuniary interest therein, if any.

2. Represented by 2,166,374 ADSs of the Issuer. Each ADS represents four Class A ordinary shares of the Issuer. The reporting person serves as one of the three members of the general partner investment committee, which governs the investment and divestment activity of Morningside China TMT Top Up Fund, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by Morningside China TMT Top Up Fund, L.P., except to the extent of his pecuniary interest therein, if any.

3. The reporting person serves as one of the three members of the general partner board of members, which governs the investment and divestment activity of EVOLUTION FUND I CO-INVESTMENT, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by EVOLUTION FUND I CO-INVESTMENT, L.P., except to the extent of his pecuniary interest therein, if any.

4. The reporting person serves as one of the three members of the general partner board of members, which governs the investment and divestment activity of EVOLUTION SPECIAL OPPORTUNITY FUND I, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by EVOLUTION SPECIAL OPPORTUNITY FUND I, L.P., except to the extent of his pecuniary interest therein, if any.

5. The reporting person serves as one of the three members of the general partner investment committee, which governs the investment and divestment activity of MORNINGSIDE CHINA TMT FUND IV CO-INVESTMENT, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by MORNINGSIDE CHINA TMT FUND IV CO-INVESTMENT, L.P., except to the extent of his pecuniary interest therein, if any.

6. The reporting person serves as one of the three members of the general partner board of members, which governs the investment and divestment activity of MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND II, L.P. The reporting person disclaims beneficial ownership of the shares of the Issuer held by MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND II, L.P., except to the extent of his pecuniary interest therein, if any.

	/s/ Qin Liu	03/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Liu Qin’s Form 3 for Agora (API) report?

The Form 3 reports indirect holdings of Agora Class A ordinary shares through several investment funds. It identifies positions held by multiple Morningside and Evolution funds where Liu Qin serves on governing bodies but disclaims beneficial ownership except for any pecuniary interest.

Which entities hold Agora (API) shares related to Liu Qin’s Form 3?

The filing lists holdings by MORNINGSIDE CHINA TMT FUND II, L.P., Morningside China TMT Top Up Fund, L.P., EVOLUTION FUND I CO-INVESTMENT, L.P., EVOLUTION SPECIAL OPPORTUNITY FUND I, L.P., MORNINGSIDE CHINA TMT FUND IV CO-INVESTMENT, L.P., and MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND II, L.P.

How many Agora ADSs are reported for Morningside China TMT Fund II on the Form 3?

The Form 3 states that MORNINGSIDE CHINA TMT FUND II, L.P. holds 186,277 American depositary shares (ADSs) of Agora. Each ADS represents four Class A ordinary shares, and this position is reported as an indirect holding related to director Liu Qin.

What ADS holdings does Morningside China TMT Top Up Fund report in Agora (API)?

The document notes that Morningside China TMT Top Up Fund, L.P. holds 2,166,374 ADSs of Agora. Each ADS represents four Class A ordinary shares, and this stake is reported as an indirect holding associated with director Liu Qin on the Form 3.

Does Liu Qin claim full beneficial ownership of the Agora shares in this Form 3?

No. For each fund position, Liu Qin disclaims beneficial ownership of the Agora shares except to the extent of his pecuniary interest, if any. The filing emphasizes his governance roles on the funds’ general partner bodies.

Are there any buy or sell transactions in Liu Qin’s Agora (API) Form 3?

The Form 3 functions as an initial ownership report and lists holdings rather than explicit purchases or sales. The entries are classified as holding records, with no transaction codes indicating open-market buys, sells, exercises, or other transactional activity.