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Prospectus Supplement No. 5
(To Prospectus dated May 12, 2022)
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Filed pursuant to Rule 424(b)(3)
Registration No. 333-259514
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This prospectus supplement updates, amends and supplements the
prospectus dated May 12, 2022 (the “Prospectus”), which forms a
part of our Registration Statement on Form S-1 (Registration No.
333-259514). Capitalized terms used in this prospectus supplement
and not otherwise defined herein have the meanings specified in the
Prospectus.
This prospectus supplement is being filed to update, amend and
supplement the information included in the Prospectus with the
information contained in our Current Report on Form 8-K filed with
the SEC on February 1, 2023, which is set forth below.
This prospectus supplement is not complete without the Prospectus.
This prospectus supplement should be read in conjunction with the
Prospectus, which is to be delivered with this prospectus
supplement, and is qualified by reference thereto, except to the
extent that the information in this prospectus supplement updates
or supersedes the information contained in the Prospectus. Please
keep this prospectus supplement with your Prospectus for future
reference.
On January 31, 2022, the closing price of our Class A Common Stock
was $4.31 per share and the closing price of our public warrants
was $0.48 per warrant.
Investing in our securities involves a high degree of risks. You
should review carefully the risks and uncertainties described in
the section titled “Risk Factors” beginning on page 7 of the
Prospectus, and under similar headings in any amendments or
supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities, or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus supplement is February 1,
2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): January 26,
2023
AgileThought, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-39157 |
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87-2302509 |
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(State or other jurisdiction of incorporation or
organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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222 W. Las Colinas Blvd. Suite 1650E, Irving, Texas
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(971) 501-1140
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75039 |
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(Address of Principal Executive Offices) |
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(Registrant's telephone number, including area code)
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(Zip Code) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A Common Stock, $0.0001 par value per share
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AGIL |
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NASDAQ Capital Market
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Warrants, each whole warrant exercisable for one share of Class A
Common Stock at an exercise price of $11.50 per share |
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AGILW |
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NASDAQ Capital Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01 Entry Into a Material Definitive Agreement
Effective January 26, 2023, AgileThought, Inc. (“AgileThought”)
entered into a
Third Amendment (the “Exitus Amendment”) to the Simple Loan
Facility Agreement (Contrato
de Apertura de Crédito Simple)
(the “Exitus Loan Facility”), by and among AgileThought Digital
Solutions, S.A.P.I. de C.V., Exitus Capital, S.A.P.I. de C.V.,
SOFOM, E.N.R. and AgileThought.
The Exitus Amendment extends the maturity date of the Exitus Loan
Facility from January 26, 2023 to July 26, 2023. In addition,
AgileThought paid approximately $1.12 million of the principal
amount of the facility on January 27, 2023, plus a fee of
approximately $434,000, and has agreed to pay approximately $1
million of the principal amount of the facility on February 27,
2023. The remaining principal of approximately $1.58 million will
be due and payable on the new maturity date of July 26,
2023.
AgileThought believes it has sufficient cash on hand to pay the
principal amount
and fees
due on February 27, 2023.
In addition AgileThought continuously evaluates alternatives to
improve its profitability and working capital
positions.
AgileThought’s failure to pay the amounts when due on the Exitus
Loan Facility or the Promissory Note (defined below) would
constitute an event of default under the terms of such agreements
and a cross-default under its
Financing Agreement by and among AgileThought, AN Global LLC,
certain subsidiaries of AgileThought, as guarantors, the financial
institutions party thereto as lenders, and Blue Torch Finance LLC,
as the administrative agent and collateral agent.
The foregoing description of the Exitus Amendment does not
constitute a complete summary of the Exitus Amendment and is
qualified by reference in its entirety to the full text of the
Exitus Amendment to be filed as an exhibit to AgileThought’s next
periodic report.
Item 3.02 Unregistered Sales of Equity Securities
The Exitus Amendment also contemplates the issuance of shares of
AgileThought’s Class A Common Stock with a value of
approximately
$5.2 million,
equal to approximately two times the current principal amount owing
by AgileThought under the Exitus Loan Facility. The shares are
intended to support AgileThought’s obligations under the Exitus
Loan Facility
as collateral
and will be issued on or before February 10, 2023.
In connection with the Promissory Note (defined below),
AgileThought also agreed to the issuance of shares of
AgileThought’s Class A Common Stock to AGS Group LLC (“AGS”) with a
value of approximately $1.8 million, equal to approximately two
times the current principal amount owing by AgileThought under the
Promissory Note. The shares are intended to support AgileThought’s
obligations under the Promissory Note as collateral and will be
issued on or before February 10, 2023.
The shares will be issued in a transaction exempt from registration
pursuant to Section 4(a)(2) of the Securities Act and will be
subject to a registration rights agreement to be entered into by
and among AgileThought, Exitus and AGS.
Item 8.01 Other Events
Effective January 31, 2023, AgileThought entered into a second
amended and restated subordinated promissory note (the “Promissory
Note”) with AGS. The Promissory Note extended the maturity date of
the obligations owing to AGS to March 31, 2023 and capitalized the
interest accrued to January 31, 2023. The principal amount and
accrued and unpaid interest equaled $885,200 on January 31, 2023.
Interest on the $885,200 is due and payable in arrears on the
extended maturity date of March 31, 2023 at 20 percent per annum
from January 31, 2023 to the extended maturity date calculated on
the actual number of days elapsed.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibit(s).
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Exhibit Number |
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Exhibit Description |
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104 |
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Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
Dated: February 1, 2023
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AGILETHOUGHT, INC.
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By:
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/s/ Amit Singh |
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Amit Singh
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Chief Financial Officer
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