Prospectus Supplement No. 20
(To Prospectus dated September 27, 2021)
Filed pursuant to Rule 424(b)(3)
Registration No. 333-259514
This prospectus supplement updates, amends and supplements the prospectus dated September 27, 2021 (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 August 23, 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 August 22, 2023, the closing price of our Class A Common Stock was $0.21 per share and the closing price of our public warrants was $0.02 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 14 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 August 23, 2023
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2023
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation or organization)||(Commission File Number)||(I.R.S. Employer Identification No.)|
222 W. Las Colinas Blvd. Suite 1650E, Irving, Texas
|(Address of Principal Executive Offices)|
(Registrant's telephone number, including area 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:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Class A Common Stock, $0.0001 par value per share||AGIL|
NASDAQ Capital Market
|Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share||AGILW|
NASDAQ Capital Market
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.
As previously disclosed, AgileThought, Inc. (the “Company”) and the other Financing Agreement Loan Parties (as defined below) have defaulted under that certain Financing Agreement, dated as of May 27, 2022 (as amended prior to August 18, 2023, the “Financing Agreement”), by and among the Company, AN Global LLC, as borrower (the “Borrower”), the subsidiaries of the Company party thereto, as guarantors (together with the Company and the Borrower, collectively, the “Financing Agreement Loan Parties”), the lenders from time to time party thereto (the “1L Lenders”), and Blue Torch Finance LLC, as administrative agent and collateral agent for the 1L Lenders (the “1L Agent”), for which it previously sought forbearance. Such forbearance is no longer in effect.
On August 18, 2023, the Company and the other Financing Agreement Loan Parties entered into an amendment to the Financing Agreement (the “August 18, 2023 Amendment”) pursuant to which the 1L Agent and 1L Lenders agreed to provide an additional term loan in the amount of $10,598,775. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Financing Agreement, as amended by the August 18, 2023 Amendment.
In connection with the August 18, 2023 Amendment, (i) the Borrower paid to the 1L Agent, for the benefit of the 1L Lenders, an amendment fee in the amount of $529,938.75, which amount was paid in kind by capitalizing such fee and adding such amount to the outstanding principal amount under the Financing Agreement, and (ii) among other amendments to the Financing Agreement, providing for the inclusion of an exit fee in the amount of $423,951 to the Applicable Premium in the event of an Applicable Premium Trigger Event.
The foregoing description of the August 18, 2023 Amendment and the Financing Agreement as amended thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the August 18, 2023 Amendment, a copy of which is being filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|Exhibit Number||Exhibit Description|
Amendment No. 7 to the Blue Torch Financing Agreement, dated August 18, 2023, by and
between AgileThought, Inc., and AN Global LLC, the financial institutions party thereto
as lenders, and Blue Torch Finance LLC as administrative agent and collateral agent.
|104||Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.|
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: August 23, 2023
|/s/ Carolyne Cesar|
Chief Finance Officer