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Prospectus Supplement No. 19 (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 2, 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 1, 2023, the closing price of our Class A Common Stock was $0.87 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 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 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): July 27, 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:
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| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
AgileThought, Inc. (the “Company”) has announced that on July 28, 2023, Amit Singh resigned as the Company’s Chief Financial Officer, which resignation was effective July 28, 2023. Mr. Singh resigned to pursue other career interests.
The Company also has announced that, effective immediately, the Company has promoted Carolyne Cesar, a seasoned executive with over 20 years of experience at the Company, as its new Chief Financial Officer. Ms. Cesar, age 55, most recently and for more than the last five years has been the Company’s VP of Corporate Finance, Corporate Controller and the senior most financial officer for the U.S. operations. The terms of Ms. Cesar’s compensation are $240,000 annual base salary and a target bonus of $96,000.
There are no arrangements or understandings between Ms. Cesar and any other person pursuant to which she was appointed as the Chief Financial Officer and Ms. Cesar does not have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Amit’s resignation and Ms. Cesar’s appointment is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01. Entry into a Material Definitive Agreement.
As previously disclosed, on January 26, 2023, AgileThought Digital Solutions, S.A.P.I. de C.V. (“AT Digital Solutions”), a subsidiary of AgileThought, Inc. (the “Company”), entered into a Third Amendment to the Simple Loan Facility Agreement (Contrato de Apertura de Crédito Simple) (the “Exitus Loan Facility”), by and among Exitus Capital, S.A.P.I. de C.V., as lender, AT Digital Solutions, as borrower, and Diego Hildebrando Zavala Gómez del Campo, as guarantor. Such Third Amendment extended the maturity date of the Exitus Loan Facility to July 27, 2023 (the “Exitus Facility Maturity Date”).
AT Digital Solutions failed to repay the remaining principal amount of the Exitus Loan Facility of U.S.$1,580,000.00 on the Exitus Facility Maturity Date, which failure has resulted in an event of default (under the cross-default provision) under each of the following secured credit facilities of the Company:
•that certain Financing Agreement, dated as of May 27, 2022 (as amended to date, the “1L Financing Agreement”), by and among the Company and the other loan parties thereto, the lenders party thereto, and Blue Torch Finance LLC, as administrative and collateral agent for such lenders, and
•that certain Credit Agreement, dated as of November 22, 2021 (as amended to date, the “2L Credit Agreement”, and together with the 1L Financing Agreement, collectively, the “Secured Credit Facilities”), by and among the Company and the other loan parties thereto, the lenders party thereto, GLAS Americas LLC, as collateral agent, and GLAS USA LLC, as administrative agent.
AT Digital Solutions did not repay such amount under the Exitus Loan Facility due to existing contractual restrictions in the Secured Credit Facilities and a related subordination agreement that prohibit payments by the Company and its subsidiaries in respect of subordinated debt, including the Exitus Loan Facility.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number | | Exhibit Description |
| 99.1 | | |
| 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: August 2, 2023
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| AGILETHOUGHT, INC. |
| | |
| By: | /s/ Manuel Senderos |
| | Manuel Senderos |
| | Chief Executive Officer |
AgileThought Announces Resignation of Chief Financial Officer and Appointment of New CFO
Irving, TX, August 2, 2023 (GLOBE NEWSWIRE) -- AgileThought, Inc. ("AgileThought" or the “Company”) (Nasdaq: AGIL), a leading technology consulting firm, today announced that its Chief Financial Officer, Amit Singh, has resigned from his position, effective July 28, 2023, to pursue other career interests. The company thanks Amit for his valuable contributions during his tenure and wishes him the best in his future endeavors.
Simultaneously, AgileThought is pleased to announce the appointment of Carolyne Cesar, a seasoned executive with over 20 years of experience at AgileThought, as the new Chief Financial Officer, effective immediately. Carolyne has been an integral part of the company's growth journey and has consistently demonstrated exceptional commitment and versatility throughout her various roles within the organization.
"Carolyne's extensive knowledge of AgileThought's financial landscape, combined with her remarkable leadership abilities, makes her the ideal candidate to take on the role of CFO," said Manuel Senderos, Chief Executive Officer of AgileThought. "Her deep understanding of our company's values, vision, and operations positions us confidently for future success and continued growth."
During her tenure at AgileThought, Carolyne has consistently displayed a strong dedication to driving financial excellence, contributing significantly to the company's financial strategies, and ensuring operational efficiencies across the organization. Her unwavering commitment to AgileThought's mission has earned her recognition among colleagues and peers.
Carolyne commented, "I am deeply honored and excited to take on this new responsibility as CFO. AgileThought is a company I have been proud to call home for more than two decades, and I look forward to continuing to work with our exceptional team to deliver value to our clients and stakeholders."
About AgileThought, Inc. AgileThought is a leading technology consulting firm that transforms businesses by creating innovative solutions to drive growth and enhance efficiency. With a diverse portfolio of clients across various industries, AgileThought provides cutting-edge expertise in software development, digital transformation, and custom IT solutions. The company is renowned for its ability to deliver exceptional results that align with clients' goals and drive long-term success.
For more information about AgileThought, please visit www.agilethought.com.
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