AGI Inc (AGBK) Schedule 13G filed reporting a shared stake in Class A common shares. The filing states that Lumina FIP beneficially owns 8,045,726 Class A common shares, representing 13.70% of the Class A shares. Lumina Capital Management Ltda. is the investment manager and is included in a joint filing.
The ownership percentages are calculated using 58,700,711 Class A common shares outstanding as of February 10, 2026 per the company's final prospectus. The Reporting Persons disclaim ownership except to the extent of their pecuniary interest and have filed a Joint Filing Agreement.
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Insights
Large passive stake reported: Lumina FIP holds 13.70% of AGI Inc Class A shares.
The filing shows a significant reported beneficial position of 8,045,726 shares, derived from the issuer's stated outstanding share count of 58,700,711 as of February 10, 2026. This is a static ownership disclosure under Schedule 13G, which typically indicates passive intent when filed under the rule's conditions.
Key dependencies include whether the filing qualifies as passive under Rule 13d-1 and any future amendments. Subsequent filings could show changes if Lumina shifts from passive to active management or changes its voting/dispositive stance.
Key Figures
Shares beneficially owned:8,045,726 sharesPercent of class:13.70%Shares outstanding:58,700,711 shares
"This Schedule 13G is being filed on behalf of each of the following persons"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Joint Filing Agreementlegal
"The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed"
beneficially ownedfinancial
"Lumina FIP owns of record 8,045,726 Class A common shares or 13.70% of the issued"
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.
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This Schedule 13G (the "Statement") is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) Lumina Capital Management Ltda. ("Lumina Capital") and
(ii) LCM Bigbang Fundo de Investimento em Participacoes Multiestrategia Responsabilidade Limitada ("Lumina FIP").
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
(b)
Address or principal business office or, if none, residence:
The principal addresses of the Reporting Persons are as follows:
(i) Lumina Capital -- Rua Prof. Atilio Innocenti, No. 165, 14th floor, Sao Paulo, CEP 04538-000, State of Sao Paulo, Brazil
(ii) Lumina FIP - Praia De Botafogo 501, 5th and 6th Floors, Botafogo, Rio de Janeiro, CEP 22250-040, State of Rio de Janeiro, Brazil
(c)
Citizenship:
See row 4 of the cover pages to this Statement.
(d)
Title of class of securities:
Class A common shares, par value US$0.00005 each
(e)
CUSIP Number(s):
G0118C105
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:
The Reporting Persons own the following number of the Company's Shares:
(i) Lumina Capital owns of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares.
(ii) Lumina FIP owns of record 8,045,726 Class A common shares or 13.70% of the issued and Class A common shares.
Lumina Capital serves as the investment manager of Lumina FIP. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the Class A common shares that each owns of record. Each of the Reporting Persons disclaims ownership of the Class A common shares, except to the extent of their pecuniary interest therein.
(b)
Percent of class:
See row 11 of the cover sheet of each Reporting Person.
All calculations of percentage ownership herein are based on an aggregate of 58,700,711 Class A common shares outstanding as of February 10, 2026 as reported by the Issuer in the Final Prospectus relating to the initial public offering of AGI Inc dated February 10, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the Class A common shares as indicated on such Reporting Person's cover page included herein.
(ii) Shared power to vote or to direct the vote:
Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the 13.70% Class A common shares that may be deemed to be owned beneficially by each of them.
(iii) Sole power to dispose or to direct the disposition of:
Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the Class A common shares as indicated on such Reporting Person's cover page included herein.
(iv) Shared power to dispose or to direct the disposition of:
Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the 13.70% Class A common shares that may be deemed to be owned beneficially by each of them.
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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 4, which states the identity of the members of the group filing this Schedule 13G.
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.
Lumina Capital Management Ltda.
Signature:
/s/ Daniel Goldberg
Name/Title:
Daniel Goldberg/Director
Date:
04/23/2026
LCM Bigbang Fundo de Investimento em Participacoes Multiestrategia Responsabilidade Limitada
Signature:
/s/ Daniel Goldberg
Name/Title:
Daniel Goldberg/Director
Date:
04/23/2026
Exhibit Information
Exhibit A. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
What stake does Lumina FIP report in AGI Inc (AGBK)?
Lumina FIP reports beneficial ownership of 8,045,726 Class A shares (13.70%). This percentage is based on 58,700,711 Class A shares outstanding as of February 10, 2026, per the issuer's final prospectus.
Who are the reporting persons on the Schedule 13G for AGBK?
The filing is by Lumina Capital Management Ltda. and LCM Bigbang Fundo de Investimento em Participacoes Multiestrategia (Lumina FIP). They filed a Joint Filing Agreement and report shared voting/dispositive power.
Does the Schedule 13G indicate active control or passive investment?
The Schedule 13G format generally indicates a passive reporting position under Rule 13d-1, not active control. The filing disclaims ownership except for pecuniary interest and cites a joint filing arrangement.
What share count was used to calculate the 13.70% ownership?
The percentage uses 58,700,711 Class A common shares outstanding as of February 10, 2026, as reported in AGI Inc's Final Prospectus related to its IPO on that date.
Did the filers report sole or shared voting power for the reported shares?
The filers report shared voting and dispositive power over the 8,045,726 shares; sole voting and dispositive power are shown as 0.00 on the cover information for the reporting persons.
