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~~July 2817, 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 31.01. Entry ~~Notice~~into ~~of Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnAs ~~June~~previously 28disclosed, ~~2023,~~ AgileThought, Inc. (the "“Company"”) ~~received~~and ~~a deficiency letter (~~the ~~“Bid~~other ~~Price~~Financing ~~Notice”)~~Agreement ~~from~~Loan ~~the~~Parties ~~Listing~~(as ~~Qualifications~~defined ~~Department~~below) ~~(the~~have ~~“Staff”)~~defaulted ofunder ~~The~~that ~~Nasdaq~~certain ~~Stock~~Financing ~~Market~~Agreement, ~~(“Nasdaq”)~~dated ~~notifying~~as ~~the~~of ~~Company~~May ~~that~~27, ~~for~~2022 ~~the~~(as ~~last~~amended 30prior ~~consecutive~~to ~~business~~July ~~days~~17, 2023, the ~~closing~~“Financing ~~bid~~Agreement”), ~~price~~by ~~for~~and among the Company’s, ~~Class~~AN AGlobal ~~Common Stock~~LLC, ~~$0.0001~~as ~~par~~borrower ~~value per share~~ (the “~~Common Stock~~Borrower”), ~~had~~the ~~closed~~subsidiaries ~~below~~of the ~~$1.00~~Company ~~per~~party ~~share~~thereto, ~~minimum~~as ~~bid~~guarantors ~~price~~(together ~~requirement~~with ~~for~~the ~~continued~~Company ~~inclusion~~and on the ~~Nasdaq~~Borrower, ~~Capital~~collectively, ~~Market~~the ~~pursuant~~“Financing toAgreement ~~Nasdaq~~Loan ~~Listing Rule 5550(a~~Parties”)~~(2)~~, (the ~~“Bid~~lenders ~~Price~~from ~~Requirement”).~~time ~~The~~to ~~Nasdaq~~time ~~Listing~~party ~~Rules~~thereto ~~require~~(the ~~listed~~“1L ~~securities~~Lenders”), toand ~~maintain~~Blue aTorch ~~minimum~~Finance ~~bid~~LLC, ~~price~~as ofadministrative ~~$1.00~~agent ~~per share~~ and, ~~based~~collateral ~~upon~~agent for the ~~closing~~1L ~~bid~~Lenders ~~price~~(the “1L Agent”), for ~~the~~which ~~last~~it 30previously ~~consecutive~~sought ~~business~~forbearance. ~~days,~~Such ~~the~~forbearance ~~Company~~is no longer ~~meets~~in ~~this requirement~~effect.

~~The~~On ~~Bid~~July ~~Price~~17, ~~Notice~~2023, ~~states~~the ~~that~~Company and the ~~Company~~other isFinancing ~~eligible~~Agreement ~~for~~Loan ~~180~~Parties ~~calendar~~entered ~~days~~into inan amendment to the Financing Agreement (the “July 17, 2023 Amendment”) pursuant to which the 1L Agent and 1L Lenders agreed to ~~regain~~provide ~~compliance~~an additional term loan in the amount of $4,635,490. IfAll atcapitalized ~~any~~terms ~~time~~used ~~during~~and ~~this~~not ~~period~~otherwise defined herein shall have the ~~bid~~meanings ~~price~~ascribed ofto them in the ~~Company’s~~Financing ~~common~~Agreement ~~stock~~as ~~closes~~amended atby orthe ~~above~~July $117, 2023 Amendment.00 ~~per~~In ~~share~~connection with the July 17, 2023 Amendment, (i) the Borrower paid to the 1L Agent, for athe ~~minimum~~benefit of ~~ten~~the ~~consecutive~~1L ~~business days~~Lenders, an amendment fee in the ~~Staff~~amount ~~will~~of ~~provide~~$2,500,000, which amount was paid in kind by capitalizing such fee and adding such amount to the ~~Company~~outstanding ~~with~~principal aamount ~~written~~under ~~confirmation~~the ofFinancing ~~compliance~~Agreement, and (ii) among other amendments to the ~~matter~~Financing Agreement, the Borrower’s ability to select an interest rate based on Term SOFR to apply to the Loans has been eliminated, such that the interest rate applicable to all Loans under the Financing Agreement as so amended will be ~~closed~~the applicable Reference Rate (which is currently 8.25% per annum), plus the Applicable Margin (which is 8.0% per annum for Reference Rate loans), plus a 2% per annum Post-Default Rate margin.

IfThe ~~the~~foregoing ~~Company~~description ~~does~~of ~~not regain compliance with~~ the ~~Bid~~July ~~Price Requirement by the Compliance Date~~17, ~~the~~2023 ~~Company~~Amendment ~~may~~and ~~be eligible for an additional 180 calendar day compliance period. To qualify,~~ the ~~Company~~Financing ~~would~~Agreement ~~need to meet,~~ as ofamended ~~the~~thereby ~~Compliance~~does ~~Date,~~not ~~the~~purport ~~applicable~~to ~~market~~be ~~value~~complete ofand ~~publicly~~is ~~held~~subject ~~shares~~to ~~requirement for continued listing~~ and ~~all~~qualified ~~other~~in ~~applicable~~its ~~standards~~entirety ~~for~~by ~~initial~~reference ~~listing~~to on the ~~Nasdaq~~complete ~~Capital~~text ~~Market~~of ~~(except~~ the ~~bid~~July ~~price~~17, ~~requirement)~~2023 ~~based~~Amendment, ona ~~the~~copy ~~Company's~~of ~~most~~which ~~recent~~is ~~public~~being ~~filings~~filed ~~and~~herewith ~~market~~as ~~information~~Exhibit 10.1 and ~~notify~~is ~~Nasdaq~~incorporated ofherein ~~its~~by ~~intent to cure this deficiency~~reference.

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
10.1						Amendment No. 6 to Financing Agreement, dated as of July 17, 2023, by and among AgileThought, Inc., AN Global LLC, as borrower, the subsidiaries of AgileThought, Inc. party thereto as guarantors, the financial institutions party as lenders. and Blue Torch Finance LLC, as administrative agent and collateral agent.
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: July 521, 2023

AGILETHOUGHT, INC. By: /s/ ~~Amit~~Manuel ~~Singh~~Senderos ~~Amit~~Manuel ~~Singh~~Senderos Chief ~~Financial~~Executive Officer

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