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): June 1528, 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 3.0201 ~~Unregistered~~Notice ~~Sales~~ of ~~Equity~~Delisting ~~Securities~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

AsOn ~~previously~~June ~~disclosed~~28, 2023, AgileThought, Inc. (the “"Company”") ~~entered~~received ~~into~~a ~~that~~deficiency ~~certain~~letter ~~Credit Agreement, dated as of November 22, 2021~~ (~~as amended to date,~~ the “~~Credit~~Bid ~~Agreement~~Price Notice”), byfrom ~~and among~~ the ~~Company~~Listing ~~and~~Qualifications ~~the~~Department ~~other loan parties thereto,~~ (the ~~lenders~~“Staff”) ~~therein,~~of ~~GLAS~~The ~~AMERICAS~~Nasdaq ~~LLC,~~Stock asMarket ~~collateral~~(“Nasdaq”) ~~agent,~~notifying ~~and~~the ~~GLAS~~Company ~~USA LLC~~that, asfor ~~administrative agent. Under~~ the ~~terms~~last of30 ~~the~~consecutive ~~Credit~~business ~~Agreement~~days, ~~all~~the ~~loans~~closing ~~and~~bid ~~other~~price ~~obligations~~for ~~due~~the toCompany’s ~~any~~Class ~~Tranche~~A ~~B-1~~Common ~~Lender~~Stock, ~~and~~$0.0001 ~~Tranche~~par ~~B-2~~value ~~Lender~~per ~~thereunder~~share ~~automatically converted into common stock of~~ (the ~~Company~~“Common ~~on June 15~~Stock”), ~~2023~~had atclosed abelow ~~conversion~~the ~~price equal to~~ $41.6400 per share~~. As~~ aminimum ~~result~~bid ~~thereof,~~price onrequirement ~~June~~for ~~15,~~continued ~~2023,~~inclusion on the ~~Company~~Nasdaq ~~issued~~Capital ~~861,941~~Market ~~shares~~pursuant ~~of Common Stock~~ to ~~the~~Nasdaq ~~Tranche~~Listing ~~B-1~~Rule ~~Lenders~~5550(a)(2) ~~under~~ (the ~~Credit~~“Bid ~~Agreement~~Price ~~and~~Requirement”). ~~1,301,471~~The ~~shares~~Nasdaq ofListing ~~Common~~Rules ~~Stock~~require tolisted ~~the~~securities ~~Tranche~~to ~~B-2~~maintain ~~Lenders~~a ~~under~~minimum ~~the~~bid ~~Credit Agreement, each at a~~ price of $41.6400 per share inand, abased ~~transaction~~upon ~~exempt~~the ~~from~~closing ~~registration~~bid ~~pursuant~~price tofor ~~Section~~the ~~4(a)(2)~~last of30 consecutive business days, the ~~Securities~~Company ~~Act.~~no longer meets this requirement.

The Bid Price Notice states that the Company is eligible for 180 calendar days in which to regain compliance. If at any time during this period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Staff will provide the Company with a written confirmation of compliance and the matter will be closed.

If the Company does not regain compliance with the Bid Price Requirement by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would need to meet, as of the Compliance Date, the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on the Nasdaq Capital Market (except the bid price requirement) based on the Company's most recent public filings and market information and notify Nasdaq of its intent to cure this deficiency.

Should the Staff conclude that the Company will not be able to cure the deficiency, or should the Company determine not to notify the Staff of its intention to cure the deficiency, the Staff will provide written notification to the Company that the Common Stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Listing Qualifications Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to the Panel, such appeal would be successful.

The Company intends to monitor the closing bid price of the Common Stock and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement, which may include seeking to effect a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Requirement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Exhibit Description
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: ~~June~~July 205, 2023


			AGILETHOUGHT, INC.

			By:			/s/ Amit Singh
						Amit Singh
						Chief Financial Officer

Filing Compare · AgileThought, Inc.