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).
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