Form SCHEDULE 13G AGI Inc Filed by: TESTA MARCIANO
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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) |
(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) |
SCHEDULE 13G
|
| CUSIP No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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 No. |
| 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: |
| ||||||||
| 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 No.:
| |
| 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. | |
| 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
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| 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.
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Exhibit Information
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Exhibit A - Members of Filing Group; Exhibit B - Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) |
ATTACHMENTS / EXHIBITS
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