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August 10, 2022
Jingbo Wang
Chief Financial Officer
Agora, Inc.
Floor 8, Building 12 , Phase III of ChuangZhiTianDi
333 Songhu Road
Yangpu District, Shanghai
People’s Republic of China
Re:Agora, Inc.
Form 20-F for the fiscal year ended December 31, 2021
Dear Mr. Wang:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the fiscal year ended December 31, 2021
Part 1
D. Risk Factors, page 5
1.You disclose on page 5 that this structure allows you to exercise effective control over the
VIEs, and is designed to replicate substantially the same economic benefits as would be
provided by equity ownership.  Your disclosures in the filing should not should not refer
to any type of equity ownership when discussing VIEs.  Please revise.

2.We note from your disclosures on page 8 that the PCAOB is currently unable to inspect
your auditor in relation to their audit work performed for your financial statements
included elsewhere in this annual report.  Please revise to disclose the HFCAA and
Accelerating HFCAA timeframes in this section of the filing.  You should also provide a
specific cross-reference to the longer risk factor discussion of the impacts of the HFCAA
and Accelerating HFCAA.  In addition, your disclosure should make clear whether these

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risks could cause the value of your ADSs to become worthless.
3.In this section of the filing provide a diagram of the company’s corporate structure,
identifying the person or entity that owns the equity in each depicted entity. Describe all
contracts and arrangements through which you claim to have economic rights and exercise
control that results in consolidation of the VIE’s operations and financial results into your
financial statements. Identify clearly entity(ies) in which the company’s operations are
conducted. Describe the relevant contractual agreements between the entities and how this
type of corporate structure may affect investors and the value of their investment,
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements.  Your disclosures provided in Item 4 (A) "History and Development of the
Company" should be moved to the forepart of this filing.  Explain why the diagram of the
company's corporate structure does not appear to include the consolidated variable interest
entity within the Easemob group structure.
4.Please revise your disclosures in this section to clarify that the Cayman Islands holding
company controls and receives the economic benefits of the VIE’s business operations
through contractual agreements between the VIE and your Wholly Foreign-Owned
Enterprise (WFOE) and that those agreements are designed to provide your WFOE with
the power, rights, and obligations equivalent in all material respects to those it would
possess as the principal equity holder of the VIE. Additionally, your disclosure should
clarify that you are the primary beneficiary of the VIE for accounting purposes.
.
5.Please provide a specific cross-reference to the more detailed risk factor for each summary
risk factor.
6.Disclose in this section each permission or approval that you, your subsidiaries, or the
VIEs are required to obtain from Chinese authorities to operate your business and to offer
the securities being registered to foreign investors. State whether you, your subsidiaries, or
VIEs are covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve the VIE’s operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
7.In this section, provide a clear description of how cash is transferred through your
organization. Disclose your intentions to distribute earnings or settle amounts owed under
the VIE agreements. Provide us with a roll-forward of the “Amount due to intercompany”

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for the VIEs as of December 31, 2021.  Describe any restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries and/or the
consolidated VIEs, to the parent company and U.S. investors as well as the ability to settle
amounts owed under the VIE agreements.  Quantify any cash flows and transfers of other
assets by type that have occurred between the holding company, its subsidiaries, and the
consolidated VIEs, and direction of transfer. Quantify any dividends or distributions that a
subsidiary or consolidated VIE have made to the holding company and which entity made
such transfer, and their tax consequences. Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences. Your disclosure should
make clear if no transfers, dividends, or distributions have been made to date. Describe
any restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors.  Provide cross-references to the condensed
consolidating schedule and the consolidated financial statements.
8.We note your tables beginning on page 61 that present the summary financial
information.  Please revise the schedule headings to refer to these schedules as "selected
condensed consolidating data" instead of  “selected condensed consolidated data”.  Please
revise to provide a roll-forward table for for Agora, Inc.'s “Share of income/(loss) from
VIE and VIE’s Subsidiaries” and "Investments in subsidiaries” and "Investments in
VIEs".
Risks Related to Our Corporate Structure
"If the PRC government deems that the contractual arrangements in relation to the VIEs do not
comply with PRC regulatory restrictions...", page 33
9.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of the VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future,
your securities may decline in value or become worthless if the determinations, changes,
or interpretations result in your inability to assert contractual control over the assets of
your PRC subsidiaries or the VIEs that conduct all or substantially all of your operations.
Risks Related to Doing Business in China
"Changes in the political and economic policies of the PRC government could adversely affect
our business, operating results...", page 38
10.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and

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cause the value of such securities to significantly decline or be worthless.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Morgan Youngwood, Senior Staff Accountant at 202-551-3479 or
Stephen Krikorian, Accounting Branch Chief at 202-551-3488 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology