AGI Inc reports major ownership disclosures: Marciano Testa and affiliated vehicles collectively report beneficial ownership of 101,257,359 shares representing 63.30% of the company on the reporting cover. The filing breaks this down across entities: MT Capital Limited holds 97,545,219 shares (62.43%), AGI Partners Limited holds 8,378,379 shares (13.43%), and affiliated vehicles hold smaller amounts.
The percentage calculations reference 58,700,711 Class A common shares outstanding as of February 10, 2026 and treat Class B shares as converted for ownership percent computation. The Reporting Persons filed jointly under Rule 13d-1(k) and include a Joint Filing Agreement.
Positive
None.
Negative
None.
Insights
Founder-led group reports consolidated majority stake exceeding 60%.
Marciano Testa and affiliated entities disclose aggregated beneficial ownership of 101,257,359 shares (reported 63.30%). The filing itemizes holdings by vehicle and notes that Class B shares are treated as converted for percentage calculations, while each Class B share carries 10 votes.
Key dependencies include the conversion mechanics of Class B to Class A and the joint filing arrangement. Subsequent disclosures or transfers by these reporting persons would change the ownership profile; future filings will show any shifts in voting or economic power.
Key Figures
Aggregate shares held by Marciano Testa group:101,257,359 sharesPercent of class (reported):63.30%MT Capital Limited holdings:97,545,219 shares+2 more
5 metrics
Aggregate shares held by Marciano Testa group101,257,359 sharesreported on cover sheet
Percent of class (reported)63.30%cover sheet percentage
MT Capital Limited holdings97,545,219 sharesreported on MT Capital Limited cover sheet
Class A shares outstanding (anchor)58,700,711 sharesas of February 10, 2026 (Final Prospectus)
Key Terms
Class B common share, Schedule 13G, Joint Filing Agreement, Beneficial ownership
4 terms
Class B common sharefinancial
"Each Class B common share is convertible into one Class A common share at the option"
Schedule 13Gregulatory
"This (the "Statement") is being filed by: (i) Marciano Testa; ..."
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"
Beneficial ownershipfinancial
"Amount beneficially owned: See row 9 of the cover sheet of each Reporting Person"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AGI Inc
(Name of Issuer)
Class A common shares, par value US$0.00005 each
(Title of Class of Securities)
G0118C105
(CUSIP Number)
03/31/2026
(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
Marciano Testa
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
101,257,359.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
101,257,359.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
101,257,359.00
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)
63.30 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Mr. Marciano Testa owns common shares of AGI Inc. through Testa Ventures, Yepidale International Ventures Limited, MT Capital Limited (vehicles directly or indirectly owned by Mr. Marciano Testa) and through AGI Partners Limited. Mr. Marciano Testa is the controlling shareholder of AGI Partners Limited and disclaims ownership of the Class A common shares held by AGI Partners Limited.
SCHEDULE 13G
CUSIP Number(s):
G0118C105
1
Names of Reporting Persons
MT Capital Limited
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
97,545,219.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
97,545,219.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
97,545,219.00
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)
62.43 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: MT Capital Limited is wholly owned by Mr. Marciano Testa.
SCHEDULE 13G
CUSIP Number(s):
G0118C105
1
Names of Reporting Persons
Yepidale International Ventures Limited
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
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,712,139.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,712,139.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,712,139.00
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)
5.95 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Yepidale International Ventures Limited is wholly owned by Mr. Marciano Testa.
SCHEDULE 13G
CUSIP Number(s):
G0118C105
1
Names of Reporting Persons
Testa Ventures
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,712,139.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,712,139.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,712,139.00
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)
5.95 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Testa Ventures is wholly owned by Yepidale International Ventures Limited, which, in turn, is wholly owned by Mr. Marciano Testa.
SCHEDULE 13G
CUSIP Number(s):
G0118C105
1
Names of Reporting Persons
AGI Partners Limited
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,378,379.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,378,379.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,378,379.00
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)
13.43 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: (1) Includes 4,694,239 Class A common shares and 3,684,140 Class B common shares.
(2) Mr. Marciano Testa is the controlling shareholder of AGI Partners Limited and disclaims ownership of the Class A common shares held by AGI Partners Limited.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
AGI Inc
(b)
Address of issuer's principal executive offices:
RUA SERGIO FERNANDES BORGES SOARES,1000
Item 2.
(a)
Name of person filing:
This Schedule 13G (the "Statement") is being filed by: (i) Marciano Testa; (ii) MT Capital Limited; (iii) Yepidale International Ventures Limited; (iv) Testa Ventures; and (v) AGI Partners Limited (each a "Reporting Person" and collectively, the "Reporting Persons"). Except for Marciano Testa, who claims beneficial ownership with respect to all shares owned by each of MT Capital Limited, Yepidale International Ventures Limited and Testa Ventures and the Class B common shares owned by AGI Partners Limited, each of the Reporting Persons disclaims beneficial ownership with respect to any shares owned by the other Reporting Persons.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Statement as Exhibit B, pursuant to which the Reporting Persons have agreed to file this Statement 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 office and business address of each of the Reporting Persons is Ugland House, Grand Cayman, KY1-1104, George Town, 99970, Cayman Islands.
(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:
See row 9 of the cover sheet of each Reporting Person.
With respect to Marciano Testa, the number of shares in row 9 consists of (i) 97,545,219 Class B common shares held directly by MT Capital Limited (a holding vehicle wholly owned by Marciano Testa); (ii) 3,684,139 Class B common shares held (a) indirectly by Yepidale International Ventures Limited (a holding vehicle wholly owned by Marciano Testa) through Testa Ventures and AGI Partners Limited, and (b) indirectly by Testa Ventures (which is wholly owned by Yepidale International Ventures Limited, which, in turn, is wholly owned by Mr. Marciano Testa) through AGI Partners Limited; (iii) 28,000 Class A common shares held (a) indirectly by Yepidale International Ventures Limited (a holding vehicle wholly owned by Marciano Testa) through Testa Ventures, and (b) directly by Testa Ventures (which is wholly owned by Yepidale International Ventures Limited, which, in turn, is wholly owned by Mr. Marciano Testa); and (iv) 1 Class B common share held directly by AGI Partners Limited. Marciano Testa is the controlling shareholder of AGI Partners Limited and disclaims ownership of the Class A common shares held by AGI Partners Limited.
With respect to MT Capital Limited, the number of shares in row 9 consists of 97,545,219 Class B common shares held directly by MT Capital Limited. MT Capital Limited is wholly owned by Marciano Testa.
With respect to Yepidale International Ventures Limited, the number of shares in row 9 consists of (i) 3,684,139 Class B common shares held indirectly by Yepidale International Ventures Limited through Testa Ventures and AGI Partners Limited and (ii) 28,000 Class A common shares held indirectly by Yepidale International Ventures Limited through Testa Ventures. Yepidale International Ventures Limited is wholly owned by Marciano Testa.
With respect to Testa Ventures, the number of shares in row 9 consists of (i) 3,684,139 Class B common shares held indirectly by Testa Ventures through AGI Partners Limited and (ii) 28,000 Class A common shares held directly by Testa Ventures. Testa Ventures is wholly owned by Yepidale International Ventures Limited, which, in turn, is wholly owned by Mr. Marciano Testa.
With respect to AGI Partners Limited, the number of shares in row 9 consists of (i) 4,694,239 Class A common shares, and (ii) 3,684,140 Class B common shares, in each case held directly by AGI Partners Limited. Marciano Testa is the controlling shareholder of AGI Partners Limited and disclaims ownership of the Class A common shares held by AGI Partners Limited.
Each Class B common share is convertible into one Class A common share at the option of its holder at any time.
The information set forth in Item 2 above is incorporated by reference for each Reporting Person.
(b)
Percent of class:
See row 11 of the cover sheet of each Reporting Person.
The percentage of class in row 11 of the cover sheet of each Reporting Person represents the quotient obtained by dividing (a) the aggregate number of Class A common shares and Class B common shares beneficially owned by such Reporting Person as set forth in row 9 of the cover sheet of each Reporting Person by (b) the sum of (i) 58,700,711 Class A common shares outstanding as of February 10, 2026, as reported by the Issuer on the Final Prospectus relating to the initial public offering of AGI Inc dated February 10, 2026, and (ii) the aggregate number of Class B common shares beneficially owned by such Reporting Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" above are treated as converted into Class A common shares only for the purpose of computing the percentage ownership of the Reporting Person.
Each Class A common share is entitled to one vote, and each Class B common share is entitled to 10 votes. The percentage reported does not reflect the 10 for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this report.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See row 5 of the cover sheet of each Reporting Person.
With respect to Marciano Testa, the number of shares in row 5 consists of (i) 97,545,219 Class B common shares held directly by MT Capital Limited (a holding vehicle wholly owned by Marciano Testa); (ii) 3,684,139 Class B common shares held (a) indirectly by Yepidale International Ventures Limited (a holding vehicle wholly owned by Marciano Testa) through Testa Ventures and AGI Partners Limited, and (b) indirectly by Testa Ventures (which is wholly owned by Yepidale International Ventures Limited, which, in turn, is wholly owned by Mr. Marciano Testa) through AGI Partners Limited; (iii) 28,000 Class A common shares held (a) indirectly by Yepidale International Ventures Limited (a holding vehicle wholly owned by Marciano Testa) through Testa Ventures, and (b) directly by Testa Ventures (which is wholly owned by Yepidale International Ventures Limited, which, in turn, is wholly owned by Mr. Marciano Testa); and (iv) 1 Class B common share held directly by AGI Partners Limited. Marciano Testa is the controlling shareholder of AGI Partners Limited and disclaims ownership of the Class A common shares held by AGI Partners Limited.
(ii) Shared power to vote or to direct the vote:
See row 6 of the cover sheet of each Reporting Person.
With respect to MT Capital Limited, the number of shares in row 6 consists of 97,545,219 Class B common shares held directly by MT Capital Limited. MT Capital Limited is wholly owned by Marciano Testa.
With respect to Yepidale International Ventures Limited, the number of shares in row 6 consists of (i) 3,684,139 Class B common shares held indirectly by Yepidale International Ventures Limited through Testa Ventures and AGI Partners Limited and (ii) 28,000 Class A common shares held indirectly by Yepidale International Ventures Limited through Testa Ventures. Yepidale International Ventures Limited is wholly owned by Marciano Testa.
With respect to Testa Ventures, the number of shares in row 6 consists of (i) 3,684,139 Class B common shares held indirectly by Testa Ventures through AGI Partners Limited and (ii) 28,000 Class A common shares held directly by Testa Ventures. Testa Ventures is wholly owned by Yepidale International Ventures Limited, which, in turn, is wholly owned by Mr. Marciano Testa.
With respect to AGI Partners Limited, the number of shares in row 6 consists of (i) 4,694,239 Class A common shares, and (ii) 3,684,140 Class B common shares, in each case held directly by AGI Partners Limited. Marciano Testa is the controlling shareholder of AGI Partners Limited and disclaims ownership of the Class A common shares held by AGI Partners Limited.
(iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover sheet of each Reporting Person.
With respect to Marciano Testa, the number of shares in row 7 consists of (i) 97,545,219 Class B common shares held directly by MT Capital Limited (a holding vehicle wholly owned by Marciano Testa); (ii) 3,684,139 Class B common shares held (a) indirectly by Yepidale International Ventures Limited (a holding vehicle wholly owned by Marciano Testa) through Testa Ventures and AGI Partners Limited, and (b) indirectly by Testa Ventures (which is wholly owned by Yepidale International Ventures Limited, which, in turn, is wholly owned by Mr. Marciano Testa) through AGI Partners Limited; (iii) 28,000 Class A common shares held (a) indirectly by Yepidale International Ventures Limited (a holding vehicle wholly owned by Marciano Testa) through Testa Ventures, and (b) directly by Testa Ventures (which is wholly owned by Yepidale International Ventures Limited, which, in turn, is wholly owned by Mr. Marciano Testa); and (iv) 1 Class B common share held directly by AGI Partners Limited. Marciano Testa is the controlling shareholder of AGI Partners Limited and disclaims ownership of the Class A common shares held by AGI Partners Limited.
(iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover sheet of each Reporting Person.
With respect to MT Capital Limited, the number of shares in row 8 consists of 97,545,219 Class B common shares held directly by MT Capital Limited. MT Capital Limited is wholly owned by Marciano Testa.
With respect to Yepidale International Ventures Limited, the number of shares in row 8 consists of (i) 3,684,139 Class B common shares held indirectly by Yepidale International Ventures Limited through Testa Ventures and AGI Partners Limited and (ii) 28,000 Class A common shares held indirectly by Yepidale International Ventures Limited through Testa Ventures. Yepidale International Ventures Limited is wholly owned by Marciano Testa.
With respect to Testa Ventures, the number of shares in row 8 consists of (i) 3,684,139 Class B common shares held indirectly by Testa Ventures through AGI Partners Limited and (ii) 28,000 Class A common shares held directly by Testa Ventures. Testa Ventures is wholly owned by Yepidale International Ventures Limited, which, in turn, is wholly owned by Mr. Marciano Testa.
With respect to AGI Partners Limited, the number of shares in row 8 consists of (i) 4,694,239 Class A common shares, and (ii) 3,684,140 Class B common shares, in each case held directly by AGI Partners Limited. Marciano Testa is the controlling shareholder of AGI Partners Limited and disclaims ownership of the Class A common shares held by AGI Partners Limited.
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 Exhibit A
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.
Marciano Testa
Signature:
/s/ Marciano Testa
Name/Title:
Marciano Testa
Date:
05/14/2026
MT Capital Limited
Signature:
/s/ Marciano Testa
Name/Title:
Director
Date:
05/14/2026
Yepidale International Ventures Limited
Signature:
/s/ Marciano Testa
Name/Title:
Director
Date:
05/14/2026
Testa Ventures
Signature:
/s/ Marciano Testa
Name/Title:
Director
Date:
05/14/2026
AGI Partners Limited
Signature:
/s/ Marciano Testa
Name/Title:
Director
Date:
05/14/2026
Exhibit Information
Exhibit A - Members of Filing Group; Exhibit B - Joint Filing Agreement Pursuant to Rule 13d-1(k)(1)
What stake does Marciano Testa report in AGI Inc (AGBK)?
Marciano Testa reports beneficial ownership of 101,257,359 shares, representing 63.30% as presented on the cover sheet. This aggregate includes Class A and Class B shares held directly and indirectly through affiliated entities.
How many shares does MT Capital Limited hold in AGI Inc?
MT Capital Limited holds 97,545,219 shares, representing 62.43% under the filing's percentage method. The filing states MT Capital Limited is wholly owned by Marciano Testa.
What outstanding share base is used to compute percentages in the filing?
The percentages reference 58,700,711 Class A common shares outstanding as of February 10, 2026, with Class B shares treated as converted into Class A solely for percentage calculations.
Are Class B shares convertible and how are they treated here?
Each Class B common share is convertible into one Class A common share at the holder's option. For this Schedule 13G, Class B shares are treated as converted when computing ownership percentages.
Did the reporting persons file jointly or separately?
The reporting persons filed jointly under Rule 13d-1(k) and included a Joint Filing Agreement as an exhibit to this Schedule 13G.
