Filed Pursuant to Rule 424(b)(3)
Registration No. 333-269841
PROSPECTUS
Up to 2,016,129 shares of Class A Common
Stock
This prospectus relates to the resale of up to 2,016,129 shares of
Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of AgileThought, Inc. (the “Company”,
“us” or “we”) which may be offered by MC Agent, LLC (“MC Agent” or the “Selling Securityholder”)
from time to time. The shares were issued pursuant to the equity issuance agreement, dated December 28, 2021, between the Company and
Monroe Capital Management Advisors, LLC (“Monroe”) (as amended, the “Equity Issuance Agreement”), and the amended
and restated credit agreement, dated as of July 18, 2019, by and among the Company, certain subsidiaries of the Company, the financial
institutions party thereto as lenders and Monroe, as administrative agent (as amended, the “First Lien Credit Facility”).
The shares of Class A Common Stock were subsequently transferred by Monroe to MC Agent.
We do not expect to receive
any cash proceeds from the sales of shares of our Class A Common Stock by MC Agent; however, the terms of the Equity Issuance Agreement
require MC Agent to apply 100% of the net proceeds from the sale of the shares to the Outstanding Fees (as defined below) owed by the
Company under the First Lien Credit Facility. In addition, if MC Agent’s net proceeds from sales of the shares exceed the Outstanding
Fees owed by the Company under the First Lien Credit Facility, MC Agent shall remit such excess cash proceeds to the Company. Upon payment
in full of the Outstanding Fees in cash by us or through sales of the shares by MC Agent, MC Agent shall return any of the unsold shares
to us. At December 31, 2022, fees payable by us on or before May 25, 2023 totaled approximately $3.45 million (the “Outstanding
Fees”). See “Selling Securityholder” for a description of the Equity Issuance Agreement and for additional information
regarding Monroe and MC Agent.
MC Agent may be deemed to
be an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the
“Securities Act”). MC Agent may offer the shares directly or through agents or to or through underwriters or dealers.
The shares may be offered and sold through public or private transactions at market prices prevailing at the time of sale, at a fixed
price or fixed prices, at negotiated prices, at various prices determined at the time of sale or at prices related to prevailing market
prices. The registration of the offering of the shares hereunder does not mean that MC Agent will actually offer or sell all 2,016,129
shares of Class A Common Stock. See “Plan of Distribution” for more information about how MC Agent may sell the shares
of Class A Common Stock being offered pursuant to this prospectus.
Our Class A Common Stock is
listed on the Nasdaq Capital Market under the symbol “AGIL.” On February 28, 2023, the Company had 50,032,843 shares issued
and outstanding and the last reported sale price of our Class A Common Stock was $4.30 per share.
Except for discounts, selling
commissions and stock transfer taxes applicable to the sale of the shares of our Class A Common Stock, we will pay the expenses incurred
in registering the shares, including legal and accounting fees. See “Plan of Distribution.”
Investing in our securities
involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors”
on page 5 of this prospectus and under similar headings in any applicable prospectus supplement, any free writing prospectuses we have
authorized for use in connection with a specific offering and in the documents incorporated by reference herein and therein.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this
prospectus is February 28, 2023
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, using the “shelf”
registration process. Under this process, the Selling Securityholder may from time to time, in one or more offerings, sell the shares
of Class A Common Stock described in this prospectus.
Neither
we nor the Selling Securityholder have authorized anyone to provide you with any information or to make any representations other than
those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of
us or to which we have referred you. Neither we nor the Selling Securityholder take responsibility for, or provide any assurance as to
the reliability of, any other information that others may give you. Neither we nor the Selling Securityholder will make an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted.
The information contained
in this prospectus, any applicable prospectus supplement, any related free writing prospectus, and the documents incorporated by reference
herein and therein, are accurate only as of their respective dates, regardless of the time of delivery of this prospectus, any applicable
prospectus supplement or any related free writing prospectus, or any sale of a security. We urge you to read carefully this prospectus
(as supplemented and amended), together with the information incorporated herein by reference as described under the heading “Incorporation
of Certain Information by Reference” before deciding whether to invest in any of the Class A Common Stock being offered.
This prospectus contains summaries
of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete
information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to
herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus
is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More
Information.”
Unless
the context indicates otherwise, references in this prospectus to the “Company,” “AgileThought,” “we,”
“us,” “our” and similar terms refer to AgileThought, Inc., a Delaware corporation.
SUMMARY
This
summary highlights information contained elsewhere in this prospectus or incorporated by reference herein and does not contain all of
the information that you should consider in making your investment decision. Before investing in our securities, you should carefully
read this entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing
in our securities discussed under the heading “Risk Factors” herein and under similar headings in the applicable prospectus
supplement, any related free writing prospectus and the documents incorporated by reference herein and therein. You should also carefully
read the information incorporated by reference in this prospectus, including our financial statements, and the exhibits to the registration
statement of which this prospectus is a part.
Business Overview
Our mission is to fundamentally
change the way people and organizations view, approach and achieve digital transformation. We help our clients transform their businesses
by innovating, building, continually improving and running new technology solutions at scale. Our services enable our clients to more
effectively leverage technology, optimize cost, grow, and compete.
We combine our agile-first
approach with expertise in next-generation technologies to help our clients overcome the challenges of digital transformation to innovate,
build, run and continually improve solutions at scale using DevOps tools and methodologies. We offer client-centric, onshore and nearshore
digital transformation services that include consulting, design and user experience, custom enterprise application development, DevOps,
cloud computing, mobile, data management, advanced analytics and automation expertise. Our professionals have direct industry operating
expertise that allows them to understand the business context and the technology pain points that enterprises encounter. We leverage this
expertise to create customized frameworks and solutions throughout clients’ digital transformation journeys. We invest in understanding
the specific needs and requirements of our clients and tailor our services for them. We believe our personalized, hands-on approach allows
us to demonstrate our differentiated capabilities and build trust and confidence with new clients and strengthen relationships with current
ones, which enables a trusted client advisor relationship. By leveraging our AgileThought Scaled Framework and our industry expertise,
we rapidly and predictably deliver enterprise-level software solutions at scale. Our deep expertise in next-generation technologies facilitates
our ability to provide enterprise-class capabilities in key areas of digital transformation.
History of the Company
We offer client-centric, onshore
and nearshore agile-first digital transformation services that help our clients transform by building, improving and running new solutions
at scale. Our services enable our clients to leverage technology more effectively to focus on better business outcomes. From consulting
to application development and cloud services to data management and automation, we strive to create a transparent, collaborative, and
responsive experience for our clients.
Prior to our incorporation
in Delaware, we were a variable stock corporation organized under the laws of Mexico. We filed a Certificate of Domestication and a Certificate
of Incorporation to become a Delaware corporation in February 2019 and changed our name to AN Global Inc. On October 23, 2019, we filed
a Certificate of Amendment to our Certificate of Incorporation to change our name to AgileThought, Inc.
Since our inception, we have
added a variety of services, acquired several businesses and expanded our operations throughout North America:
| ● | 2000: Founded in Mexico. |
| ● | 2015 – 2016: Partnered with Nexxus, completed five acquisitions and established capabilities in
digital transformation, cloud solutions, advanced analytics and digital marketing. Also launched digital transformation services. |
| ● | 2017:
Partnered with Credit Suisse, completed three acquisitions and established capabilities in
ecommerce. |
| ● | 2018:
Acquired 4th Source, expanded U.S. footprint and enhanced presence with clients from the
healthcare industry. |
| ● | 2019:
Acquired AgileThought, LLC, expanded U.S. footprint, enhanced delivery capabilities
and presence with large clients within the professional services industry, relocated global
headquarters to Dallas, Texas and changed name to AgileThought, Inc. |
On August 23, 2021 (“Closing
Date”), LIV Capital Acquisition Corp. (“LIVK”), a special purpose acquisition company, and AgileThought, Inc. (“Legacy
AgileThought”) consummated the transactions contemplated by the definitive agreement and plan of merger (“Merger Agreement”),
dated May 9, 2021 (“Business Combination”). Pursuant to the terms of the Merger Agreement, Legacy AgileThought merged with
and into LIVK, whereupon the separate corporate existence of Legacy AgileThought ceased, with LIVK surviving such merger (the “Surviving
Company”). On the Closing Date, the Surviving Company changed its name to AgileThought, Inc., under which we operate today.
Emerging Growth Company Status
We are an “emerging
growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). As an emerging growth company,
we are exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote
on executive compensation, to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median
of the annual total compensation of all of our employees and to disclose information reflecting
the relationship between executive compensation actually paid by us and our financial performance, each as required by the Investor
Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth
companies, and any such election to not take advantage of the extended transition period is irrevocable.
Our
predecessor (LIV Capital Acquisition Corp.) elected to avail itself of the extended transition period, and following the
consummation of the Business Combination, we remain an emerging growth company and are taking advantage of the benefits of the
extended transition period that emerging growth company status permits. During the extended transition period, it may be difficult
or impossible to compare our financial results with the financial results of another public company that complies with public
company effective dates for accounting standard updates because of the potential differences in accounting standards used.
We will remain an emerging
growth company under the JOBS Act until the earliest of (a) December 31, 2024, (b) the last date of our fiscal year in which
we have a total annual gross revenue of at least $1.07 billion, (c) the date on which we are deemed to be a “large accelerated
filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or
(d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous
three years.
Risks Associated with our Business
Our business is subject to
numerous risks, as described under the heading “Risk Factors” and under similar headings in the applicable prospectus
supplement, any related free writing prospectus and the documents incorporated by reference herein and therein.
Corporate Information
Our principal executive offices
are located at 222 W. Las Colinas Blvd. Suite 1650E, Irving, Texas 75039, and our telephone number is (971) 501-1440. Our corporate
website address is www.agilethought.com. Information contained on or accessible through our website is not a part of this
prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.
“AgileThought”
and our other registered and common law trade names, trademarks and service marks are property of AgileThought, Inc. This prospectus contains,
and any applicable prospectus supplement, any related free writing prospectus and the documents incorporated by reference herein and therein
may contain, additional trade names, trademarks and service marks of others, which are the property of their respective owners. Solely
for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols.
The Offering
| Class A Common Stock offered by the Selling Securityholder |
|
Up to 2,016,129 shares that the
Selling Securityholder may sell from time to time after the date of this prospectus. |
| |
|
|
| Class A Common Stock outstanding |
|
50,032,843 shares as of February 28, 2023*. |
| |
|
|
| Use of proceeds |
|
We do not expect to receive any cash proceeds from the sales of shares
of our Class A Common Stock by MC Agent; however, the terms of the Equity Issuance Agreement require MC Agent to apply 100% of the net
proceeds from the sale of the shares to the Outstanding Fees owed by us under the First Lien Credit Facility. In addition, if MC Agent’s
net proceeds from sales of the shares exceed the Outstanding Fees owed by us under the First Lien Credit Facility, MC Agent shall remit
such excess cash proceeds to us. Upon payment in full of the Outstanding Fees in cash by us or through sales of the shares by MC Agent,
MC Agent shall return any of the unsold shares to us. At December 31, 2022, Outstanding Fees payable by us on or before May 25, 2023 totaled
approximately $3.45 million. See “Selling Securityholder” for a description of the Equity Issuance Agreement.
|
| |
|
|
| Market for Class A Common Stock |
|
Our Class A Common Stock is currently traded on The Nasdaq Capital Market under the symbol “AGIL.” |
| |
|
|
| Risk factors |
|
This investment involves a high degree of risk. Before investing in our securities, you should carefully read and consider the information set forth in “Risk Factors” beginning on page 5. |
| * |
The number of shares of our Class A Common Stock outstanding
excludes (1) shares reserved for issuance upon settlement of restricted stock units outstanding, (2) shares reserved for future grant
or issuance under our 2021 Equity Incentive Plan, (3) shares issuable upon the exercise of outstanding public and private warrants, (4)
shares issuable upon conversion of our second lien facility with Nexxus Capital and Credit Suisse (both of which are existing shareholders
and have representation on our board of directors), Manuel Senderos, Chief Executive Officer and Chairman of the Board of Directors,
and Kevin Johnston, Chief Operating Officer and (5) shares issuable upon the exercise of the First Lien Warrants (as defined herein). |
For additional information concerning the offering, see “Plan
of Distribution.”
Risk
Factors
Investing
in our Class A Common Stock involves a high degree of risk. You should carefully consider the risks and uncertainties in the documents
incorporated by reference into this prospectus (including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form
10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC) and in any accompanying prospectus supplement and
any related free writing prospectus, together with other information contained and incorporated by reference in the foregoing. The risks
and uncertainties described in these documents are not the only ones we face. Additional risks and uncertainties not presently known
to us or that we currently believe to be immaterial may also adversely affect our business. If any of the events or developments described
in these documents were to occur, our business, prospects, operating results and financial condition could suffer materially, the trading
price of our Class A Common Stock could decline, and you could lose all or part of your investment. Please also read carefully the section
below entitled “Cautionary Note Regarding Forward-Looking Statements.”
The following additional risk relates to the sale of shares of Class
A Common Stock hereunder by MC Agent:
Sales of shares by MC Agent may affect
the price of our Class A Common Stock and make it more difficult for us to raise additional equity capital.
Subject to the terms and conditions of the Equity Issuance Agreement,
up to 2,016,129 shares registered hereunder may be sold by MC Agent to apply 100% of the net proceeds from the sale of the shares to the
Outstanding Fees owed by the Company under the First Lien Credit Facility. At December 31, 2022, fees payable by us on or before May 25,
2023 totaled approximately $3.45 million (the “Outstanding Fees”). If MC Agent’s net proceeds from sales of the shares
exceed the Outstanding Fees owed by us under the First Lien Credit Facility, MC Agent shall remit such excess cash proceeds to us. In
addition, upon payment in full of the Outstanding Fees in cash by us or through sales of the shares by MC Agent, MC Agent shall return
any of the unsold shares to us. The sale by MC Agent of a substantial number of shares of our Class A Common Stock in the public market
could occur at any time from the date of effectiveness of the registration statement of which this prospectus forms a part and until the
total Outstanding Fees are paid in full. These sales, or the perception in the market that MC Agent intends to sell shares, could reduce
the market price of our Class A Common Stock, or cause the market for our Class A Common Stock to be highly volatile. MC Agent may ultimately
sell all, some or none of the shares of Class A Common Stock registered in this prospectus. If MC Agent sells a substantial number of
shares of our Class A Common Stock, or if investors expect that MC Agent will do so, the actual sales of shares or the expectation that
MC Agent may sell shares may make it more difficult for us to sell equity or equity-related securities in the future at a time and at
a price that we might otherwise wish to effect such sales.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, the applicable prospectus supplement and any free writing prospectus, including the documents we incorporate by reference
herein and therein, contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements
on our current expectations and projections about future events. All statements, other than statements
of present or historical fact included in this prospectus, our future financial performance, strategy, future operations, future operating
results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements.
Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such
as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “will,” “would” or the negative of such terms or other similar expressions.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our
actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements.. We caution you that these forward-looking statements
are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.
Forward-looking
statements contained in this prospectus, the applicable prospectus supplement and any free writing prospectus, including the documents
we incorporate by reference herein and therein include, but are not limited to, statements regarding:
| ● | the
financial and business performance of the Company; |
| ● | our
ability to repay and/or continue to service our indebtedness; |
| ● | our
future capital requirements and sources and uses of cash; |
| ● | our
ability to obtain funding for our future operations; |
| ● | our
business, expansion plans and opportunities; |
| ● | changes
in our strategy, future operations, financial position, estimated revenues and losses, projected
costs, prospects and plans; |
| ● | our
ability to develop, maintain and expand client relationships, including relationships with
our largest clients; |
| ● | changes
in domestic and foreign business, market, financial, political, regulatory and legal conditions; |
| ● | our
ability to recognize the anticipated benefits of the business combination, which may be affected
by, among other things, competition and our ability to grow and manage growth profitably; |
| ● | costs
related to the business combination; |
| ● | our
ability to successfully identify and integrate any future acquisitions; |
| ● | our
ability to attract and retain highly skilled information technology professionals; |
| ● | our
ability to maintain favorable pricing, utilization rates and productivity levels for our
information technology professionals and their services; |
| ● | our
ability to innovate successfully and maintain our relationships with key vendors; |
| ● | our
ability to provide our services without security breaches and comply with changing regulatory,
legislative and industry standard developments regarding privacy and data security matters; |
| ● | our
ability to operate effectively in multiple jurisdictions in Latin America and in the United
States in the different business, market, financial, political, legal and regulatory conditions
in the different markets; |
| ● | developments
and projections relating to our competitors and industry; |
| ● | the
impact of health epidemics, including the COVID-19 pandemic, on our business and the actions
we may take in response thereto; |
| ● | expectations
regarding the time during which we will be an emerging growth company under the Jumpstart
Our Business Startups Act of 2012, as amended; |
| ● | changes
in applicable laws or regulations; |
| ● | the
outcome of any known and unknown litigation or legal proceedings and regulatory proceedings
involving us; and |
| ● | our
ability to maintain the listing of our securities. |
We
caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus, the applicable prospectus
supplement and any free writing prospectus, including the documents we incorporate by reference herein and therein. The forward-looking
statements made in these documents relate only to events as of the date on which the statements are made. We may not actually achieve
the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking
statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
USE
OF PROCEEDS
This prospectus relates to
shares of our Class A Common Stock that may be offered and sold from time to time by MC Agent.
We do not expect to receive
any cash proceeds from the sales of shares of our Class A Common Stock by MC Agent in this offering; however, the terms of the Equity
Issuance Agreement require MC Agent to apply 100% of the net proceeds from the sale of the shares to the Outstanding Fees owed by us under
the First Lien Credit Facility. If MC Agent’s net proceeds from sales of the shares of Class A Common Stock exceed the Outstanding
Fees owed by us under the First Lien Credit Facility, MC Agent shall remit such excess cash proceeds to us. In addition, upon payment
in full of the Outstanding Fees in cash by us or through sales of the shares by MC Agent, MC Agent shall return any of the unsold shares
to us. At December 31, 2022, Outstanding Fees payable by us on or before May 25, 2023 totaled approximately $3.45 million.
See
“Selling Securityholder” for a description of the Equity Issuance Agreement.
DETERMINATION
OF OFFERING PRICE
We
cannot currently determine the price or prices at which shares of our Class A Common Stock may be sold by the Selling Securityholder
under this prospectus.
SELLING
SECURITYHOLDER
This prospectus relates to
sales by MC Agent, the Selling Securityholder, of up to 2,016,129 of shares of our Class A Common Stock issued pursuant to the Equity
Issuance Agreement. We are filing the registration statement of which this prospectus forms a part pursuant to the provisions of the registration
rights agreement, dated December 28, 2021, between us and Monroe (the “Registration Rights Agreement”), in which we agreed
to provide certain registration rights with respect to sales of the shares of our Class A Common Stock covered by this prospectus. We
currently have no other agreements, arrangements or understandings with the Selling Securityholder regarding the sale of any of the shares,
other than the Selling Securityholder’s agreement under the Equity Issuance Agreement to return to us any of the shares that have
not been sold upon repayment of the Outstanding Fees owed by us under the First Lien Credit Facility and remit excess cash proceeds to
us to the extent the net proceeds from sales of the shares by the Selling Securityholder exceed the Outstanding Fees. See “The
Equity Issuance Agreement,” below.
The following table presents information regarding the Selling Securityholder
and the shares that it may offer and sell from time to time under this prospectus. The table is prepared based on information supplied
to us by the Selling Securityholder, and reflects its holdings as of February 28, 2023. The applicable
percentage ownership of Class A Common Stock is based on 50,032,843 shares of Class A Common
Stock outstanding as of February 28, 2023. We have determined beneficial ownership in accordance with the rules of the SEC.
The
number of shares beneficially owned after this offering assumes the sale of all of the shares offered by the Selling Securityholder pursuant
to this prospectus. However, because the Selling Securityholder may sell all or some of their shares under this prospectus from time
to time, or in another permitted manner, we cannot assure you as to the actual number of shares that will be sold by the Selling Securityholder.
We do not know how long the Selling Securityholder will hold the shares before selling them. See “Plan of Distribution.”
Shares
of Class A Common Stock issuable upon the exercise of the First Lien Warrant (as defined below) are not included in the table below and
are not being offered under this prospectus.
| |
|
Shares Beneficially
Owned
Prior to Offering |
|
|
Maximum
Number of
Shares to be
Sold
Pursuant to
this
|
|
|
Shares
Beneficially
Owned
After Offering |
|
| Name of Selling Securityholder |
|
Number |
|
|
Percent |
|
|
Prospectus |
|
|
Number |
|
|
Percent |
|
| MC Agent, LLC(1) |
|
|
2,016,129 |
|
|
4.0 |
% |
|
|
2,016,129 |
|
|
|
0 |
|
|
|
0.00 |
% |
| (1) |
All investment decisions over the shares of Class A Common Stock held
by MC Agent are made by unanimous vote of Monroe’s investment committee which is comprised of ten members, and no single member
has any ability to make any such decisions unilaterally. Such investment committee members expressly disclaim beneficial ownership of
all shares held by MC Agent. The address of MC Agent is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. MC Agent is not a
licensed broker dealer or an affiliate of a licensed broker dealer. |
The
Equity Issuance Agreement
In 2018, we entered into the
First Lien Credit Facility pursuant to which Monroe served as the administrative agent to the lenders and the lead arranger. In connection
with certain amendments to the First Lien Credit Facility, we (1) issued to Monroe, in its capacity as the agent for the lenders, 4,439,333
shares of Class A Common Stock on December 29, 2021 pursuant to the Equity Issuance Agreement (the “First Lien Shares”) and
(2) will issue to Monroe or any one or more lender(s) under the First Lien Credit Facility a warrant to purchase shares of Class A Common
Stock (the “First Lien Warrant”) upon the earlier of repayment of the Outstanding Fees owed by us under the First Lien Credit
Facility and August 29, 2023. The number of shares of Class A Common Stock underlying the First
Lien Warrant will equal $7.0 million divided by the average closing price per share of our Class A Common Stock on The Nasdaq Capital
Market for the 20 consecutive trading days preceding the warrant issuance date. The First Lien Warrant, when issued, shall be immediately
exercisable at $0.0001 per share and shall have a term of five years. Upon issuance of the First
Lien Warrant, we will be required to file a registration statement with respect to the resale of the shares underlying the First Lien
Warrant.
On May 27, 2022, we refinanced
the First Lien Credit Facility and repaid approximately $40.2 million of outstanding principal, interest, and a portion of the fees owed
on the First Lien Credit Facility. In addition, we and Monroe entered into an amendment to the Equity Issuance Agreement pursuant
to which Monroe returned 2,423,204 First Lien Shares to us and retained 2,016,129 First Lien Shares as security for the unpaid Outstanding
Fees. Monroe transferred the First Lien Shares and assigned all of its rights, duties and obligations under the Equity Issuance Agreement
and the Registration Rights Agreement to MC Agent on February 14, 2023. Pursuant to the terms of the amended Equity Issuance Agreement,
MC Agent may sell the remaining First Lien Shares and apply 100% of the net proceeds to the Outstanding Fees owed by us under the First
Lien Credit Facility. If MC Agent’s net proceeds from sales of the First Lien Shares exceed the Outstanding Fees owed by us, MC
Agent shall remit such excess cash proceeds to us. In addition, upon payment in full of the Outstanding Fees in cash by us or through
sales of the First Lien Shares by MC Agent, MC Agent shall return any of the unsold First Lien Shares to us.
At December 31, 2022, Outstanding
Fees payable by us on or before May 25, 2023 totaled approximately $3.45 million.
Neither Monroe, MC Agent nor
any of their respective affiliates has held a position or office, or had any other material relationship, with us or any of our predecessors
or affiliates, other than Monroe’s role as administrative agent to the lenders and lead arrangers under the First Lien Credit Facility.
Monroe made an independent investment decision to enter into the First Lien Credit Facility, Equity Issuance Agreement and Registration
Rights Agreement.
DESCRIPTION
OF CLASS A COMMON STOCK
The
following description of our Class A Common Stock and certain provisions of our amended and restated certificate of incorporation (the
“charter”) and bylaws (the “bylaws”), are summaries and are qualified in their entirety by reference to the full
text of the charter and bylaws, copies of which have been filed with the SEC, and applicable provisions of the General Corporation Law
of the State of Delaware (the “DGCL”).
General
Our
charter authorizes the issuance of 220,000,000 shares of capital stock, consisting of (x) 210,000,000 shares of Class A Common Stock,
par value $0.0001 per share, and (y) 10,000,000 shares of our preferred stock, par value $0.0001 per share.
As of February 28, 2023, there
were 50,032,843 shares of our Class A Common Stock outstanding and no shares of preferred stock outstanding.
Class
A Common Stock
Listing
Our
Class A Common Stock is listed on The Nasdaq Capital Market under the symbol “AGIL.”
Voting
Rights
Each
holder of the shares of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held of record by such holder
on all matters properly submitted to the stockholders for their vote; provided, however, that except as otherwise required by applicable
law, holders of Class A Common Stock shall not be entitled to vote on any amendment to the proposed charter that relates solely to the
terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or
together as a class with the holders of one or more other such series, to vote thereon pursuant to applicable law or the proposed charter
(including any certificate of designation filed with respect to any one or more series of preferred stock). The holders of the shares
of Class A Common Stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by stockholders
must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all stockholders
present in person or represented by proxy, voting together as a single class.
Dividend
Rights
Subject
to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A Common Stock are entitled
to receive ratably such dividends, if any, as may be declared from time to time by our board of directors of out of funds legally available
therefor.
Rights
upon Liquidation, Dissolution and Winding-Up
In
the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of the shares of Class A
Common Stock are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to prior
distribution rights of preferred stock or any class or series of stock having a preference over the shares of Class A Common Stock, then
outstanding, if any.
Preemptive
or Other Rights
The
holders of shares of Class A Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption
or sinking fund provisions applicable to the shares of Class A Common Stock.
Dividends
We
have not paid any cash dividends on our Class A Common Stock to date. The payment of cash dividends in the future will be dependent upon
our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends is within
the discretion of our board of directors. In addition, our board of directors is not currently contemplating and does not anticipate
declaring any share dividends in the foreseeable future.
Certain
Anti-Takeover Provisions of Delaware Law, Our Charter and Our Bylaws
We
are a corporation incorporated under the laws of the State of Delaware, subject to the provisions of Section 203 of the DGCL, which we
refer to as “Section 203,” regulating corporate takeovers.
Section
203 prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:
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a stockholder
who owns fifteen percent or more of our outstanding voting stock (otherwise known as an “interested stockholder”); |
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an affiliate
of an interested stockholder; or |
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an associate
of an interested stockholder, for three years following the date that the stockholder became an interested stockholder. |
A
“business combination” includes a merger or sale of more than ten percent of our assets.
However,
the above provisions of Section 203 do not apply if:
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our board
of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the
transaction; |
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after
the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at
least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common
stock; or |
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on or
subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting
of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not
owned by the interested stockholder. |
Our
charter, our bylaws and the DGCL contain provisions that could have the effect of rendering more difficult, delaying, or preventing an
acquisition deemed undesirable by our board of directors. These provisions could also make it difficult for stockholders to take certain
actions, including electing directors who are not nominated by the members of our board of directors or taking other corporate actions,
including effecting changes in our management. For instance, our charter does not provide for cumulative voting in the election of directors
and provides for a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change
the membership of a majority of our board of directors. Our board of directors are empowered to elect a director to fill a vacancy created
by the expansion of the board of directors or the resignation, death, or removal of a director in certain circumstances; and our advance
notice provisions in our bylaws require that stockholders must comply with certain procedures in order to nominate candidates to our
board of directors or to propose matters to be acted upon at a stockholders’ meeting.
Our
authorized but unissued common stock and preferred stock will be available for future issuances without stockholder approval and could
be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit
plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage
an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Charter
and Bylaws
Among
other things, our charter and our bylaws:
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do not
provide for cumulative voting in the election of directors; |
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provides
for the exclusive right of the board of directors to elect a director to fill a vacancy created by the expansion of the board of
directors or the resignation, death, or removal of a director by stockholders; |
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permits
the board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of
those shares, including preferences and voting rights, without stockholder approval; |
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prohibits
stockholder action by written consent; |
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requires
that a special meeting of stockholders may be called only by the chairperson of the board of directors, the chief executive officer
or the board of directors; |
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limits
the liability of, and providing indemnification to, our directors and officers; |
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controls
the procedures for the conduct and scheduling of stockholder meetings; |
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provides
for a classified board, in which the members of the board of directors are divided into three classes to serve for a period of three
years from the date of their respective appointment or election; |
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grants
the ability to remove directors with cause by the affirmative vote of 66 2⁄3% in voting power of the then outstanding shares
of capital stock of the Company entitled to vote at an election of directors; |
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requires
the affirmative vote of at least 66 2⁄3% of the voting power of the outstanding shares of our capital stock entitled to vote
generally in the election of directors, voting together as a single class, to amend the bylaws or Articles V, VI, VII and VIII of
the charter; and |
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provides
for advance notice procedures that stockholders must comply with in order to nominate candidates to the board of directors or to
propose matters to be acted upon at a stockholders’ meeting. |
The
combination of these provisions will make it more difficult for our existing stockholders to replace our board of directors as well as
for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and
discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change
in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred
stock with voting or other rights or preferences that could impede the success of any attempt to change our control.
These
provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies
and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability
to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect
of discouraging others from making tender offers for our shares of Class A Common Stock and may have the effect of delaying changes in
our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our Class A Common
Stock.
Our
charter provides that the Court of Chancery of the State of Delaware will be the exclusive forum for actions or proceedings brought under
Delaware statutory or common law: (1) any derivative claim or cause of action brought on behalf of the Company; (B) any claim or cause
of action for breach of a fiduciary duty owed by any current or former director, officer or other employee of the Company, to the Company
or the Company’s stockholders; (C) any claim or cause of action against the Company or any current or former director, officer
or other employee of the Company, arising out of or pursuant to any provision of the DGCL, the charter or the bylaws of the Company (as
each may be amended from time to time); (D) any claim or cause of action seeking to interpret, apply, enforce or determine the validity
of the charter or the bylaws of the Company (as each may be amended from time to time, including any right, obligation, or remedy thereunder);
(E) any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and (F)
any claim or cause of action against the Company or any current or former director, officer or other employee of the Company, governed
by the internal-affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction
over the indispensable parties named as defendants. Our charter further provides that the federal district courts of the United States
of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act or Exchange
Act.
Section
27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the
Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision of our charter will not apply to suits
brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Although
we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits
to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may
have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived
our compliance with federal securities laws and the rules and regulations thereunder and therefore bring a claim in another appropriate
forum. Additionally, we cannot be certain that a court will decide that this provision is either applicable or enforceable, and if a
court were to find the choice of forum provision contained in our charter to be inapplicable or unenforceable in an action, we may incur
additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial
condition.
Transfer
Agent
The
transfer agent for Class A Common Stock is Continental Stock Transfer & Trust Company.
PLAN
OF DISTRIBUTION
We
are registering the resale by MC Agent from time to time of up to 2,016,129 shares of Class A Common Stock.
MC
Agent will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made
on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related
to the then current market price or in negotiated transactions. MC Agent may sell the shares by one or more of, or a combination of, the
following methods:
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purchases
by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
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ordinary
brokerage transactions and transactions in which the broker solicits purchasers; |
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block
trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; |
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an over-the-counter
distribution in accordance with the rules of The Nasdaq Stock Market; |
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through trading plans entered into by MC Agent pursuant to Rule 10b5-1
under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement
hereto that provide for periodic sales of the shares on the basis of parameters described in such trading plans; |
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distribution to employees, members, limited partners or stockholders
of MC Agent; |
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through
the writing or settlement of options or other hedging transaction, whether through an options exchange or otherwise; |
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by pledge
to secured debts and other obligations; |
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delayed
delivery arrangements; |
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to or
through underwriters or broker-dealers; |
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in “at
the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time
of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or
sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
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in privately
negotiated transactions; |
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in options
transactions; |
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through
a combination of any of the above methods of sale; or |
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any other
method permitted pursuant to applicable law. |
In
addition, any securities that qualify for sale pursuant to Rule 144 or another exemption from registration under the Securities Act or
other such exemption may be sold under Rule 144 rather than pursuant to this prospectus.
We
do not expect to receive any cash proceeds from the sales of shares of our Class A Common Stock by MC Agent; however, the terms of the
Equity Issuance Agreement require MC Agent to apply 100% of the net proceeds from the sale of the shares to the Outstanding Fees (as defined
herein) owed by us under the First Lien Credit Facility. In addition, if MC Agent’s net proceeds from sales of the shares exceed
the Outstanding Fees owed by us under the First Lien Credit Facility, MC Agent shall remit such excess cash proceeds to us. Upon payment
in full of the Outstanding Fees in cash by us or through sales of the shares by MC Agent, MC Agent shall return any of the unsold shares
to us. See “Selling Securityholder” for a description of the Equity Issuance Agreement and for additional information
regarding Monroe and MC Agent. The aggregate net proceeds to MC Agent will be the purchase price
of the securities less any discounts, selling commissions and stock transfer taxes borne by MC Agent.
MC
Agent has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of the Class A Common Stock
that it holds pursuant to the Equity Issuance Agreement. Such sales will be made at prices and at terms then prevailing or at prices related
to the then current market price. MC Agent and any broker-dealers or agents that are involved in selling the shares may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received
by such broker-dealers or agents may be deemed to be underwriting commissions or discounts under the Securities Act. MC Agent has informed
the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute
the common stock.
In
effecting sales, broker-dealers or agents engaged by MC Agent may arrange for other broker-dealers to participate. Brokers, dealers, underwriters
or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or
concessions from MC Agent and/or purchasers of the Class A Common Stock for whom the broker-dealers may act as agent. Neither we nor MC
Agent can presently estimate the amount of compensation that any agent will receive.
In
order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale
in the state or an exemption from the state’s registration or qualification requirement is available and complied with.
Other
than as described above, we know of no existing arrangements between MC Agent or any other stockholder, broker, dealer, underwriter or
agent relating to the sale or distribution of the shares offered by this prospectus. At the time a particular offer of shares is made,
a prospectus supplement, if required, will be distributed that will set forth the names of any agents, underwriters or dealers and any
compensation from MC Agent, and any other required information.
We
have advised MC Agent that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation
M precludes the Selling Securityholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution
from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered
by this prospectus.
Except
for discounts, selling commissions and stock transfer taxes applicable to the sale of the shares of our Class A Common Stock, we will
pay the expenses incurred in registering the shares, including legal and accounting fees.
We
have agreed to indemnify MC Agent and certain other persons against certain liabilities in connection with the offering of shares of Class
A Common Stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute
amounts required to be paid in respect of such liabilities. MC Agent has agreed to indemnify us against liabilities under the Securities
Act that may arise from certain written information furnished to us by MC Agent specifically for use in this prospectus or, if such indemnity
is unavailable, to contribute amounts required to be paid in respect of such liabilities.
This
offering will terminate upon the date that all shares offered by this prospectus have been sold by MC Agent or upon return of any remaining
shares after payment in full of the Outstanding Fees.
LEGAL MATTERS
The validity of any securities
offered by this prospectus will be passed upon for us by Mayer Brown LLP.
EXPERTS
The consolidated financial
statements of AgileThought, Inc. as of December 31, 2021 and 2020, and for each of the years then ended, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated
by reference herein, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND
MORE INFORMATION
This prospectus is part of
a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration
statement and the exhibits to the registration statement. For further information with respect to the Company and the securities the Selling
Securityholder is offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a
part of the registration statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different
information. Neither we nor the Selling Securityholder are making an offer of these securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this
prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.
We are subject to the information
reporting requirements of the Exchange Act, and we file reports, proxy statements and other information with the SEC. These reports, proxy
statements and other information will be available for review at the SEC’s website at www.sec.gov. We also maintain a website at
www.AgileThought.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically
filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus.
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with it, which means that we can disclose important information to you by referring you to
those documents instead of having to repeat the information in this prospectus. The information incorporated by reference is considered
to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below and any future filings (including those made after the initial filing of the registration
statement of which this prospectus is a part and prior to the effectiveness of such registration statement) we will make with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until the termination of the offering of the shares covered by this prospectus
(other than information furnished under Item 2.02 or Item 7.01 of Form 8-K):
| ● | our Annual Report on Form 10-K for the year ended December
31, 2021 filed with the SEC on March 31, 2022; |
| ● | our Quarterly Reports on Form 10-Q filed with the SEC on May
13, 2022, August 12, 2022, and November 14, 2022; |
| ● | our Current Reports on Form 8-K filed with the SEC on January
11, 2022, March 28,
2022, May 2, 2022, May
23, 2022, June 3,
2022, November 22,
2022, and February 1, 2023; and |
| ● | the description of our Class A Common Stock, which is contained
in Exhibit 4.5 to our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 31, 2022. |
You can request a copy of
these filings, at no cost, by writing or telephoning us at the following address or telephone number:
AgileThought, Inc.
222 W. Las Colinas Blvd.
Suite 1650E
Irving, Texas 75039
Attn: Diana Abril
Chief Legal Officer
(971) 501-1440
This prospectus is part of
a registration statement we filed with the SEC. That registration statement and the exhibits filed along with the registration statement
contain more information about us and the shares in this offering. Because information about documents referred to in this prospectus
is not always complete, you should read the full documents which are filed as exhibits to the registration statement. You may read and
copy the full registration statement and its exhibits at the SEC’s website.
AgileThought (NASDAQ:AGIL)
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AgileThought (NASDAQ:AGIL)
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