AGI Inc-A美股招股说明书(2026-02-11版)

AGI Inc (incorporated in the Cayman Islands) This is an initial public offering of ClassA common shares of AGI Inc, or Agibank. We are offering 20,000,000 ClassA common shares. Following this offering, we will have two classes of common shares, Class A common shares and Class B common shares. The rights of the holders of Class Acommon shares and Class B common shares will be identical, except that (1) holders of Class B common shares are entitled to 10 votes per share, whereasholders of Class A common shares are entitled to one vote per share; (2) holders of Class B common shares have certain conversion rights; (3) holders of Class Bcommon shares are entitled to preemptive rights in the event that additional Class A common shares are issued in order to maintain their proportionalownership interest; and (4) Class B common shares will not be listed on any stock exchange and will not be publicly traded. Immediately following thecompletion of this offering, all Class B common shares will be beneficially owned by Mr. Marciano Testa, our founding and controlling shareholder, and such ClassB common shares will represent approximately 94.5% of the voting power, and 63.3% of the outstanding share capital, after this offering, assuming no exercise ofthe underwriters’ option to purchase additional Class A common shares. For further information, see “Description of Share Capital.” We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, may elect to comply with certainreduced public company reporting requirements. In addition, following this offering, we will be a “controlled company” within the meaning of the corporategovernance rules of the NYSE and as such plan to rely on available exemptions from certain NYSE corporate governance requirements. Following this offering, we will be a “controlled company” within the meaning of the corporate governance rules of the NYSE and as such plan to rely onavailable exemptions from certain NYSE corporate governance requirements. Investing in our Class A common shares involves risks. See “Risk Factors” beginning on page 37 of this prospectus. (1)See “Underwriting” for a description of the compensation payable to the underwriters. (2)Assumes no exercise of the underwriters’ option to purchase additional Class A common shares. The underwriters may also exercise their option for a period of 30 days from the date of this prospectus to purchase up to 3,000,000 additional Class Acommon shares from us at the initial public offering price, less underwriting discounts and commissions. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the Class A common shares against payment in New York, New York on or about February 12, 2026. Presentation of Financial and Other InformationSpecial Note Regarding Forward-Looking StatementsProspectus SummaryThe OfferingSummary Consolidated Financial and Other DataRisk FactorsUse of ProceedsDividends and Dividend PolicyCapitalizationDilutionManagement’s Discussion and Analysis of Financial Condition and Results of OperationsRegulatory OverviewBusinessSelected Statistical InformationManagementRelated Party TransactionsPrincipal ShareholdersDescription of Share CapitalClass A Common Shares Eligible for Future SaleTaxationUnderwritingExpenses of the OfferingLegal MattersExpertsEnforceability of Civil LiabilitiesWhere You Can Find More InformationExplanatory Note to the Financial StatementsIndex to Consolidated Financial Statements Neither we nor any of the underwriters have taken any action that would permit a public offering of our Class A common shares or possession ordistribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus mustinform themselves about, and observe any restrictions relating to, the offering of our Class A common shares and the distribution of this prospectus outside theUnited States and in their jurisdiction (including Brazil). However, we may make offers and sales outside the United States in circumstances that do not constitutea public offer or distribution under applicable laws and regulations. Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “Agibank,” “Agi,” the “Company,” the “Issuer,” “we,” “our,”“ours,” “us” or similar terms refer to (i) prior to the Share Contribution (as defined below), Agi Financial Holding S.A., or Agibank Brazil, and its consolidatedsubsidiaries, and (ii) following the Share Contribution, AGI Inc, together with its consolidated subsidiaries. We own or have rights to trademarks, service marks and trade names that we use