Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
May 22 2023 - 4:08PM
Edgar (US Regulatory)
| | | | | |
Prospectus Supplement No. 14 (To Prospectus dated May 12, 2022) | Filed pursuant to Rule 424(b)(3) Registration No. 333-259514 |
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 May 22, 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 May 19, 2023, the closing price of our Class A Common Stock was $0.83 per share and the closing price of our public warrants was $0.06 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 May 19, 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): May 19, 2023
AgileThought, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-39157 | | 87-2302509 |
| (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 | | (971) 501-1140 | | 75039 |
| (Address of Principal Executive Offices) | | (Registrant's telephone number, including area code) | | (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:
| | | | | | | | | | | | | | |
| 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”) has defaulted under that certain Financing Agreement, dated as of May 27, 2022 (as amended to date, the “Financing Agreement”), by and among the Company and the other loan parties thereto (collectively, the “Financing Agreement Loan Parties”), the lenders thereunder (the “1L Lenders”), and Blue Torch Finance LLC, as administrative and collateral agent for such lenders (the “1L Agent”), for which it sought forbearance.
On April 18, 2023, the Company and the other Financing Agreement Loan Parties entered into a forbearance agreement regarding the Financing Agreement, as first amended as of May 14, 2023 (the “Financing Forbearance Agreement”). Pursuant to the Financing Forbearance Agreement, the 1L Agent and the 1L Lenders agreed to forbear (the “Forbearance”) from accelerating their obligations and otherwise exercising any rights and remedies (other than certain limited remedies, such as continuing to accrue applicable default interest) under the Financing Agreement and the other Loan Documents (as defined in the Financing Agreement), originally until May 10, 2023, and as first amended until May 19, 2023, or earlier in the event of non-compliance with certain representations, covenants ant other requirements, all subject to the terms and conditions thereof.
On May 19, 2023, the Company and the other Financing Agreement Loan Parties entered into a Second Amendment to the Financing Forbearance Agreement pursuant to which the Forbearance was extended through May 26, 2023, or earlier in the event of non-compliance with certain representations, covenants and other requirements, all subject to the terms and conditions thereof.
The foregoing description of the Second Amendment to the Financing Forbearance Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text thereof, 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
(d) Exhibit(s).
| | | | | | | | |
| Exhibit Number | | Exhibit Description |
| 10.1 | | |
| 104 | | 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: May 22, 2023
| | | | | | | | |
| AGILETHOUGHT, INC. |
| | |
| By: | /s/ Amit Singh |
| | Amit Singh |
| | Chief Financial Officer |
AgileThought (NASDAQ:AGIL)
Historical Stock Chart
From Apr 2024 to May 2024
AgileThought (NASDAQ:AGIL)
Historical Stock Chart
From May 2023 to May 2024
