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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): November 18, 2022
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
On November 18, 2022, AgileThought, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with entities affiliated with Credit Suisse, as the Tranche A lenders (the “CS Lenders”) under the Company’s Second Lien Facility. The Letter Agreement changes the conversion price at which the CS Lenders may convert their outstanding loans, interest and fees into the Company’s Class A Common Stock to the closing price of one share of our Class A Common Stock on the trading day immediately prior to the conversion date, subject to a floor price of $4.64 per share. The conversion price was previously set at $4.64 per share. The Letter Agreement does not change any of the other terms and conditions of the Second Lien Facility.
The foregoing description of the Letter Agreement does not constitute a complete summary of such agreement and is qualified by reference in its entirety to the full text of the Letter Agreement filed herewith.
Item 7.01 Regulation FD Disclosure.
The Company expects that the change in the conversion price effected by the Letter Agreement will result in a decrease in loss on debt extinguishment and an increase to the gain on the change in fair value for embedded derivative liabilities for the three months ended December 31, 2022. The loss on debt extinguishment was $11.7 million and $17.9 million for the three and nine months ended September 30, 2022, respectively and the gain on the change in fair value of embedded derivative liabilities was $2.9 million for the three and nine months ended September 30, 2022. The exact amount of these effects are subject to the completion of a valuation regarding the conversion feature of the outstanding obligations due to the CS Lenders.
Item 9.01. Financial Statements and Exhibits
(d) Exhibit(s).
| | | | | | | | |
| Exhibit Number | | Exhibit Description |
| 10.1 | | Letter Agreement, dated November 18, 2022, between the Company and Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, Division Fiduciaria, Como Fiduciario del Fideicomiso Irrevocable F/17937-8, a trust organized under the laws of Mexico and Banco Nacional de Mexico, S.A., Member of Grupo Financiero Banamex, Division Fiduciaria, in its capacity as trustee of the Trust No. F/17938-6, a trust organized under the laws of Mexico |
| 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: November 22, 2022
| | | | | | | | |
| AGILETHOUGHT, INC. |
| | |
| By: | /s/ Amit Singh |
| | Amit Singh |
| | Chief Financial Officer |
AGILETHOUGHT, INC.
November 18, 2022
BANCO NACIONAL DE MÉXICO, S.A.,
INTEGRANTE DEL GRUPO FINANCIERO BANAMEX,
DIVISIÓN FIDUCIARIA,
COMO FIDUCIARIO DEL FIDEICOMISO IRREVOCABLE F/17937-8
BANCO NACIONAL DE MÉXICO, S.A.,
MEMBER OF GRUPO FINANCIERO BANAMEX,
DIVISIÓN FIDUCIARIA,
IN ITS CAPACITY AS TRUSTEE OF THE TRUST NO. F/17938-6
Re: Applicable Price
Ladies and Gentlemen:
Reference is made to that that certain Credit Agreement, dated as of November 22, 2021 (as amended the “Credit Agreement”), by and among AGILETHOUGHT, INC., a Delaware corporation (“Ultimate Holdings”) and AGILETHOUGHT MEXICO, S.A. DE C.V., a sociedad anónima de capital variable incorporated and existing under the laws of Mexico (“AgileThought Mexico” and together with Ultimate Holdings, each a “Borrower” and collectively, the “Borrowers”), AN GLOBAL LLC, a Delaware limited liability company (“Intermediate Holdings”, and together with Ultimate Holdings, the “Holding Companies”), the other Loan Parties party hereto, the lenders party hereto (together with their respective successors and assigns, the “Lenders”), GLAS USA LLC, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), and GLAS AMERICAS LLC, as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent,” and together with the Administrative Agent, the “Agents” and each, an “Agent”), pursuant to which BANCO NACIONAL DE MÉXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, DIVISIÓN FIDUCIARIA, COMO FIDUCIARIO DEL FIDEICOMISO IRREVOCABLE F/17937-8 a trust organized under the laws of Mexico and BANCO NACIONAL DE MÉXICO, S.A., MEMBER OF GRUPO FINANCIERO BANAMEX, DIVISIÓN FIDUCIARIA, IN ITS CAPACITY AS TRUSTEE OF THE TRUST NO. F/17938-6 a trust organized under the laws of Mexico are the Tranche A-1 Lender and Tranche A-2 Lender, respectively. Capitalized terms not defined herein shall have the meaning set forth in the Agreement.
1.Change to definition of “Applicable Price.” Pursuant the definition of “Applicable Price” in Section 18.13 of the Credit Agreement, a Converting Lender and Ultimate Holdings may agree in writing to use any Applicable Price with respect to any Conversion by such Converting Lender, subject to compliance with any Requirement of Law, including the rules and regulations of the Applicable Exchange. In consideration of the matters set forth in the Credit Agreement and the covenants and provisions herein set forth, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
a.With respect to any Conversion by the undersigned Lenders, if and when such Lender becomes a Converting Lender, the undersigned agrees that the definition of “Applicable Price” in Section 18.13 of the Credit Agreement is hereby deleted with respect to the undersigned Lenders and replaced with the following:
“Applicable Price” means, with respect to an Applicable Conversion Date, the consolidated closing bid price of one share of Common Stock as of 4:00 p.m., New York City time, on the Trading Day immediately preceding the Applicable Conversion Date, as provided by the Nasdaq representative for Ultimate Holdings at the Nasdaq Market
Intelligence Desk (or such similar definition of the Applicable Exchange), subject to a floor of U.S.$4.64; and provided further that notwithstanding anything to the contrary, a Converting Lender and Ultimate Holdings may agree in writing to use any Applicable Price with respect to any Conversion by such Converting Lender, subject to compliance with any Requirement of Law, including the rules and regulations of the Applicable Exchange. Following any Merger Event pursuant to which the Outstanding Obligations become convertible into Reference Property, the Applicable Price will be with respect to one unit of Reference Property.
b.Nothing contained herein shall be deemed to be an election by the undersigned Lenders to convert all or any portion of the Outstanding Obligations due to such Lender into Conversion Payment Shares.
2.Relationship to Credit Agreement. On and after the date of this Letter Agreement, each reference in the Credit Agreement to “this Credit Agreement,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Credit Agreement as modified by this Letter Agreement. The Credit Agreement, as amended by this Letter Agreement, shall remain in full force and effect and is hereby ratified and confirmed.
3.Governing Law. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.
4.Execution in Counterparts. This Letter Agreement may be executed in counterparts, each of which for all purposes shall be deemed an original, and all of which collectively constitute one agreement. Any signature delivered by facsimile or email transmission shall be deemed to be an original signature hereto.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
AGILETHOUGHT, INC.
By: /s/ Manuel Senderos
Name: Manuel Senderos
Title: Chairman & CEO
Agreed and accepted:
BANCO NACIONAL DE MÉXICO, S.A.,
INTEGRANTE DEL GRUPO FINANCIERO BANAMEX,
DIVISIÓN FIDUCIARIA,
COMO FIDUCIARIO DEL FIDEICOMISO IRREVOCABLE F/17937-8
By: /s/ Manuel Ramos
Name: Manuel Ramos
Title: Attorney in fact
By: /s/ Andres Borrego
Name: Andres Borrego
Title: Attorney in fact
BANCO NACIONAL DE MÉXICO, S.A.,
MEMBER OF GRUPO FINANCIERO BANAMEX,
DIVISIÓN FIDUCIARIA,
IN ITS CAPACITY AS TRUSTEE OF THE TRUST NO. F/17938-6
By: /s/ Manuel Ramos
Name: Manuel Ramos
Title: Attorney in fact
By: /s/ Andres Borrego
Name: Andres Borrego
Title: Attorney in fact
[Signature page to Letter Agreement]
