Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 14, 2023

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AgileThought, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	001-39157	87-2302509
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

222 W. Las Colinas Blvd. Suite 1650E,

 Irving, Texas 75039

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: [phone]

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:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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		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. ☐

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Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

As previously disclosed, AgileThought, Inc., a Delaware corporation (the “Company”), and certain of its direct and indirect subsidiaries filed voluntary petitions (the “Chapter 11 Filing”) under title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. in the U.S. Bankruptcy Court for the District of Delaware.

 

On November 14, 2023, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that as a result of the Chapter 11 Filing, a review of publicly available information, and in accordance with Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq has determined that the Company’s Class A Common Stock and Warrants to purchase such stock will be delisted from The Nasdaq Stock Market. Trading of those securities will be suspended at the opening of business on November 24, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove those securities from listing and registration on The Nasdaq Stock Market.

In such notice Nasdaq stated that its determination was based on the following factors:

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the Chapter 11 Filing and the associated public interest concerns raised thereby;

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concerns regarding the residual equity interest of the existing listed securities holders; and

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additional concerns about the Company’s ability to sustain compliance with all requirements for continued listing on The Nasdaq Stock Market, in light of the Company’s current non-compliance with (i) Listing Rule 5550(a)(2), which sets forth the minimum bid price requirement for continued listing on the Nasdaq Capital Market, and (ii) Listing Rule 5250(c)(1) as a result of the Company’s delinquent Quarterly Report on Form 10-Q for the period ended September 30, 2023. These two deficiencies were noted as additional and separate bases for delisting.

The Company does not intend to appeal Nasdaq’s determination to delist the Company’s securities.

The Company cautions that trading in the Company’s common stock and warrants to purchase common stock during the pendency of the Filing is highly speculative and poses substantial risks. Trading prices for the Company’s common stock and warrants to purchase common stock bear little or no relationship to the actual recovery, if any, by holders of the Company’s common stock in the Chapter 11 case.

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SIGNATURES

 

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.

 

	AgileThought, Inc.
November 20, 2023	By:	/s/ Carolyne Cesar
		Name:	Carolyne Cesar
		Title:	Chief Financial Officer

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Document and Entity Information	Nov. 14, 2023
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 14, 2023
Entity File Number	001-39157
Entity Registrant Name	AgileThought, Inc.
Entity Central Index Key	0001790625
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-2302509
Entity Address, Address Line One	222 W. Las Colinas Blvd.
Entity Address, Address Line Two	Suite 1650E
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	971
Local Phone Number	501-1140
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Class A [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	AGIL
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	AGILW
Security Exchange Name	NASDAQ

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