Basic Stats
| CIK | 1839412 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to QualTek Services Inc
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-267477 QUALTEK SERVICES INC. Additional Registrants Listed on Schedule A |
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| July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 001-40147 QUALTEK SERVICES INC. (Exact name of registrant as specified in i |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 14, 2023 QualTek Services Inc. |
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| July 17, 2023 |
As filed with the Securities and Exchange Commission on July 17, 2023 As filed with the Securities and Exchange Commission on July 17, 2023 Registration Statement No. |
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| July 17, 2023 |
As filed with the Securities and Exchange Commission on July 17, 2023 As filed with the Securities and Exchange Commission on July 17, 2023 Registration Statement No. |
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| July 17, 2023 |
Exhibit 99.1 QualTek Successfully Emerges from Chapter 11 Emerges with Significantly Stronger Balance Sheet Company to Continue Focus on Growth in Wireless, Wireline/Fiber, 5G, Renewables, and Recovery Sectors July 14, 2023 06:46 PM Eastern Daylight Time BLUE BELL, Pa.—(BUSINESS WIRE) – QualTek Services Inc. (the “Company” or “QualTek”), a leading infrastructure services provider, today announced |
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| July 17, 2023 |
As filed with the Securities and Exchange Commission on July 17, 2023 As filed with the Securities and Exchange Commission on July 17, 2023 Registration Statement No. |
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| July 13, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: April 1, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| July 13, 2023 |
Exhibit 10.3 SUPER-PRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION TERM CREDIT AND GUARANTY AGREEMENT dated as of May 25, 2023 among QUALTEK BUYER, LLC (f/k/a BCP QUALTEK BUYER, LLC), a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, as Holdings, QUALTEK LLC (f/k/a QUALTEK USA, LLC), a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, as Borrower, EACH |
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| July 13, 2023 |
Exhibit 10.4 SUPER-PRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION ABL CREDIT AND GUARANTY AGREEMENT dated as of May 25, 2023, among QUALTEK BUYER, LLC (f/k/a BCP QUALTEK BUYER, LLC), a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, as Holdings and as a Guarantor, QUALTEK LLC (f/k/a QUALTEK USA, LLC), a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, |
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| July 7, 2023 |
Letter Agreement, dated as of June 26, 2023, by and between QualTek LLC and C. Scott Hisey. Exhibit 10.1 www.qualtekservices.com C. Scott Hisey 635 Font Road Glenmoore, PA 19343 Re: Continuation of Employment with QualTek USA, LLC Dear Mr. Hisey: Pursuant to Section 1 of the Executive Services Agreement between you and QualTek LLC (f/k/a QualTek USA, LLC), dated June 5, 2018 (“Prior Agreement”), you provided QualTek LLC (the “Company”) with written notice of an intent to not renew the Pr |
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| July 7, 2023 |
Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT for the Southern District of TexaS HOUSTON DIVISION ) In re: ) Chapter 11 ) QUALTEK SERVICES INC., et al.,1 ) Case No. 23-90584 (CML) ) Debtors. ) (Jointly Administered) ) ) ORDER APPROVING THE DEBTORS’ DISCLOSURE STATEMENT FOR, AND CONFIRMING, THE DEBTORS’ JOINT PLAN OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE The above-caption |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 26, 2023 QualTek Services Inc. |
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| May 31, 2023 |
Exhibit 99.2 QualTek to Strengthen Financial Position and Drive Long-Term Growth Through Consensual Financial Restructuring Continues to Operate Business as Usual and Serve Customers Across Business Segments Restructuring Transactions to Reduce Debt by $307 million and Provide $40 million of New Liquidity to Execute Business Plan Company Anticipates Plan of Reorganization Support from at least 85% |
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| May 31, 2023 |
QualTek Services Inc. Receives Nasdaq Delisting Notice Exhibit 99.3 QualTek Services Inc. Receives Nasdaq Delisting Notice BLUE BELL, PA May 31, 2023 - QualTek Services Inc. (NASDAQ: QTEK), today announced that it was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that Nasdaq had determined to delist the Company’s common stock as a result of the Company’s commencement of voluntary proceedings under Chapter |
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| May 31, 2023 |
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) QUALTEK SERVICES INC., et al.,1 ) Case No. 23-90584 (CML) ) Debtors. ) (Joint Administration Requested) ) DISCLOSURE STATEMENT RELATING TO THE DEBTORS’ JOINT PLAN OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE Matthew D. Cavenaugh (TX Bar No. 24062656) J |
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| May 31, 2023 |
Exhibit 10.1 THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEME |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 24, 2023 QualTek Services Inc. |
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| May 17, 2023 |
¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10D ¨ Form N-SAR ¨ Form N-CSR U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SEC FILE NUMBER 001-40147 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 74760R303 ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: April 1, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q |
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| May 4, 2023 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 16 (To Prospectus dated February 14, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 14, 2022 (the “Prospectus”), related to the resale from time to time of up to 11,61 |
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| May 4, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267477 Prospectus Supplement No. 10 (To Prospectus dated October 6, 2022) QUALTEK SERVICES INC. 3,589,000 Shares of Class A Common Stock 306,000 warrants by the Selling Stockholders Senior Convertible Notes due 2027 by the Selling Noteholders Up to 31,104,034 Shares of Class A Common Stock Underlying 2027 Convertible Notes This prospectus suppl |
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| May 3, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267477 Prospectus Supplement No. 9 (To Prospectus dated October 6, 2022) QUALTEK SERVICES INC. 3,589,000 Shares of Class A Common Stock 306,000 warrants by the Selling Stockholders Senior Convertible Notes due 2027 by the Selling Noteholders Up to 31,104,034 Shares of Class A Common Stock Underlying 2027 Convertible Notes This prospectus supple |
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| May 3, 2023 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 15 (To Prospectus dated February 14, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 14, 2022 (the “Prospectus”), related to the resale from time to time of up to 11,61 |
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| May 2, 2023 |
Tenth Amendment to ABL Credit and Guaranty Agreement, dated as of December 23, 2022 qualtek-tenthamendment DMFIRM #406105070 v2 TENTH AMENDMENT TO ABL CREDIT AND GUARANTY AGREEMENT TENTH AMENDMENT TO ABL CREDIT AND GUARANTY AGREEMENT (this “Amendment”) dated as of December 23, 2022, among QUALTEK BUYER, LLC (f/k/a BCP QUALTEK BUYER, LLC), a Delaware limited liability company (“Holdings”), QUALTEK LLC, a Delaware limited liability company (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party hereto, as Guarantors, the LENDERS party hereto and PNC BANK, NATIONAL ASSOCIATION (“PNC Bank”), as Administrative Agent and Collateral Agent. |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40147 |
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| May 2, 2023 |
CONFORMED CREDIT AGREEMENT (Incorporating First Amendment dated October 12, 2018, Second Amendment dated October 4, 2019, Third Amendment dated September 8, 2020, Fourth Amendment dated October 7, 2021, Fifth Amendment dated January 28, 2022, Sixth Amendment dated February 14, 2022, Seventh Amendment dated May 13, 2022, Eighth Amendment dated September 19, 2022 Ninth Amendment dated November 11, 2 |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40147 QualTek Service |
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| April 25, 2023 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 14 (To Prospectus dated February 14, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 14, 2022 (the “Prospectus”), related to the resale from time to time of up to 11,61 |
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| April 25, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267477 Prospectus Supplement No. 8 (To Prospectus dated October 6, 2022) QUALTEK SERVICES INC. 3,589,000 Shares of Class A Common Stock 306,000 warrants by the Selling Stockholders Senior Convertible Notes due 2027 by the Selling Noteholders Up to 31,104,034 Shares of Class A Common Stock Underlying 2027 Convertible Notes This prospectus supple |
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| April 24, 2023 |
QualTek Shares Business Update Exhibit 99.1 QualTek Shares Business Update BLUE BELL, PA April 24, 2023 (NASDAQ: QTEK) — QualTek Services Inc. (the “Company”) announced today that it has entered into a forbearance agreement with a majority of convertible noteholders of its Senior Unsecured Convertible Notes (“Convertible Notes”). This forbearance agreement follows the Company’s election to enter a 30-day grace period ending Apr |
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| April 24, 2023 |
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): April 18, 2023 QualTek Services Inc. (Exact name of registrant as specified in its charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commission Fi |
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| April 3, 2023 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-40147 NOTIFICATION OF LATE FILING CUSIP NUMBER 74760R303 x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form |
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| March 17, 2023 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 13 (To Prospectus dated February 14, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 14, 2022 (the “Prospectus”), related to the resale from time to time of up to 11,61 |
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| March 17, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267477 Prospectus Supplement No. 7 (To Prospectus dated October 6, 2022) QUALTEK SERVICES INC. 3,589,000 Shares of Class A Common Stock 306,000 warrants by the Selling Stockholders Senior Convertible Notes due 2027 by the Selling Noteholders Up to 31,104,034 Shares of Class A Common Stock Underlying 2027 Convertible Notes This prospectus supple |
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| March 16, 2023 |
QualTek Secures New Money Financing Exhibit 99.1 QualTek Secures New Money Financing • Company continues to provide best-in-class telecommunications and infrastructure services to customers • Financing provides the Company with greater liquidity as it takes steps to improve its financial position for future growth BLUE BELL, Pa., March 16, 2023 - QualTek Services Inc. ("QualTek" or the "Company") (NASDAQ: QTEK), a leading turnkey pr |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 15, 2023 QualTek Services Inc. |
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| March 16, 2023 |
Exhibit 10.2 ELEVENTH AMENDMENT TO ABL CREDIT AND GUARANTY AGREEMENT ELEVENTH AMENDMENT TO ABL CREDIT AND GUARANTY AGREEMENT (this “Amendment”) dated as of March 16, 2023, among QUALTEK BUYER, LLC (f/k/a BCP QUALTEK BUYER, LLC), a Delaware limited liability company (“Holdings”), QUALTEK LLC, a Delaware limited liability company (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party hereto, a |
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| March 16, 2023 |
Exhibit 10.1 AMENDMENT NO. 3 to the Term Credit and Guaranty Agreement and AMENDMENT NO. 1 to the Term Pledge and Security Agreement (this “Amendment”), dated as of March 16, 2023, by and among QUALTEK BUYER, LLC (f/k/a BCP QUALTEK BUYER, LLC), a Delaware limited liability company (“Holdings”), QUALTEK LLC, a Delaware limited liability company (the “Borrower”), CERTAIN SUBSIDIARIES of the Borrower |
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| February 27, 2023 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 12 (To Prospectus dated February 14, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 14, 2022 (the “Prospectus”), related to the resale from time to time of up to 11,61 |
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| February 27, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267477 Prospectus Supplement No. 6 (To Prospectus dated October 6, 2022) QUALTEK SERVICES INC. 3,589,000 Shares of Class A Common Stock 306,000 warrants by the Selling Stockholders Senior Convertible Notes due 2027 by the Selling Noteholders Up to 31,104,034 Shares of Class A Common Stock Underlying 2027 Convertible Notes This prospectus supple |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 15, 2023 QualTek Services Inc. |
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| February 10, 2023 |
SC 13G/A 1 sc13ga1.htm SCHEDULE 13G, AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* QualTek Services Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 74760R303 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the a |
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| February 6, 2023 |
US74760R3030 / QUALTEK SERVICES INC-A / Weiss Asset Management LP Passive Investment SC 13G/A 1 rocr13ga31dec2022.htm CUSIP NO. 74760R303 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* QUALTEK SERVICES INC. (FORMERLY KNOWN AS ROTH CH ACQUISITION III CO.) - (Name of Issu |
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| January 10, 2023 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 11 (To Prospectus dated February 14, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 14, 2022 (the “Prospectus”), related to the resale from time to time of up to 11,61 |
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| January 10, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267477 Prospectus Supplement No. 5 (To Prospectus dated October 6, 2022) QUALTEK SERVICES INC. 3,589,000 Shares of Class A Common Stock 306,000 warrants by the Selling Stockholders Senior Convertible Notes due 2027 by the Selling Noteholders Up to 31,104,034 Shares of Class A Common Stock Underlying 2027 Convertible Notes This prospectus supple |
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| January 6, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): January 3, 2023 QualTek Services Inc. (Exact name of registrant as specified in its charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commission F |
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| December 29, 2022 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock 424B3 1 tm2233651d2424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 10 (To Prospectus dated February 14, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 14, 2022 (the “Prospectus”), related to the resa |
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| December 29, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267477 Prospectus Supplement No. 4 (To Prospectus dated October 6, 2022) QUALTEK SERVICES INC. 3,589,000 Shares of Class A Common Stock 306,000 warrants by the Selling Stockholders Senior Convertible Notes due 2027 by the Selling Noteholders Up to 31,104,034 Shares of Class A Common Stock Underlying 2027 Convertible Notes This prospectus supple |
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| December 27, 2022 |
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): December 23, 2022 QualTek Services Inc. (Exact name of registrant as specified in its charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commission |
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| December 15, 2022 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 9 (To Prospectus dated February 14, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 14, 2022 (the ?Prospectus?), related to the resale from time to time of up to 11,614 |
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| December 15, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267477 Prospectus Supplement No. 3 (To Prospectus dated October 6, 2022) QUALTEK SERVICES INC. 3,589,000 Shares of Class A Common Stock 306,000 warrants by the Selling Stockholders Senior Convertible Notes due 2027 by the Selling Noteholders Up to 31,104,034 Shares of Class A Common Stock Underlying 2027 Convertible Notes This prospectus supple |
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| December 13, 2022 |
Exhibit 10.1 EXECUTIVE SERVICES AGREEMENT This Executive Services Agreement (this “Agreement”) is dated as of December 10, 2022 (the “Effective Date”), by and between QualTek LLC (the “Company”), and Matthew J. McColgan (the “Executive”). Recitals WHEREAS, the parties hereto desire to enter into this Agreement in order to secure the services of the Executive for the benefit of the Company, which s |
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| December 13, 2022 |
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): December 9, 2022 QUALTEK SERVICES INC. (Exact name of registrant as specified in its charter) Delaware 001-40147 83-3584928 (State or other jurisdiction (Commission (IRS Employer of i |
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| December 9, 2022 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 8 (To Prospectus dated February 14, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 14, 2022 (the “Prospectus”), related to the resale from time to time of up to 11,614 |
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| December 9, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267477 Prospectus Supplement No. 2 (To Prospectus dated October 6, 2022) QUALTEK SERVICES INC. 3,589,000 Shares of Class A Common Stock 306,000 warrants by the Selling Stockholders Senior Convertible Notes due 2027 by the Selling Noteholders Up to 31,104,034 Shares of Class A Common Stock Underlying 2027 Convertible Notes This prospectus supple |
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| December 7, 2022 |
QualTek Appoints New Independent Members to its Board of Directors Exhibit 99.1 QualTek Appoints New Independent Members to its Board of Directors BLUE BELL, Pa., December 7, 2022 - QualTek Services Inc. (“QualTek” or the “Company”) (NASDAQ: QTEK), a leading turnkey provider of infrastructure services to the North American 5G wireless, telecom, power grid modernization and renewable energy sectors, announced today the appointment of John Kritzmacher, Bruce Robers |
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| December 7, 2022 |
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): December 1, 2022 QUALTEK SERVICES INC. (Exact name of registrant as specified in its charter) Delaware 001-40147 83-3584928 (State or other jurisdiction (Commission (IRS Employer of i |
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| November 18, 2022 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 7 (To Prospectus dated February 14, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 16, 2022 (the ?Prospectus?), related to the resale from time to time of up to 11,614 |
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| November 18, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267477 Prospectus Supplement No. 1 (To Prospectus dated October 6, 2022) QUALTEK SERVICES INC. 3,589,000 Shares of Class A Common Stock 306,000 warrants by the Selling Stockholders Senior Convertible Notes due 2027 by the Selling Noteholders Up to 31,104,034 Shares of Class A Common Stock Underlying 2027 Convertible Notes This prospectus supple |
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| November 15, 2022 |
DMFIRM #405514773 v3 NINTH AMENDMENT AND WAIVER TO ABL CREDIT AND GUARANTY AGREEMENT NINTH AMENDMENT AND WAIVER TO ABL CREDIT AND GUARANTY AGREEMENT (this ?Amendment?) dated as of November 11, 2022, among QUALTEK BUYER, LLC (f/k/a BCP QUALTEK BUYER, LLC), a Delaware limited liability company (?Holdings?), QUALTEK LLC, a Delaware limited liability company (the ?Borrower?), CERTAIN SUBSIDIARIES OF THE BORROWER party hereto, as Guarantors, the LENDERS party hereto and PNC BANK, NATIONAL ASSOCIATION (?PNC Bank?), as Administrative Agent and Collateral Agent. |
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| November 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 1, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| November 14, 2022 |
QualTek Announces Third Quarter 2022 Financial Results Exhibit 99.1 QualTek Announces Third Quarter 2022 Financial Results Third Quarter 2022 Financial Highlights - Record third quarter 2022 revenue of $216.1 million - Reported 24-month backlog increased to $2.4 billion - Record third quarter 2022 Telecom segment revenue of $188.3 million, a 38.9% increase year-over-year. - Net Loss improved sequentially quarter-over-quarter from $25.6 million to $6.9 |
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| November 14, 2022 |
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): November 14, 2022 QualTek Services Inc. (Exact name of registrant as specified in its charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commission |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Pursuant to Rule14a-12 QUALTEK SERVICES INC. |
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| October 31, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definitive Proxy Statement ? ? Definitive Additional Materials ? ? Soliciting Material Pursuant to Rule14a-12 ? QUALTEK SERVICES INC. |
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| October 11, 2022 |
TABLE OF CONTENTS ?Filed pursuant to Rule 424(b)(3)? ?Registration No. 333-267477? PROSPECTUS QUALTEK SERVICES INC. 3,589,000 Shares of Class A Common Stock 306,000 warrants by the Selling Stockholders Senior Convertible Notes due 2027 by the Selling Noteholders Up to 31,104,034 Shares of Class A Common Stock Underlying 2027 Convertible Notes This prospectus relates to (a) the resale from time to |
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| October 4, 2022 |
QualTek Services Inc. 475 Sentry Parkway E, Suite 200 Blue Bell, PA 19422 October 4, 2022 QualTek Services Inc. 475 Sentry Parkway E, Suite 200 Blue Bell, PA 19422 October 4, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Catherine De Lorenzo and Ruairi Regan Re: QualTek Services Inc. and additional registrants listed on Schedule A to Registration Statement on Form S-1 Amendment No. 1 to Registratio |
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| October 3, 2022 |
and certain of its subsidiaries, the lenders party thereto, and PNC Bank, National Association, Exhibit 10.8 CONFORMED CREDIT AGREEMENT (Incorporating First Amendment dated October 12, 2018, Second Amendment dated October 4, 2019, Third Amendment dated September 8, 2020, Fourth Amendment dated October 7, 2021, Fifth Amendment dated January 28, 2022, Sixth Amendment dated February 14, 2022, Seventh Amendment dated May 13, 2022 and Eighth Amendment dated September 19, 2022) ABL CREDIT AND GUAR |
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| October 3, 2022 |
As filed with the Securities and Exchange Commission on October 3, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 3, 2022 No. |
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| September 21, 2022 |
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): September 19, 2022 QualTek Services Inc. (Exact name of registrant as specified in its charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commissio |
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| September 21, 2022 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 6 (To Prospectus dated February 16, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 16, 2022 (the ?Prospectus?), related to the resale from time to time of up to 11,614 |
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| September 19, 2022 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock ? Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 5 (To Prospectus dated February 16, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 16, 2022 (the ?Prospectus?), related to the resale from time to time of up to 11,6 |
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| September 16, 2022 |
Exhibit 3.26 QUALTEK MANAGEMENT, LLC (a Delaware Limited Liability Company) SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT April 19, 2022 ? ? This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of QUALTEK MANAGEMENT, LLC, effective as of April 19, 2022 (this ?Agreement?) is made by QualTek MidCo, LLC, a Delaware limited liability company (the ?Member?). WHEREAS, Q |
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| September 16, 2022 |
Exhibit 3.11 STATE OF DELAWARE CERTIFICATE OF FORMATION OF LIMITED LIABILITY COMPANY The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows: 1. The name of the limited liability company is QualTek Acquisition, LLC 2. The Registered Office of the limited liability company in |
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| September 16, 2022 |
Limited Liability Company Agreement of QualTek Buyer, LLC, dated May 15, 2018. Exhibit 3.22 EXECUTION VERSION BCP QUALTEK BUYER, LLC (a Delaware Limited Liability Company) LIMITED LIABILITY COMPANY AGREEMENT May 15, 2018 LIMITED LIABILITY COMPANY AGREEMENT of BCP QUALTEK BUYER, LLC, dated and effective as of May 15, 2018 (this “Agreement”). BCP QualTek Holdco, LLC (the “Member”) has formed BCP QualTek Buyer, LLC (the “Company”), as a limited liability company pursuant to the |
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| September 16, 2022 |
Certificate of Formation of QualSat, LLC, dated August 15, 2013. Exhibit 3.7 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is QualSat, LLC Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, Zip code 19808. The name of its Registered agent at such address is Corporation Service Company ? Third: (Use this paragr |
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| September 16, 2022 |
Consent of K&L Gates LLP (included in Exhibit 5.3). ? Exhibit 5.3 ? September 16, 2022 QualTek Services Inc. 475 Sentry Parkway E, Suite 200 Blue Bell, PA 19422 ? Ladies and Gentlemen: ? We have acted as special Florida counsel to Concurrent Group LLC, a Florida limited liability company (the ?Company?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?), filed with the Securities and Exchange Commission (the ? |
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| September 16, 2022 |
Financial Statements and Exhibits, Other Events ? ? 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): September 16, 2022 ? QualTek Services Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40147 83-3584928 (State or other jurisdiction of incorpo |
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| September 16, 2022 |
Exhibit 3.6 ? ? ? ? QUALTEK WIRELINE LLC (a Delaware Limited Liability Company) ? ? ? FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ? ? ? April 19, 2022 ? ? This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of QUALTEK WIRELINE LLC, effective as of April 19, 2022 (this ?Agreement?) is made by QualTek MidCo, LLC, a Delaware limited liability company (the ?Member? |
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| September 16, 2022 |
Exhibit 3.3 CERTIFICATE OF FORMATION OF QualTek USA, LLC This Certificate of Formation dated August 13, 2012 is being duly executed and filed by R. W. Worthington, Jr., as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. ? 18-101, et. seq.). 1.The name of the limited liability company is: QualTek USA, LLC 2.The address of the reg |
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| September 16, 2022 |
Articles of Organization of Concurrent Group LLC, dated June 7, 2017. Exhibit 3.29 ARTICLES OF ORGANIZATION FOR FLORIDA LIMITED LIABILITY COMPANY ARTICLE I ? Name: The name of the Limited Liability Company is: (Must end with the words ?Limited Liability Company, ?L.L.C.,? or ?LLC?) Concurrent Group LLC ARTICLE II ? Address: The mailing address and street address of the principal office of the Limited Liability Company is: 7035-G SW 47 Street Miami, FL 33155 ARTICLE |
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| September 16, 2022 |
Exhibit 3.12 QUALTEK WIRELESS LLC (a Delaware Limited Liability Company) SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT April 19, 2022 This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of QUALTEK WIRELESS LLC, effective as of April 19, 2022 (this “Agreement”) is made by QualTek MidCo, LLC, a Delaware limited liability company (the “Member”). WHEREAS, QualTek Acqui |
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| September 16, 2022 |
Certificate of Formation of QualTek MidCo, LLC, dated June 26, 2014. Exhibit 3.23 ? STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is QualTek Midco, LLC Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, Zip code 19808. The name of its Registered agent at such address is Corporation Service Company Third: (Use this |
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| September 16, 2022 |
? Exhibit 3.4 QUALTEK LLC (a Delaware Limited Liability Company) FIFTEENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT April 19, 2022 ? ? ? ? ? This FIFTEENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of QUALTEK LLC, effective as of April 19, 2022 (this ?Agreement?) is made by QualTek Buyer, LLC, a Delaware limited liability company (the ?Member?). WHEREAS, QualTek USA, |
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| September 16, 2022 |
As filed with the Securities and Exchange Commission on September 16, 2022 Table of Contents As filed with the Securities and Exchange Commission on September 16, 2022 ? No. |
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| September 16, 2022 |
Second Amended and Restated Limited Liability Company Agreement of Advantek Electrical Exhibit 3.10 ? ? ? ? ? ? ? ? ? ? ADVANTEK ELECTRICAL CONSTRUCTION, LLC (a Delaware Limited Liability Company) SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT April 19, 2022 ? ? This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ADVANTEK ELECTRICAL CONSTRUCTION, LLC, effective as of April 19, 2022 (this ?Agreement?) is made by QualTek MidCo, LLC, a Delaware limi |
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| September 16, 2022 |
Exhibit 3.16 ? QUALTEK RECOVERY LOGISTICS LLC (a Delaware Limited Liability Company) ? ? ? SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ? ? ? ? April 19, 2022 ? This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of QUALTEK RECOVERY LOGISTICS, LLC, effective as of April 19, 2022 (this ?Agreement?) is made by QualTek MidCo, LLC, a Delaware limited liability compa |
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| September 16, 2022 |
amended by the Certificate of Amendment dated June 15, 2021, changing the entity’s name to Exhibit 3.19 Certificate of Conversion of a Corporation Converting to a Limited Liability Company Converting Entity Information The name of the converting corporation is: Fiber Network Solutions, Inc. The jurisdiction of formation of the corporation is: Texas The date of formation of the corporation is: August 23, 2002 The file number, if any, issued to the corporation by the secretary of state, i |
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| September 16, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) QUALTEK SERVICES INC. |
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| September 16, 2022 |
Certificate of Incorporation of NX Utilities LLC, dated July 3, 2018. Exhibit 3.27 Number: BC1170413 CERTIFICATE OF INCORPORATION BUSINESS CORPORATIONS ACT I Hereby Certify that NX UTILITIES ULC was incorporated under the Business Corporations Act on July 3, 2018 at 09:45 AM Pacific Time. ? ELECTRONIC CERTIFICATE Issued under my hand at Victoria, British Columbia On July 3, 2018 CAROL PREST Registrar of Companies Province of British Columbia Canada ? |
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| September 16, 2022 |
Fourth Amended and Restated Limited Liability Company Agreement of QualTek Renewables Exhibit 3.20 ? ? ? ? ? ? ? ? ? FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT FOR QUALTEK RENEWABLES LLC (a Texas single-member limited liability company) ? ? ? ? ? ? ? FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMP ANY AGREEMENT FOR QUALTEK RENEWABLES LLC (a Texas single-member limited liability company) This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT FOR |
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| September 16, 2022 |
Sixth Amended and Restated Operating Agreement of Concurrent Group LLC, dated April 19, 2022. Exhibit 3.30 CONCURRENT GROUP LLC (a Florida Limited Liability Company) ? ? SIXTH AMENDED AND RESTATED OPERATING AGREEMENT ? ? April 19, 2022 ? This SIXTH AMENDED AND RESTATED OPERATING AGREEMENT of CONCURRENT GROUP LLC, effective as of April 19, 2022 (this ?Agreement?) is made by QualTek MidCo, LLC, a Delaware limited liability company (the ?Member?). WHEREAS, Concurrent Group LLC (the ?Company?) |
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| September 16, 2022 |
? Exhibit 3.24 ? QUALTEK MIDCO, LLC (a Delaware Limited Liability Company) FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT April 19, 2022 ? ? ? ? This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of QUALTEK MIDCO, LLC, effective as of April 19, 2022 (this ?Agreement?) is made by QualTek LLC, a Delaware limited liability company (the ?Member?). WHEREAS, QualTek Mi |
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| September 16, 2022 |
Certificate of Formation of QualTek Fulfillment LLC (f/k/a ACI USA, LLC), amended by the Exhibit 3.17 STATE OF DELAWARE CERTIFICATE OF FORMATION OF LIMITED LIABILITY COMPANY The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows: 1. The name of the limited liability company is ACI USA, LLC 2. The Registered Office of the limited liability company in the State of |
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| September 16, 2022 |
2019, changing the entity’s name to QualTek Recovery LLC and amended by the Certificate of ? Exhibit 3.15 STATE OF DELAWARE CERTIFICATE OF FORMATION OF LIMITED LIABILITY COMPANY The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows: 1. The name of the limited liability company is Recovery Logistics, LLC 2. The Registered Office of the limited liability company in |
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| September 16, 2022 |
List of Guarantor Subsidiaries. Exhibit 22.1 Guarantor Subsidiaries of QualTek Services Inc. Set forth is a list of the guarantor subsidiaries of QualTek Services Inc. as of September 16, 2022 and their respective jurisdictions of organization. ? Name Jurisdiction of Formation QualTek LLC Delaware QualTek Wireline LLC Delaware QualSat, LLC Delaware AdvanTek Electrical Construction, LLC Delaware QualTek Wireless LLC Delaware Site |
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| September 16, 2022 |
Certificate of Formation of QualTek Management LLC, dated June 26, 2014. Exhibit 3.25 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is QualTek Management, LLC Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, Zip code 19808. The name of its Registered agent at such address is Corporation Service Company Third: (Use t |
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| September 16, 2022 |
Incorporation Agreement of NX Utilities ULC, dated June 29, 2018. ? Exhibit 3.28 INCORPORATION AGREEMENT ? NX UTILITIES ULC ? The undersigned proposes to form a company with limited liability under the Business Corporations Act (British Columbia). ? The undersigned agrees to take the number of shares in the Company set opposite the undersigned?s name: ? FULL NAME AND SIGNATURE OF INCORPORATOR DATE OF SIGNING NUMBER OF SHARES TAKEN BY INCORPORATOR BOUGHTON LAW CO |
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| September 16, 2022 |
Exhibit 3.8 ? ? ? ? ? QUALSAT, LLC (a Delaware Limited Liability Company) ? ? ? SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ? ? ? April 19, 2022 ? ? ? This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of QUALSAT, LLC, effective as of April 19, 2022 (this ?Agreement?) is made by QualTek MidCo, LLC, a Delaware limited liability company (the ?Member?). WHEREAS, |
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| September 16, 2022 |
Certificate of Formation of Advantek Electrical Construction, LLC, dated January 19, 2018. ? Exhibit 3.9 STATE OF DELAWARE CERTIFICATE OF FORMATION OF LIMITED LIABILITY COMPANY The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as. follows: 1. The name of the limited liability company is AdvanTek Electrical Construction, LLC 2. The Registered Office of the limited liabil |
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| September 16, 2022 |
Report of Independent Registered Public Accounting Firm Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Members and the Board of Directors BCP QualTek Holdco, LLC Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of BCP QualTek Holdco, LLC and Subsidiary (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, chan |
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| September 16, 2022 |
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee. Exhibit 25.1 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM T-1 ? ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ? WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) ? 16-1486454 (I.R.S. employer identification no.) ? 1100 North Market Street Wilmington, DE 19890-0001 (Address o |
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| September 16, 2022 |
Exhibit 3.14 ? ? SITE SAFE, LLC (a Delaware Limited Liability Company) ? ? SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ? ? April 19, 2022 ? ? This SECOND AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SITE SAFE, LLC, effective as of April 19, 2022 (this ?Agreement?) is made by QualTek MidCo, LLC, a Delaware limited liability company (the ?Member?). WHEREAS, ANS Acquisition |
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| September 16, 2022 |
Certificate of Formation of QualTek Wireline LLC (f/k/a NX Utilities, LLC), amended by the Exhibit 3.5 ? STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is NX UTILITIES, LLC ? Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington . Zip code 19808 . The name of its Registered agent at such address is Corporation Service Company ? Third: (Use |
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| September 16, 2022 |
Certificate of Formation of QualTek Buyer, LLC, dated May 15, 2018. Exhibit 3.21 CERTIFICATE OF FORMATION OF BCP QUALTEK BUYER, LLC This Certificate of Formation of BCP QualTek Buyer, LLC (the “Limited Liability Company”), dated May 15, 2018, is being duly executed and filed by A. James Como, as an authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.). The undersigned, being duly authori |
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| September 16, 2022 |
Second Amended and Restated Limited Liability Company Agreement of QualTek Fulfillment ? Exhibit 3.18 QUALTEK FULFILLMENT LLC (a Delaware Limited Liability Company) ? ? SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ? ? April 19, 2022 ? ? ? ? This SECOND AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of QUALTEK FULFILLMENT LLC effective as of April 19, 2022 (this ?Agreement?) is made by QualTek MidCo, LLC, a Delaware limited liability company (the ?Member?). WHERE |
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| September 16, 2022 |
Exhibit 3.13 STATE OF DELAWARE CERTIFICATE OF FORMATION OF LIMITED LIABILITY COMPANY The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows: 1. The name of the limited liability company is ANS Acquisition, LLC 2. The Registered Office of the limited liability company in the |
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| August 11, 2022 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 4 (To Prospectus dated February 16, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 16, 2022 (the ?Prospectus?), related to the resale from time to ti |
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| August 8, 2022 |
Exhibit 10.1 FIRST SUPPLEMENTAL INDENTURE QUALTEK SERVICES INC. THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Dated as of July 28, 2022 to the INDENTURE Dated as of February 14, 2022 Senior Unsecured Convertible Notes due 2027 ? THIS FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), entered into as of July 28, 2022, among QUALTEK SERVICES INC., a De |
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| August 8, 2022 |
QualTek Announces Second Quarter 2022 Financial Results Exhibit 99.1 QualTek Announces Second Quarter 2022 Financial Results ? Second Quarter 2022 Financial Highlights - Record second quarter 2022 revenue of $184.2 million, a 41% increase year-over-year - Second quarter 2022 Telecom segment revenue of $175.2 million, a 48.5% increase year-over-year - Telecom adjusted EBITDA margins continue to expand as expected - Reported 24-month backlog at the end o |
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| August 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? 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): August 8, 2022 ? QualTek Services Inc. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-40147 83-3584928 (State or other jurisdiction of incorpora |
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| August 8, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 QualTek Services Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 74760R303 (CUSIP Number) February 14, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| June 14, 2022 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Exhibit A JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) In accordance with Rule 13d-1(k), the undersigned acknowledge and agree that the foregoing statement on Schedule 13G with respect to the Class A common stock, par value $0. |
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| May 24, 2022 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 3 (To Prospectus dated February 16, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 16, 2022 (the ?Prospectus?), related to the resale from time to ti |
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| May 17, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 17, 2022 QualTek Services Inc. (Exact name of registrant as specified in its charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commission File |
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| May 17, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 17, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 17, 2022 QualTek Services Inc. (Exact name of registrant as specified in its charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commission File |
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| May 17, 2022 |
Exhibit 10.2 ? TERM CREDIT AND GUARANTY AGREEMENT dated as of July 18, 2018, as amended by Amendment No. 1, dated as of October 4, 2019 and as amended by Amendment No. 2 , dated as of February 14, 2022 among BCP QUALTEK BUYER, LLC BCP QUALTEK MERGER SUB, LLC (to be merged with and into QUALTEK LLC (f/k/a QUALTEK USA, LLC), CERTAIN SUBSIDIARIES OF QUALTEK, LLC, as Guarantors, THE LENDERS PARTY HERE |
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| May 17, 2022 |
Exhibit 99.1 Q1 2022 Results May 17, 2022 1 Participants & Agenda Scott Hisey, President and Chief Executive Officer Adam Spittler, Chief Financial Officer Participants Agenda I. Q1 2022 II. Industry Update III. Backlog & Top 5 Customers IV. Reconciliation of Adjusted EBITDA V. Q&A 2 Forward - Looking Statements This communication contains forward - looking statements for purposes of the safe harb |
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| May 17, 2022 |
QualTek Announces First Quarter 2022 Financial Results Exhibit 99.1 QualTek Announces First Quarter 2022 Financial Results - First quarter 2022 revenue up 24% to $148.2 million - Reported 24-month backlog at the end of Q1 2022 is $2.2 Billion, which is the largest in the history of the company - Extended ABL maturity through July 2025 BLUE BELL, Pa., May 17, 2022 - QualTek Services Inc. ("QualTek" or the "Company") (NASDAQ: QTEK), a leading turnkey pr |
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| May 17, 2022 |
Exhibit 10.1 ? ? ? CONFORMED CREDIT AGREEMENT (Incorporating First Amendment dated October 12, 2018, Second Amendment dated October 4, 2019, Third Amendment dated September 8, 2020, Fourth Amendment dated October 7, 2021, Fifth Amendment dated January 28, 2022, Sixth Amendment dated February 14, 2022, and Seventh Amendment dated May 13, 2022) ? ABL CREDIT AND GUARANTY AGREEMENT dated as of July 18 |
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| April 21, 2022 |
Calculation of Filing Fee Table EXHIBIT 107.1 Calculation of Filing Fee Table Table 1 - Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed maximum Offering price per Unit Maximum aggregate offering price Fee Rate Amount of registration fee Fees to be Paid Equity Class A common stock, $0.0001 par value per share, reserved for issuance under the 2022 Long-Term Incentiv |
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| April 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QUALTEK SERVICES INC. (Exact name of registrant as specified in its charter) Delaware 85-3584928 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 475 Sentry Parkway E, Suite 200 Blue Bell, PA 19422 (Address of Pr |
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| April 18, 2022 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement No. 2 (To Prospectus dated February 16, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 16, 2022 (the ?Prospectus?), related to the resale from time to time of up to 11,614 |
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| April 15, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 15, 2022 |
List of subsidiaries of QualTek Services Inc. Exhibit 21.1 List of Subsidiaries of QualTek Services Inc. ? Name of Subsidiary Jurisdiction of Organization QualTek Holdco, LLC Delaware QualTek Buyer, LLC Delaware ? ? ? ? QualTek LLC ? Delaware ? ? ? ? ? QualTek Midco, LLC ? Delaware ? ? ? ? ? Advantek Electrical Construction, LLC ? Delaware ? ? ? ? ? Concurrent Group LLC ? Delaware ? ? ? ? ? The Covalent Group LLC ? Delaware ? ? ? ? ? NX Utlil |
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| April 15, 2022 |
EXHIBIT 4.1 ? DESCRIPTION OF REGISTERED SECURITIES ? The following summary sets forth the material terms of our securities. The following summary is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our Second Amended and Restated Certificate of Incorporation (the ?Charter?), and our amended and restated bylaws, each of which i |
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| April 1, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 1, 2022 QualTek Services Inc. (Exact name of registrant as specified in its charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 1, 2022 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40147 CUSIP NUMBER 74760R303 74760R113 x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Repor |
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| April 1, 2022 |
QualTek Announces Fourth Quarter and Annual 2021 Financial Results EX-99.1 2 tm2211113d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 QualTek Announces Fourth Quarter and Annual 2021 Financial Results - Full year 2021 results include revenue of $612.2 million and adjusted EBITDA of $60.0 million - Reported 24-month backlog at the end of Q4 2021 was $2.1 Billion, an increase of 22.0% over year end 2020 - Fourth quarter 2021 results include revenue of $147.1 million and adj |
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| April 1, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.2 4 tm2210901d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unless otherwise indicated, defined terms included below shall have the same meaning as terms defined and included elsewhere on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2022, as amended on April 1, 2022 in the Current |
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| April 1, 2022 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF QUALTEK Exhibit 99.3 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF QUALTEK The following discussion and analysis should be read in conjunction with the audited annual and unaudited interim consolidated financial statements and related notes appearing elsewhere in this amendment to our Current Report on Form 8-K, which was originally filed with the SEC on February |
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| April 1, 2022 |
Q4 & FY 2021 Results April 1, 2022 Exhibit 99.1 Q4 & FY 2021 Results April 1, 2022 1 Participants & Agenda Scott Hisey, President and Chief Executive Officer Adam Spittler, Chief Financial Officer Participants Agenda I. Q4 2021 & FY 2021 Results II. Industry Update III. Backlog & Top 5 Customers IV. Unaudited Capital Structure & Liquidity V. Reconciliation of Adjusted EBITDA VI. Q&A 2 Forward - Looking Statements This communication |
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| April 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 31, 2022 QualTek Services Inc. (Exact name of registrant as specified in its charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commission Fi |
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| April 1, 2022 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-259069 Prospectus Supplement (To Prospectus dated February 14, 2022) QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated February 14, 2022 (the ?Prospectus?), related to the resale from time to time of up to 11,614,000 s |
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| April 1, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current Report PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2022 (February 14, 2022) QualTek Services Inc. (Exact name of registrant as specified in its charter) Delaware 001-40147 83-3584928 (State or other jurisd |
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| April 1, 2022 |
Report of Independent Registered Public Accounting Firm Exhibit 99.1 Report of Independent Registered Public Accounting Firm Members and the Board of Directors BCP QualTek HoldCo, LLC Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of BCP QualTek Holdco, LLC and Subsidiary (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, changes in |
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| March 7, 2022 |
QualTek Names New Independent Board Appointee to its Board of Directors Exhibit 99.1 QualTek Names New Independent Board Appointee to its Board of Directors BLUE BELL, Pa., March 7, 2022 - QualTek Services Inc. (?QualTek? or the ?Company?) (NASDAQ: QTEK), a leading turnkey provider of infrastructure services to the North American 5G wireless, telecom, power grid modernization and renewable energy sectors, announced today the appointment of Daniel Lafond, who joined th |
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| March 7, 2022 |
Director Resignation Letter of Renee Noto, dated March 2, 2022 Exhibit 17.1 RESIGNATION March 2, 2022 I, Renee Noto, do hereby voluntarily resign as a member of the board of directors of QualTek Services Inc., a Delaware corporation, without the need for acceptance or further action by any other person, to be effective as of the date hereof. Respectfully submitted, /s/ Renee Noto Renee Noto |
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| March 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 2, 2022 QualTek Services Inc. |
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| February 24, 2022 |
QTEK / QualTek Services Inc - Class A / Weinberg Andrew S. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* QUALTEK SERVICES INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 74760R303 (CUSIP Number) c/o QualTek Services Inc. 475 Sentry Parkway E, Suite 200 Blue Bell, PA 19422 Telephone: (484) 804-4585 (Name, |
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| February 24, 2022 |
EXHIBIT 6 JOINT FILING AGREEMENT EXHIBIT 6 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $0. |
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| February 16, 2022 |
Exhibit 14.1 CODE OF ETHICS QUALTEK SERVICES INC. The Board of Directors (the ?Board?) of QualTek Services Inc. (together with its subsidiaries, the ?Company?) has adopted this Code of Ethics (the ?Code?) in order to deter wrongdoing and promote: 1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships |
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| February 16, 2022 |
EX-10.4 7 tm226552d3ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 QualTek Services Inc. THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 14, 2022 Senior Unsecured Convertible Notes due 2027 QUALTEK SERVICES INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF FEBRUARY 14, 2022 TRUST INDENTURE ACT SECTION |
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| February 16, 2022 |
EX-3.2 3 tm226552d3ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF QUALTEK SERVICES INC. Article I Offices Section 1.1 Registered Office. The registered office of QualTek Services Inc. (the “Corporation”) shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting a |
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| February 16, 2022 |
Exhibit 10.7 NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE QUALTEK SERVICES INC. 2022 LONG-TERM INCENTIVE PLAN * * * * * Participant: Grant Date: Per Share Exercise Price: $ Number of Shares subject to this Option: * * * * * THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this ?Agreement?), dated as of the Grant Date specified above, is entered into by and between QualTek Services Inc., a De |
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| February 16, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unless otherwise indicated, defined terms included below shall have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the ?Form 8-K?) filed with the Securities and Exchange Commission (the ?SEC?) on February 16, 2022. Any references to the Proxy Statement included below refers to the |
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| February 16, 2022 |
Exhibit 10.3 FINAL FORM THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QUALTEK HOLDCO, LLC DATED AS OF FEBRUARY 14, 2022 THE LIMITED LIABILITY COMPANY INTERESTS IN QUALTEK HOLDCO, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTI |
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| February 16, 2022 |
EX-10.2 5 tm226552d3ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EXECUTION VERSION INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Investor Rights Agreement”), dated as of February 14, 2022 (the “Effective Date”), is made by and among (i) Roth CH Acquisition III Co., a Delaware corporation (“PubCo |
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| February 16, 2022 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROTH CH ACQUISITION III CO. Roth CH Acquisition III Co., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify as follows: 1.????????????The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on |
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| February 16, 2022 |
Exhibit 10.8 QUALTEK SERVICES INC. 2022 EMPLOYEE STOCK PURCHASE PLAN Section 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated payroll deductions. The Company intends for the Plan to have two components: a Code Section 423 Component (?423 Component?) and a non-Code Section 423 Com |
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| February 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 QualTek Services Inc. |
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| February 16, 2022 |
Exhibit 10.1 Execution Version TAX RECEIVABLE AGREEMENT by and among QualTek Services Inc., QualTek Holdco, LLC, BCP QualTek, LLC, as TRA HOLDER REPRESENTATIVE, the several TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS FROM TIME TO TIME PARTY HERETO Dated as of February 14, 2022 TABLE OF CONTENTS Page Article I. DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Rules of Construction 10 A |
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| February 16, 2022 |
Exhibit 16.1 February 16, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by QualTek Services Inc. (formerly Roth CH Acquisition III Co.) under Item 4.01 of its Form 8-K dated February 16, 2022. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other s |
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| February 16, 2022 |
Exhibit 99.1 QualTek Begins Trading on the NASDAQ Under the Symbol ?QTEK? February 15, 2022 Listing Follows Completion of Business Combination with Roth CH Acquisition III Co. BLUE BELL, Pa. & NEWPORT BEACH, Calif.? Feb. 15, 2022 ? QualTek Services Inc. (?QualTek? or the ?Company?) (NASDAQ: QTEK), a leading turnkey provider of infrastructure services to the 5G wireless, telecom, and renewable ener |
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| February 16, 2022 |
Exhibit 10.9 DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of February 14, 2022, by and between QualTek Services Inc., a Delaware corporation (the ?Company?), and [], an individual (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other |
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| February 16, 2022 |
EX-10.6 8 tm226552d3ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 QUALTEK SERVICES INC. 2022 LONG-TERM INCENTIVE PLAN Article I PURPOSE; EFFECTIVE DATE; TERM Section 1.1 Purpose. The purpose of the QualTek Services Inc. 2022 Long-Term Incentive Plan is to enhance the profitability and value of the Company for the benefit of its Stockholders by enabling the Company to offer Eligible Individuals s |
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| February 16, 2022 |
QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Prospectus Registration No. 333-259069? Prospectus QUALTEK SERVICES INC. 11,614,000 Shares Class A Common Stock ? This prospectus relates to the resale from time to time of Class A common stock, $0.0001 par value, of QualTek Services Inc. (?Class A Common Stock?) (a) issuable upon the exchange of Common Units and shares of Class B Common Stock |
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| February 14, 2022 |
As filed with the U.S. Securities and Exchange Commission on February 14, 2022 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 14, 2022 Registration No. 333-259069? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROTH CH ACQUISITION III CO.* (Exact Name of Registrant as Specified in its Charter) ? Delaware ? ? 6770 ? ? 83-358 |
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| February 14, 2022 |
Form 8-A filed with the SEC on February 14, 2022 8-A12B 1 tm226552d48a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 QualTek Services Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 83-3584928 (State of Incorporation (I.R.S. Employer or Organization) Identi |
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| February 14, 2022 |
As filed with the U.S. Securities and Exchange Commission on February 14, 2022 TABLE OF CONTENTS February 14, 2022 Ruairi Regan Office of Real Estate & Construction United States Securities and Exchange Commission 100 F. |
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| February 10, 2022 |
ROTH CH ACQUISITION III CO. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 ROTH CH ACQUISITION III CO. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 February 10, 2022 Ruairi Regan Office of Real Estate & Construction United States Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Roth CH Acquisition III Co. (the "Company") Registration Statement on Form S-1 (Registration No. 333-259069) (the "Registration Statement") Dear Mr. R |
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| February 2, 2022 |
Exhibit 10.19 ACKNOWLEDGEMENT, WAIVER AND CONSENT AGREEMENT This Acknowledgement, Waiver and Consent Agreement (this ?Agreement?) is dated as of [?], 2022, and is made by and among BCP QualTek HoldCo, LLC, a Delaware limited liability company (the ?Company?), the purchasers of the Notes (as defined herein) listed as signatories hereto (each, a ?Purchaser? and collectively, the ?Purchasers?), and R |
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| February 2, 2022 |
Subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries of Roth CH Acquisition III Co. Name of Subsidiary ? Jurisdiction of Organization ? ? ? Roth CH III Blocker Merger Sub, LLC ? Delaware ? ? ? Roth CH III Merger Sub, LLC ? Delaware ? ? |
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| February 2, 2022 |
Exhibit 10.18 ? WAIVER AND AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT ? This Waiver and Amendment No. 1 (the ?Agreement?), dated as of January 14, 2022, is entered into by and between Roth CH Acquisition III Co., a Delaware corporation (the ?Company?), and the undersigned, which constitute a majority in interest of, collectively, subscribers party to the Subscription Agreements, dated as of June 16 |
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| February 2, 2022 |
Exhbit 10.17 ACKNOWLEDGEMENT, WAIVER AND CONSENT AGREEMENT This Acknowledgement, Waiver and Consent Agreement (this “Agreement”) is dated as of January 14, 2022, and is made by and among BCP QualTek HoldCo, LLC, a Delaware limited liability company (the “Company”), the purchasers of the Notes (as defined herein) listed as signatories hereto (each, a “Purchaser” and collectively, the “Purchasers”), |
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| February 2, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Roth CH Acquisition III Co. |
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| February 2, 2022 |
As filed with the U.S. Securities and Exchange Commission on February 2, 2022 Table of Contents As filed with the U.S. Securities and Exchange Commission on February 2, 2022 Registration No. 333-259069 ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROTH CH ACQUISITION III CO.* (Exact Name of Registrant as Specified in its Charter) ? ? ? Delaware 6770 83-3584928 ( |
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| January 28, 2022 |
ROCRU / Roth CH Acquisition III Co. Unit / Weiss Asset Management LP Passive Investment CUSIP NO. 77867Q102 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ROTH CH ACQUISITION III CO. - (Name of Issuer) Common stock, par value $0.0001 per share - (Title of Class of Securiti |
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| January 24, 2022 |
Via Edgar January 24, 2022 Ruairi Regan Pam Howell Division of Corporation Finance Office of Real Estate and Construction U. |
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| January 24, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 6) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule |
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| January 24, 2022 |
DEFM14A 1 tm2120684-13defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only |
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| January 20, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule |
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| January 20, 2022 |
Via Edgar January 20, 2022 Ruairi Regan Pam Howell Division of Corporation Finance Office of Real Estate and Construction U. |
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| January 14, 2022 |
Exhibit 2.1 WAIVER AND CONSENT AGREEMENT This Waiver and Consent Agreement (this ?Agreement?) is dated as of January 14, 2022, and is made by and among Roth CH Acquisition III Co., a Delaware corporation (the ?Buyer?), BCP QualTek HoldCo, LLC, a Delaware limited liability company (the ?Company?), and BCP QualTek, LLC, a Delaware limited liability company (the ?Equityholder Representative?, and tog |
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| January 14, 2022 |
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 January 14, 2022 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commis |
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| January 14, 2022 |
Exhibit 2.1 WAIVER AND CONSENT AGREEMENT This Waiver and Consent Agreement (this ?Agreement?) is dated as of January 14, 2022, and is made by and among Roth CH Acquisition III Co., a Delaware corporation (the ?Buyer?), BCP QualTek HoldCo, LLC, a Delaware limited liability company (the ?Company?), and BCP QualTek, LLC, a Delaware limited liability company (the ?Equityholder Representative?, and tog |
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| January 14, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule |
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| January 14, 2022 |
Via Edgar January 14, 2022 Ruairi Regan Pam Howell Division of Corporation Finance Office of Real Estate and Construction U. |
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| January 14, 2022 |
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 January 14, 2022 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commis |
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| December 30, 2021 |
Via Edgar December 30, 2021 Ruairi Regan Pam Howell Division of Corporation Finance Office of Real Estate and Construction U. |
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| December 30, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule |
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| December 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| December 9, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule |
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| December 8, 2021 |
December 8, 2021 Page 1 Via Edgar December 8, 2021 Ruairi Regan Pam Howell Division of Corporation Finance Office of Real Estate and Construction U. |
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| December 3, 2021 |
ROCRU / Roth CH Acquisition III Co. Unit / Weiss Asset Management LP Passive Investment =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 18, 2021 |
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 November 18, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commi |
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| November 18, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40147 CUSIP NUMBER 77867Q 201 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tr |
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| November 9, 2021 |
Promissory Note, dated November 3, 2021 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| November 9, 2021 |
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 November 3, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commis |
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| November 4, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 3, 2021 Table of Contents As filed with the U.S. Securities and Exchange Commission on November 3, 2021 Registration No. 333-259069 ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROTH CH ACQUISITION III CO.* (Exact Name of Registrant as Specified in its Charter) ? ? ? Delaware 6770 83-3584928 ( |
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| November 3, 2021 |
November 3, 2021 Page 1 Via Edgar November 3, 2021 Mr. Ruairi Regan Ms. Erin E. Martin Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Roth CH Acquisition III Co. Registration Statement on Form S-1 Filed August 26, 2021 Registration No. 333-259069 Dear Mr. Regan and Ms. Martin: On behalf of |
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| October 20, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule |
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| October 20, 2021 |
345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 Via Edgar October 20, 2021 Mr. Ruairi Regan Ms. Pam Howell Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Roth CH Acquisition III Co. Preliminary Proxy Statement on Schedule 14A Filed August 11, 2021 File No. 001-40147 D |
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| October 18, 2021 |
DEFA14A 1 tm2130371d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by R |
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| October 15, 2021 |
Press Release dated October 15, 2021 Exhibit 99.1 QualTek Expands Suite of Services in their Wireline Segment with Acquisition of Urban Cable Technology BLUE BELL, Pa., October 15, 2021 - QualTek, LLC, a leading provider of both turnkey infrastructure services to the North American 5G wireless, telecom, and renewable energy sectors, and recovery logistics services, announced today that it has acquired Urban Cable Technology (?Urban C |
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| October 15, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 October 15, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commis |
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| October 15, 2021 |
Exhibit 99.1 QualTek Expands Suite of Services in their Wireline Segment with Acquisition of Urban Cable Technology BLUE BELL, Pa., October 15, 2021 - QualTek, LLC, a leading provider of both turnkey infrastructure services to the North American 5G wireless, telecom, and renewable energy sectors, and recovery logistics services, announced today that it has acquired Urban Cable Technology (?Urban C |
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| October 15, 2021 |
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 October 15, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commis |
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| October 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| October 12, 2021 |
Exhibit 99.1 QualTek CEO Scott Hisey to Discuss Adapting to a Hybrid Workforce at Milken Institute Global Conference BLUE BELL, Pa., October 11, 2021 - QualTek, LLC, a leading turnkey provider of infrastructure services to the North American 5G wireless, telecom, and renewable energy sectors, announced today that CEO Scott Hisey will appear as a panelist at the Milken Institute Global Conference. |
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| October 12, 2021 |
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 October 11, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commis |
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| October 12, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 October 11, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commis |
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| October 12, 2021 |
Press Release dated October 11, 2021 Exhibit 99.1 QualTek CEO Scott Hisey to Discuss Adapting to a Hybrid Workforce at Milken Institute Global Conference BLUE BELL, Pa., October 11, 2021 - QualTek, LLC, a leading turnkey provider of infrastructure services to the North American 5G wireless, telecom, and renewable energy sectors, announced today that CEO Scott Hisey will appear as a panelist at the Milken Institute Global Conference. |
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| October 4, 2021 |
QualTek Provides Business Update, Includes Q3 2021 Guidance Exhibit 99.1 QualTek Provides Business Update, Includes Q3 2021 Guidance Blue Bell, PA., October 4, 2021/ QualTek, LLC (the ?Company? or ?QualTek?), a leading provider of both turnkey infrastructure services to the North American 5G wireless, telecom, and renewable energy sectors, and recovery logistics services, is providing Q3 2021 Adjusted EBITDA guidance of $40 million to $42 million. ?We are |
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| October 4, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 October 4, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commiss |
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| August 26, 2021 |
Power of Attorney (included on the signature page to this Registration Statement on Form S-1).* TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on August 25, 2021 Registration No. 333- ??????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROTH CH ACQUISITION III CO.* (Exact Name of Registrant as Specified in its Charter) ? Delaware ? ? 6770 ? ? 83-3584928 ? ? (State or o |
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| August 26, 2021 |
Exhibit 99.1 Roth CH Acquisition III Co. Receives Noncompliance Notice Regarding Late Form 10-Q Filing From Nasdaq NEWPORT BEACH, Calif., August 26, 2021/BUSINESS WIRE/ - Roth CH Acquisition III Co. (Nasdaq: ?ROCR? or the ?Company?) announces that on August 25, 2021, as a result of its failure to timely file with the Securities and Exchange Commission ("SEC") its Quarterly Report on Form 10-Q for |
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| August 26, 2021 |
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 August 25, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commiss |
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| August 25, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40147 CUSIP NUMBER 77867Q 201 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transit |
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| August 11, 2021 |
QualTek First Half 2021 Business Update Exhibit 99.3 QualTek First Half 2021 Business Update August 11, 2021 Welcome to the QualTek 2021 first half 2021 business update. Disclaimer Please note that this call will include forward-looking statements regarding QualTek?s financial performance and operating results. These statements are based on management's current expectations, and actual results could differ from what is stated as a resul |
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| August 11, 2021 |
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 August 11, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commiss |
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| August 11, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? |
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| August 11, 2021 |
QualTek First Half 2021 Business Update EX-99.3 4 tm2124501d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 QualTek First Half 2021 Business Update August 11, 2021 Welcome to the QualTek 2021 first half 2021 business update. Disclaimer Please note that this call will include forward-looking statements regarding QualTek’s financial performance and operating results. These statements are based on management's current expectations, and actual result |
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| August 11, 2021 |
1 Addendum to Investor Presentation August 2021 EX-99.1 2 tm2124501d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 1 Addendum to Investor Presentation August 2021 2 Disclaimer THIS ADDENDUM TO INVESTOR PRESENTATION (THIS “ADDENDUM”) IS AN ADDENDUM TO THE INVESTOR PRESENTATION DATED JUNE 2021, FILED ON JUNE 16, 2021 AS EXHIBIT 99.3 TO THE CURRENT REPORT ON FOR M 8 - K FILED BY ROTH CH ACQUISITION III (“ ROCR ”). CAPITALIZED TERMS USED BUT NOT DEFINED HER |
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| August 11, 2021 |
Press Release dated August 11, 2021 Exhibit 99.2 QualTek Provides Business Update Business Update Includes Preliminary First Half 2021 Results, Updated CY 2021 and CY 2022 Guidance, and M&A Update Blue Bell, PA., August 11, 2021/ QualTek, LLC (the ?company? or ?QualTek?), a leading turnkey provider of infrastructure services to the North American 5G wireless, telecom, and renewable energy sectors, has provided a business update to d |
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| August 11, 2021 |
Addendum to Investor Presentation Exhibit 99.1 1 Addendum to Investor Presentation August 2021 2 Disclaimer THIS ADDENDUM TO INVESTOR PRESENTATION (THIS ?ADDENDUM?) IS AN ADDENDUM TO THE INVESTOR PRESENTATION DATED JUNE 2021, FILED ON JUNE 16, 2021 AS EXHIBIT 99.3 TO THE CURRENT REPORT ON FOR M 8 - K FILED BY ROTH CH ACQUISITION III (? ROCR ?). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN HAVE THE MEANINGS SET FORTH IN THE INVEST |
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| August 11, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 August 11, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 83-3584928 (State or other jurisdiction of incorporation) (Commiss |
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| August 11, 2021 |
Exhibit 99.2 QualTek Provides Business Update Business Update Includes Preliminary First Half 2021 Results, Updated CY 2021 and CY 2022 Guidance, and M&A Update Blue Bell, PA., August 11, 2021/ QualTek, LLC (the ?company? or ?QualTek?), a leading turnkey provider of infrastructure services to the North American 5G wireless, telecom, and renewable energy sectors, has provided a business update to d |
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| June 17, 2021 |
Exhibit 10.4 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the ?Investor Rights Agreement?), dated as of [l], 2021 (the ?Effective Date?), is made by and among (i) Roth CH Acquisition III Co., a Delaware corporation (?PubCo?); (ii) each of the parties listed on Schedule 1 attached hereto (eac |
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| June 17, 2021 |
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 June 16, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 85-3584928 (State or other jurisdiction of incorporation) (Commissio |
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| June 17, 2021 |
Exhibit 10.2 EXECUTION COPY BUYER VOTING AND SUPPORT AGREEMENT This BUYER VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is entered into this 16th day of June, 2021, by and among BCP QualTek HoldCo, LLC, a Delaware limited liability company (the ?Company?), BCP QualTek Investors, LLC, a Delaware limited liability company (the ?Blocker? and, together with the Company, the ?QualTek Parties?), and e |
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| June 17, 2021 |
Exhibit 10.1 TAX RECEIVABLE AGREEMENT by and among QualTek Services Inc. QualTek HoldCo, LLC, BCP QualTek, LLC, as TRA HOLDER REPRESENTATIVE, the several TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS FROM TIME TO TIME PARTY HERETO Dated as of [?], 2021 1 TABLE OF CONTENTS Page Article I. DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Rules of Construction 10 Article II. DETERMINATION |
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| June 17, 2021 |
Exhibit 10.1 TAX RECEIVABLE AGREEMENT by and among QualTek Services Inc. QualTek HoldCo, LLC, BCP QualTek, LLC, as TRA HOLDER REPRESENTATIVE, the several TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS FROM TIME TO TIME PARTY HERETO Dated as of [?], 2021 1 TABLE OF CONTENTS Page Article I. DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Rules of Construction 10 Article II. DETERMINATION |
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| June 17, 2021 |
Exhibit 10.6 FOUNDER SHARES FORFEITURE AND LOCK-UP AGREEMENT This Founder Shares Forfeiture and Lock-Up Agreement (this ?Agreement?) is entered into as of June 16, 2021, by and between Roth CH Acquisition III Co. (?ROCR?), BCP QualTek HoldCo, LLC (?QualTek?), and each of the stockholders of ROCR whose name appears on the signature pages to this Agreement (each, a ?Holder? and, collectively, the ?H |
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| June 17, 2021 |
? Exhibit 10.7 ? NOTE PURCHASE AGREEMENT ? This NOTE PURCHASE AGREEMENT (this ?Agreement?) is dated as of June 16, 2021, and is made by and among BCP QualTek HoldCo, LLC, a Delaware limited liability company (the ?Company?), and the purchaser of the Note(s) (as defined herein) listed on Exhibit A hereto (the ?Purchaser?), and Roth CH Acquisition III Co., a Delaware corporation (the ?SPAC?). ? RECI |
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| June 17, 2021 |
Exhibit 10.6 FOUNDER SHARES FORFEITURE AND LOCK-UP AGREEMENT This Founder Shares Forfeiture and Lock-Up Agreement (this ?Agreement?) is entered into as of June 16, 2021, by and between Roth CH Acquisition III Co. (?ROCR?), BCP QualTek HoldCo, LLC (?QualTek?), and each of the stockholders of ROCR whose name appears on the signature pages to this Agreement (each, a ?Holder? and, collectively, the ?H |
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| June 17, 2021 |
Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT BY AND AMONG ROTH CH ACQUISITION III CO., ROTH CH III BLOCKER MERGER SUB, LLC, BCP QUALTEK INVESTORS, LLC, ROTH CH III MERGER SUB, LLC, BCP QUALTEK HOLDCO, LLC, AND BCP QUALTEK, LLC, SOLELY IN ITS CAPACITY AS REPRESENTATIVE OF THE BLOCKER OWNERS AND THE COMPANY UNITHOLDERS DATED AS OF JUNE 16, 2021 TABLE OF CONTENTS Page ARTICLE I CERTAI |
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| June 17, 2021 |
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 June 16, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 85-3584928 (State or other jurisdiction of incorporation) (Commissio |
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| June 17, 2021 |
Form of Third Amended and Restated Limited Liability Company Agreement of QualTek HoldCo, LLC. Exhibit 10.5 FORM OF THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QUALTEK HOLDCO, LLC DATED AS OF [?], 2021 THE LIMITED LIABILITY COMPANY INTERESTS IN QUALTEK HOLDCO, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM TH |
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| June 17, 2021 |
Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of June 16, 2021 between Roth CH Acquisition III Co., a Delaware corporation (the ?Company?), and each of the several Purchasers signatory hereto (each such Purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Note Purchase Ag |
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| June 17, 2021 |
Exhibit 10.2 EXECUTION COPY BUYER VOTING AND SUPPORT AGREEMENT This BUYER VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is entered into this 16th day of June, 2021, by and among BCP QualTek HoldCo, LLC, a Delaware limited liability company (the ?Company?), BCP QualTek Investors, LLC, a Delaware limited liability company (the ?Blocker? and, together with the Company, the ?QualTek Parties?), and e |
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| June 17, 2021 |
Exhibit 10.10 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of June 16, 2021 between Roth CH Acquisition III Co., a Delaware corporation (the ?Company?), and each of the several subscribers signatory hereto (each such Subscriber, a ?Subscriber? and, collectively, the ?Subscribers?). This Agreement is made pursuant to the Subscriptio |
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| June 17, 2021 |
Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of June 16, 2021 between Roth CH Acquisition III Co., a Delaware corporation (the ?Company?), and each of the several Purchasers signatory hereto (each such Purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Note Purchase Ag |
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| June 17, 2021 |
Form of Subscription Agreement, by and between ROTH CH Acquisition III Co. and the PIPE Investors. Exhibit 10.9 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 16th day of June, 2021, by and between Roth CH Acquisition III Co., a Delaware corporation (the ?Company?), and the undersigned (?Subscriber?). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as de |
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| June 17, 2021 |
EX-10.7 9 tm2119598d1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 16, 2021, and is made by and among BCP QualTek HoldCo, LLC, a Delaware limited liability company (the “Company”), and the purchaser of the Note(s) (as defined herein) listed on Exhibit A hereto (the “Purchaser”), and Roth CH Acquisition III Co. |
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| June 17, 2021 |
Exhibit 10.3 [COMPANY // BLOCKER] VOTING AND SUPPORT AGREEMENT This [COMPANY // BLOCKER] VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is entered into this 16th day of June, 2021, by and among Roth CH Acquisition III Co., a Delaware corporation (the ?Buyer?), and the undersigned Holder (?Holder?). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed the |
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| June 17, 2021 |
Exhibit 10.10 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of June 16, 2021 between Roth CH Acquisition III Co., a Delaware corporation (the ?Company?), and each of the several subscribers signatory hereto (each such Subscriber, a ?Subscriber? and, collectively, the ?Subscribers?). This Agreement is made pursuant to the Subscriptio |
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| June 17, 2021 |
Form of Third Amended and Restated Limited Liability Company Agreement of QualTek HoldCo, LLC. Exhibit 10.5 FORM OF THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QUALTEK HOLDCO, LLC DATED AS OF [?], 2021 THE LIMITED LIABILITY COMPANY INTERESTS IN QUALTEK HOLDCO, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM TH |
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| June 17, 2021 |
EX-2.1 2 tm2119598d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT BY AND AMONG ROTH CH ACQUISITION III CO., ROTH CH III BLOCKER MERGER SUB, LLC, BCP QUALTEK INVESTORS, LLC, ROTH CH III MERGER SUB, LLC, BCP QUALTEK HOLDCO, LLC, AND BCP QUALTEK, LLC, SOLELY IN ITS CAPACITY AS REPRESENTATIVE OF THE BLOCKER OWNERS AND THE COMPANY UNITHOLDERS DATED AS OF JUNE 16, 20 |
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| June 17, 2021 |
Exhibit 10.3 [COMPANY // BLOCKER] VOTING AND SUPPORT AGREEMENT This [COMPANY // BLOCKER] VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into this 16th day of June, 2021, by and among Roth CH Acquisition III Co., a Delaware corporation (the “Buyer”), and the undersigned Holder (“Holder”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed the |
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| June 17, 2021 |
Form of Subscription Agreement, by and between ROTH CH Acquisition III Co. and the PIPE Investors. Exhibit 10.9 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 16th day of June, 2021, by and between Roth CH Acquisition III Co., a Delaware corporation (the ?Company?), and the undersigned (?Subscriber?). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as de |
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| June 17, 2021 |
EX-10.4 6 tm2119598d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Investor Rights Agreement”), dated as of [l], 2021 (the “Effective Date”), is made by and among (i) Roth CH Acquisition III Co., a Delaware corporation (“PubCo”); (ii) each of the part |
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| June 16, 2021 |
Exhibit 99.1 QualTek to Go Public in Merger with Roth CH Acquisition III Co., Providing Growth Capital to a Leading 5G and Renewables Infrastructure Services Provider The transaction values the combined company at an enterprise value of $829 million and is expected to provide approximately $225 million in gross proceeds to QualTek Transaction includes a $44 million private placement as well as a f |
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| June 16, 2021 |
Exhibit 99.2 C O R P O R A T E P A R T I C I P A N T S John Lipman, Co-Chief Executive Officer and Director, RothCH Acquisition Corp. III Scott Hisey, Founder and Chief Executive Officer, QualTek Adam Spittler, Chief Financial Officer, QualTek P R E S E N T A T I O N John Lipman Thanks for joining us today. My name is John Lipman. I?m the Co-CEO and Director of RothCH Acquisition Corp. III. We?re |
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| June 16, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 June 16, 2021 Date of Report (Date of earliest event reported) Roth CH Acquisition III Co. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40147 85-3584928 (State or other jurisdiction of incorporation) (Commissio |
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| June 16, 2021 |
Exhibit 99.3 1 Investor Presentation June 2021 2 Disclaimer THIS PRESENTATION (THIS ?PRESENTATION?) IS PROVIDED FOR INFORMATION PURPOSES ONLY AND HAS BEEN PREPARED TO ASSIST INTERESTED PAR TIES IN MAKING THEIR OWN EVALUATION WITH RESPECT TO A POTENTIAL BUSINESS COMBINATION BETWEEN ROTH CH ACQUISITION III CO. (?ROCR?) AND BCP QUALTEK HOLDCO, LLC (TOGETHER WITH ITS DIRECT AND INDIRECT SUBSIDIARIES, |
