Lumina Capital Management Ltda. and affiliated investment funds report beneficial ownership of 11,130,936 Class A common shares of AGI Inc, representing 18.96% of the outstanding Class A shares. These percentages are based on 58,700,711 Class A common shares outstanding as of December 31, 2025, as reported by the issuer.
The largest holder among the Lumina Funds is LCM Bigbang Fundo de Investimento em Participacoes Multiestrategia, with 8,045,726 shares, or 13.71% of the class, followed by LUMINA STRATEGIC SOLUTIONS FUND II (A) LP with 1,367,194 shares, or 2.33%. Lumina Capital acts as investment manager and may be deemed to share voting and dispositive power over these positions, while each reporting person disclaims beneficial ownership beyond its pecuniary interest.
Positive
None.
Negative
None.
Key Figures
Beneficial ownership:11,130,936 Class A sharesOwnership percentage:18.96%Shares outstanding:58,700,711 Class A shares+3 more
6 metrics
Beneficial ownership11,130,936 Class A sharesAggregate Lumina group beneficial ownership of AGI Inc Class A shares
Ownership percentage18.96%Lumina group percentage of AGI Inc Class A based on 58,700,711 shares
Shares outstanding58,700,711 Class A sharesAGI Inc Class A shares outstanding as of December 31, 2025
LCM Bigbang holdings8,045,726 Class A sharesLCM Bigbang Fundo de Investimento em Participacoes Multiestrategia stake, 13.71% of class
LSS Fund II (A) holdings1,367,194 Class A sharesLUMINA STRATEGIC SOLUTIONS FUND II (A) LP stake, 2.33% of class
Lumina Brasil Offshore holdings814,076 Class A sharesLUMINA BRASIL OFFSHORE INVESTMENTS COMPANY LP stake, 1.39% of class
"Amount beneficially owned: The Reporting Persons own the following number of the Company's Shares"
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.
shared voting powerfinancial
"Shared Voting Power 11,130,936.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 11,130,936.00"
Schedule 13Gregulatory
"have agreed to file this jointly in accordance with the provisions of Rule 13d-1(k)"
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 Agreementregulatory
"The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed"
How much of AGI Inc (AGBK) do the Lumina entities currently own?
Lumina Capital Management Ltda. and its affiliated funds report beneficial ownership of 11,130,936 AGI Inc Class A shares, representing 18.96% of the outstanding Class A common shares, based on 58,700,711 shares outstanding as of December 31, 2025.
What is the largest single AGI Inc (AGBK) position among the Lumina Funds?
The largest position is held by LCM Bigbang Fundo de Investimento em Participacoes Multiestrategia, which owns 8,045,726 AGI Inc Class A shares, or 13.71% of the outstanding Class A common shares, as calculated from 58,700,711 shares outstanding.
How many AGI Inc (AGBK) shares does LUMINA STRATEGIC SOLUTIONS FUND II (A) LP hold?
LUMINA STRATEGIC SOLUTIONS FUND II (A) LP owns 1,367,194 AGI Inc Class A common shares, representing 2.33% of the outstanding Class A shares, using the issuer’s reported total of 58,700,711 shares outstanding as of December 31, 2025.
Does Lumina Capital have voting and dispositive power over AGI Inc (AGBK) shares?
Lumina Capital, as investment manager of the Lumina Funds, may be deemed to share voting and dispositive power over the AGI Inc Class A shares held by those funds, while each reporting person disclaims beneficial ownership except for its pecuniary interest.
What baseline share count is used to calculate Lumina’s AGI Inc (AGBK) ownership percentages?
All reported ownership percentages use a baseline of 58,700,711 AGI Inc Class A common shares outstanding as of December 31, 2025, as reported by the issuer in its annual report.
Which Lumina entities are part of the reporting group for AGI Inc (AGBK)?
The reporting group includes Lumina Capital Management Ltda. and nine affiliated funds, such as LCM Bigbang Fundo de Investimento em Participacoes Multiestrategia and multiple LUMINA STRATEGIC SOLUTIONS FUND II and Lumina Brasil Offshore vehicles, which have entered into a Joint Filing Agreement.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
AGI Inc
(Name of Issuer)
Class A common shares, par value US$0.00005 each
(Title of Class of Securities)
G0118C105
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G0118C105
1
Names of Reporting Persons
Lumina Capital Management Ltda.
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
BRAZIL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,130,936.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,130,936.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,130,936.00
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)
18.96 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G0118C105
1
Names of Reporting Persons
LCM Bigbang Fundo de Investimento em Participacoes Multiestrategia Responsabilidade Limitada
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
BRAZIL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,045,726.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,045,726.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,045,726.00
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)
13.71 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G0118C105
1
Names of Reporting Persons
Lumina CC-IIIA, LP
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
593,513.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
593,513.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
593,513.00
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)
1.01 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G0118C105
1
Names of Reporting Persons
Lumina CC-IIIB, LP
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
65,634.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
65,634.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
65,634.00
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)
0.11 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G0118C105
1
Names of Reporting Persons
Lumina CC-IIIC, LP
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,558.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,558.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,558.00
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)
0.02 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G0118C105
1
Names of Reporting Persons
Lumina III Brasil Offshore Investments Company, LP
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
143,371.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
143,371.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
143,371.00
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)
0.24 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G0118C105
1
Names of Reporting Persons
LUMINA STRATEGIC SOLUTIONS FUND II (A) LP
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,367,194.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,367,194.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,367,194.00
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)
2.33 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G0118C105
1
Names of Reporting Persons
LUMINA STRATEGIC SOLUTIONS FUND II (B) LP
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
51,801.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
51,801.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
51,801.00
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)
0.09 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G0118C105
1
Names of Reporting Persons
LUMINA STRATEGIC SOLUTIONS FUND II (C) LP
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
38,063.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
38,063.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
38,063.00
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)
0.06 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G0118C105
1
Names of Reporting Persons
LUMINA BRASIL OFFSHORE INVESTMENTS COMPANY LP
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
814,076.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
814,076.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
814,076.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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");
(ii) LCM Bigbang Fundo de Investimento em Participacoes Multiestrategia Responsabilidade Limitada;
(iii) Lumina CC-IIIA, LP;
(iv) Lumina CC-IIIB, LP;
(v) Lumina CC-IIIC, LP;
(vi) Lumina III Brasil Offshore Investments Company, LP;
(vii) LUMINA STRATEGIC SOLUTIONS FUND II (A) LP;
(viii) LUMINA STRATEGIC SOLUTIONS FUND II (B) LP;
(ix) LUMINA STRATEGIC SOLUTIONS FUND II (C) LP; and
(x) LUMINA BRASIL OFFSHORE INVESTMENTS COMPANY LP.
The Reporting Persons mentioned above, other than Lumina Capital are referred to collectively as "Lumina Funds".
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G (Amendment No. 1) 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) LCM Bigbang Fundo de Investimento em Participacoes Multiestrategia Responsabilidade Limitada -- Praia De Botafogo 501, 5th and 6th Floors, Botafogo, Rio de Janeiro, CEP 22250-040, State of Rio de Janeiro, Brazil
(iii) All other Lumina Funds -- 152928 Canada Inc., Suite 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9 Canada
(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 No.:
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 13.71% of the issued and Class A common shares.
(iii) Lumina CC-IIIA, LP owns of record 593,513 Class A common shares or 1.01% of the issued and Class A common shares;
(iv) Lumina CC-IIIB, LP owns of record 65,634 Class A common shares or 0.11% of the issued and Class A common shares;
(v) Lumina CC-IIIC, LP owns of record 11,558 Class A common shares or 0.02% of the issued and Class A common shares;
(vi) Lumina III Brasil Offshore Investments Company, LP owns of record 143,371 Class A common shares or 0.24% of the issued and Class A common shares;
(vii) LUMINA STRATEGIC SOLUTIONS FUND II (A) LP owns of record 1,367,194 Class A common shares or 2.33% of the issued and Class A common shares;
(viii) LUMINA STRATEGIC SOLUTIONS FUND II (B) LP owns of record 51,801 Class A common shares or 0.09% of the issued and Class A common shares;
(ix) LUMINA STRATEGIC SOLUTIONS FUND II (C) LP owns of record 38,063 Class A common shares or 0.06% of the issued and Class A common shares; and
(x) LUMINA BRASIL OFFSHORE INVESTMENTS COMPANY LP owns of record 814,076 Class A common shares or 1.39% of the issued and Class A common shares.
Lumina Capital serves as the investment manager of the Lumina Funds. By virtue of the foregoing, Lumina Capital may be deemed to share voting power and the power to direct the disposition of the Class A common shares that each Lumina Fund 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 calculation of percentage ownership herein are based on an aggregate of 58,700,711 Class A common shares outstanding as of December 31, 2025 as reported by the Issuer in the annual report on Form 20-F filed with Securities and Exchange Commission on April 30, 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 Class A common shares as indicated on such Reporting Person's cover page included herein.
(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 Class A common shares as indicated on such Reporting Person's cover page included herein.
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)(J), so indicate under Item 3(j) 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/ Catarina Rodrigues
Name/Title:
Catarina Rodrigues, Director
Date:
07/21/2026
Signature:
/s/ Daniel Goldberg
Name/Title:
Daniel Goldberg, Director
Date:
07/21/2026
LCM Bigbang Fundo de Investimento em Participacoes Multiestrategia Responsabilidade Limitada
Signature:
/s/ Catarina Rodrigues
Name/Title:
Catarina Rodrigues, Director
Date:
07/21/2026
Signature:
/s/ Daniel Goldberg
Name/Title:
Daniel Goldberg/Director
Date:
07/21/2026
Lumina CC-IIIA, LP
Signature:
/s/ Catarina Rodrigues
Name/Title:
Catarina Rodrigues, Director
Date:
07/21/2026
Signature:
/s/ Daniel Goldberg
Name/Title:
Daniel Goldberg, Director
Date:
07/21/2026
Lumina CC-IIIB, LP
Signature:
/s/ Catarina Rodrigues
Name/Title:
Catarina Rodrigues, Director
Date:
07/21/2026
Signature:
/s/ Daniel Goldberg
Name/Title:
Daniel Goldberg, Director
Date:
07/21/2026
Lumina CC-IIIC, LP
Signature:
/s/ Catarina Rodrigues
Name/Title:
Catarina Rodrigues, Director
Date:
07/21/2026
Signature:
/s/ Daniel Goldberg
Name/Title:
Daniel Goldberg, Director
Date:
07/21/2026
Lumina III Brasil Offshore Investments Company, LP
Signature:
/s/ Catarina Rodrigues
Name/Title:
Catarina Rodrigues, Director
Date:
07/21/2026
Signature:
/s/ Daniel Goldberg
Name/Title:
Daniel Goldberg, Director
Date:
07/21/2026
LUMINA STRATEGIC SOLUTIONS FUND II (A) LP
Signature:
/s/ Catarina Rodrigues
Name/Title:
Catarina Rodrigues, Director
Date:
07/21/2026
Signature:
/s/ Daniel Goldberg
Name/Title:
Daniel Goldberg, Director
Date:
07/21/2026
LUMINA STRATEGIC SOLUTIONS FUND II (B) LP
Signature:
/s/ Catarina Rodrigues
Name/Title:
Catarina Rodrigues, Director
Date:
07/21/2026
Signature:
/s/ Daniel Goldberg
Name/Title:
Daniel Goldberg, Director
Date:
07/21/2026
LUMINA STRATEGIC SOLUTIONS FUND II (C) LP
Signature:
/s/ Catarina Rodrigues
Name/Title:
Catarina Rodrigues, Director
Date:
07/21/2026
Signature:
/s/ Daniel Goldberg
Name/Title:
Daniel Goldberg, Director
Date:
07/21/2026
LUMINA BRASIL OFFSHORE INVESTMENTS COMPANY LP
Signature:
/s/ Catarina Rodrigues
Name/Title:
Catarina Rodrigues, Director
Date:
07/21/2026
Signature:
/s/ Daniel Goldberg
Name/Title:
Daniel Goldberg, Director
Date:
07/21/2026
Exhibit Information
Exhibit A. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.