| Item 1. | |
| (a) | Name of issuer:
AGI Inc |
| (b) | Address of issuer's principal executive offices:
Rua Sergio Fernandes Borges Soares, 1000, Predio E1 Campinas, SP 13054-709 Brazil |
| Item 2. | |
| (a) | Name of person filing:
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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| 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:
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| | (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.
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| | (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.
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| | (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.
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| | (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.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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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. |
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Not Applicable
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Rule 13d-1(d)