Filing Details

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*
(Amendment No. 1)

AGILETHOUGHT, INC.
(Name of Issuer)

Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)

00857F100
(CUSIP Number)

Gerardo Benitez

Paseo de la Reforma 115 25th floor

Lomas de Chapultepec, Miguel Hidalgo

Mexico City, Mexico 11000

+52 55 5283 5450

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 22, 2021
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

*          The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 6 of the Schedule 13D is hereby amended and supplemented by the following:

On November 22, 2021, the Issuer entered into a new Second Lien Facility (the “New Second Lien Facility”) by and among the Issuer, AgileThought Mexico, S.A. DE C.V., AN Global LLC and other subsidiaries of the Issuer as loan parties, entities affiliated with the Trusts and other lenders identified therein, GLAS USA LLC, as administrative agent, and GLAS AMERICAS LLC, as collateral agent. The New Second Lien Facility is secured by a second lien on substantially all of the Issuer's assets and provides for a term loan facility in an initial aggregate principal amount of approximately $20.1 million, accruing interest at a rate per annum equal to approximately 11%. The Second Lien Facility has an original maturity date of March 15, 2023. If the Credit Facility of the Issuer with Monroe Capital Management Advisors, LLC (the “Senior Credit Facility”) remains outstanding on December 15, 2022, the maturity date of the New Second Lien Facility will be extended to May 10, 2024.

Each lender under the Second Lien Facility has the right, but not the obligation, to convert all or any portion of its outstanding loans into Class A Common Stock of the Issuer on or after December 15, 2022 or earlier, upon request of the Issuer or after the closing time of the first underwritten public offering of Class A Common Stock of the Issuer following the closing of the New Second Lien Facility, at a conversion price equal to the closing price of one share of our Class A Common Stock on the trading day immediately prior to the conversion date. The Issuer will enter into a registration rights agreement with respect to the resale of any shares of Class A Common Stock issued pursuant to conversion of the loans. Unless the Issuer receives shareholder approval pursuant to applicable Nasdaq rules, the amounts outstanding under the New Second Lien Facility will only convert into up to 2,098,545 shares of the Issuer's Class A Common Stock (approximately 5% of the Issuer's currently outstanding shares) and will only convert at a price per share equal to the then-current market value.

As of the date hereof, under the New Second Lien Facility, Trust 1 has loaned the Issuer an aggregate of MXN$120,000,000 and Trust 2 has loaned the Issuer an aggregate of US$3,000,000.

The foregoing description of the New Second Lien Facility does not purport to be complete and is subject to, and qualified in its entirety by, reference to the New Second Lien Facility, a copy of which was attached as Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 30, 2021, and is incorporated herein by reference.