AGIL AgileThought Inc

Item 1.01. Entry Into a Material Definitive Agreement

AgileThought, Inc. (the “Company”), AN Global LLC (“AN Global”), a subsidiary of the Company, as borrower and certain subsidiaries of the Company as guarantors are parties to a Financing Agreement, dated as of May 27, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Blue Torch Financing Agreement”), with the financial institutions party thereto as lenders (the “Blue Torch Lenders”) and Blue Torch Finance LLC (“Blue Torch”), as collateral agent and administrative agent for the Blue Torch Lenders.

On February 27, 2023, AN Global entered into a letter agreement (the “Letter Agreement”) with Blue Torch and the Blue Torch Lenders party to the Letter Agreement (the “Required Blue Torch Lenders”). Pursuant to the Letter Agreement, AN Global requested that Blue Torch and the Blue Torch Lenders agreed to permit AN Global to make a payment to Exitus Capital, S.A.P.I. de C.V. (“Exitus”) on February 27, 2023 in the amount of $1.0 million pursuant to the Simple Loan Facility Agreement (Contrato de Apertura de Crédito Simple), dated July 26, 2021, by and among AgileThought Digital Solutions, S.A.P.I. de C.V., Exitus, SOFOM, E.N.R. and the Company (the “Exitus Payment”). The Proposed Amendments will include waivers for certain covenant breaches and events of default, the reset of certain financial covenants and the agreement by the Company to make certain payments to Blue Torch in 2023.

Blue Torch and the Required Blue Torch Lenders agreed to waive the event of default arising solely from the Exitus Payment subject to the following:

If all of the requirements set forth in the immediately preceding paragraph are timely satisfied, the Exitus Payment will be deemed to have been a permitted payment under the Blue Torch Financing Agreement. If all of the requirements set forth in the immediately preceding paragraph are not timely satisfied, such failure will constitute an event of default under the Blue Torch Financing Agreement, and any agreement in the Letter Agreement or otherwise by Blue Torch or the Blue Torch Lenders to permit the Exitus Payment will be null and void ab initio.

Subsequent to entry into the Letter Agreement, the Company and Blue Torch extended the Execution Deadline to March 3, 2023. The parties executed the Proposed Amendments on March 3, 2023. The Company will file a separate Current Report on Form 8-K to disclose the material terms of the Proposed Amendments.

The foregoing description of the Letter Agreement does not constitute a complete summary of the Letter Agreement and is qualified by reference in its entirety to the full text of the Letter Agreement to be filed as an exhibit to the Company’s next periodic report.