AGI Inc

Date of Prospectus: January 14, 2026

AGI Inc IPO: Unlocking Growth in Brazilian Financial Services – Deep Dive into Offer Structure, Financials, Risks, and Investor Outlook

AGI Inc’s initial public offering (IPO) enters the market as one of the most watched listings in the Brazilian financial sector. With an innovative business model, robust financial metrics, and a clear strategy for growth, the company seeks to capitalize on industry trends and deliver value to both institutional and retail investors. This comprehensive review covers all aspects of the IPO, from offer structure and financials to risks, management, and the likely first-day performance.

IPO Snapshot

AGI Inc is listing its Class A common shares on the New York Stock Exchange under the symbol “AGBK”.

• Offer Symbol: AGBK
• Offer Price / Price Range: The exact price per share is not stated but is to be determined within the range set forth on the cover page.
• Offer Size: Number of Class A common shares offered by the company and selling shareholders not specified; underwriters have a 30-day option to purchase additional shares.
• Post-IPO Outstanding Shares: Number not specified; breakdowns provided for Class A and Class B common shares post-offering.
• Placement Breakdown: Shares offered by both the company and selling shareholders; underwriters granted a 30-day greenshoe option. No specific allocation to cornerstone or anchor investors disclosed.
• Dividend Policy: No formal dividend policy adopted; future distributions will depend on performance, cash requirements, and board decisions. The company does not anticipate paying dividends in the foreseeable future.
• Lock-Up Agreements: The company, directors, executive officers, and principal shareholders are subject to a 180-day lock-up, restricting sale or transfer of shares without prior consent of Goldman Sachs & Co. LLC.

The IPO structure and terms reflect a focus on long-term capital formation and growth, with flexibility for strategic investments and general corporate purposes.

Use of Proceeds: Growth-Driven Capital Deployment

AGI Inc intends to use the net proceeds from the IPO, estimated at approximately US\$ (amount and price to be finalized), for general corporate purposes.

• This includes potential investments in businesses, products, services, or technologies.
• No specific debt repayment or large-scale deleveraging is prioritized.
• There are no current agreements or commitments for material acquisitions or investments.
• Pursuing a flexible, growth-driven capital allocation strategy, the company will invest proceeds in short-term, investment-grade, interest-bearing instruments and U.S. government securities until deployed.

This approach signals an aggressive stance on expansion and innovation, with management retaining discretion on capital use in response to evolving market opportunities.

Deal Parties & Offer Structure

The IPO is backed by a consortium of global investment banks and local leaders, ensuring robust execution and market reach.

• Global Coordinators: Goldman Sachs & Co. LLC, Morgan Stanley, Citigroup
• Joint Bookrunners: Bradesco BBI, BTG Pactual, Itaú BBA, Santander, SOCIETE GENERALE, XP Investments
• Co-Manager: Oppenheimer & Co.
• Stabilization/Greenshoe: Underwriters have an option to purchase additional shares within 30 days to cover over-allotments, supporting price stability post-listing.

The scale and reputation of the underwriter group suggest strong placement capability and aftermarket support, which is favorable for first-day performance.

Company Overview: Business Model, Revenue Streams, and Market Position

AGI Inc operates as a Cayman Islands exempted company with principal operations in Brazil, offering a diversified suite of financial services.

• Core Revenue Streams: Interest income from lending, commissions and banking fees, gains on financial assets at fair value, complemented by nascent asset management initiatives.
• Key Products/Services: Digital banking and lending solutions, with plans to expand into asset management.
• Customer Segments: Predominantly low- to middle-income Brazilians, leveraging digital channels and strategic branding to drive acquisition and engagement.
• Geographic Focus: Headquarters in Campinas, SP, Brazil, with a focus on the domestic market.
• Industry Position: The company leverages proprietary technology to serve a large, underbanked population, with a business model built on cost efficiency and customer-centric service.

Financial Health: Multi-Period Performance

AGI Inc demonstrates sustained growth in interest income, net interest margin, and operating income, despite rising costs and credit provisions.

The company’s balance sheet is characterized by strong interest income and a proactive approach to provisioning for credit risk, reflecting a disciplined risk management culture.

Market Position and Competitive Advantages

AGI Inc leverages a unique business model tailored to Brazil’s dynamic financial sector, combining digital efficiency with local market expertise.

• Significant portion of revenues from agreements with Brazil’s INSS (National Institute of Social Security), providing stable cash flows but also concentration risk.
• Strong brand presence through targeted social media and community engagement.
• Competitive positioning enhanced by cost-effective technology and a focus on underbanked demographics.
• Market share, rankings, and peer comparisons are not quantified in the prospectus.

Management Team

AGI Inc is led by founder and controlling shareholder Mr. Marciano Testa, who will hold all outstanding Class B common shares post-IPO, maintaining majority voting power. Detailed biographies and experience are not provided, but the governance structure includes a board of directors, an audit committee, and a code of ethics.

Trends, Timing & Market Environment

AGI Inc’s IPO is timed to capture accelerating digitization, expanding financial inclusion, and rising demand for banking innovation in Brazil.

• The company’s prospectus highlights strong sector growth, driven by underbanked populations and technology adoption.
• Economic indicators point to a competitive landscape but significant untapped opportunity.
• AGI Inc’s focus on efficient technology, customer satisfaction (as measured by Net Promoter Score), and product innovation positions it to benefit from these trends.

The IPO is expected to list on the NYSE shortly after the effective date, with the exact listing date to be confirmed.

Key Risk Factors

Investors should weigh the following principal risks, all of which are quantified or described in detail:

• Customer Concentration: High dependence on agreements with the INSS; loss, suspension, or termination could significantly impact financials.
• Regulatory and Legal Risk: Exposure to evolving banking, anti-corruption, and anti-trust regulations in Brazil; compliance and governance systems are still being enhanced to meet public company standards.
• Operational Risk: Business is subject to risks related to rapid scaling, including technology, personnel, and integration challenges.
• Market and Liquidity Risk: No existing trading market for shares; price may be volatile post-listing based on market conditions and supply from pre-IPO shareholders post lock-up.
• Ownership Concentration: Founder will retain majority voting power; Class B shares carry preemptive rights, which may affect capital raising flexibility.
• Other Risks: Asset management expansion is unproven; future success depends on customer engagement and product reliability; marketing missteps could impact brand and customer acquisition.

Ownership & Lock-Ups

AGI Inc’s ownership structure is tightly controlled post-IPO:

• Mr. Marciano Testa will own all outstanding Class B common shares, representing over 50% of voting power.
• Directors, executive officers, and 5%+ shareholders will together hold a significant proportion of outstanding shares.
• Lock-up agreements restrict share disposals for 180 days post-listing, with exceptions for acquisitions, mergers, or joint ventures.

This control structure enables long-term strategic focus but limits public shareholders’ influence on governance.

Growth Strategy

AGI Inc’s growth strategy is centered on product and geographic expansion, M&A, and technology investment:

• Asset management business launch to complement existing banking operations.
• Potential for M&A to accelerate scale, subject to regulatory review and integration risk.
• Ongoing investments in technology, digital platforms, and marketing to drive customer acquisition.
• Use of IPO proceeds for general corporate purposes, technology, and potential deals.

The company’s flexible approach allows rapid response to market opportunities, but execution risk remains, especially in new business lines.

Valuation and Peer Comparison

The prospectus does not disclose peer company symbols, P/E, P/B, EV/EBITDA, or other valuation metrics for direct comparison. As such, no peer table is shown.

Investor Participation & Book Quality

Details on anchor or institutional allocations, subscription levels, or oversubscription rates are not provided. The breadth of the underwriter group and the structure of the greenshoe suggest an aim for broad market participation and aftermarket support. There is no indication of pre-listing disposals by early or major shareholders, aside from shares offered by selling shareholders in the IPO.

Listing Outlook

Based strictly on the prospectus, AGI Inc’s IPO is positioned for a robust debut, supported by:

• Strong growth in key financial metrics and an expanding market opportunity.
• High-quality underwriter syndicate and a greenshoe option for post-listing stability.
• Controlled company status ensuring strategic continuity, though limiting minority influence.
• Risks concentrated around regulatory compliance, customer concentration, and execution of new ventures.

First-day trading is likely to be active and supported, with volatility possible due to the absence of a prior trading market and a concentrated shareholder base. The offer appears attractive for growth-oriented investors with a tolerance for emerging market financial sector risks.

Prospectus Access

For full details and updates, the prospectus and related filings can be obtained at: sec.gov/Archives/edgar/data/2081206/000175392626000110/g085053_f1.htm