Item 8.01.Other Events.
On February 14, 2022, QualTek Services, Inc (the "Company", formerly known as
Roth CH Acquisition III Co.) consummated its acquisition of QualTek Holdco, LLC
(the "Business Combination"). As a result of the Business Combination, the
shares and corresponding equity amounts and loss per share related to the
Company's Class A Units prior to the Business Combination have been
retroactively recast to reflect the post-Business Combination common stock
capital structure in the audited consolidated financial statements of QualTek
Holdco, LLC as of and for the years ended December 31, 2021 and 2020. The
retrospective recast of equity amounts had no effect on the reported results of
operations or cash flows.
This Current Report on Form 8-K, including Exhibit 99.1 hereto, is being filed
solely to recast financial information and related disclosures contained in the
Company's Current Report on Form 8-K/A (the "8-K/A"), originally filed with the
Securities and Exchange Commission (the "SEC"), to reflect post-Business
Combination common stock capital structure.
Except as specifically set forth in Exhibit 99.1, no revisions have been made to
the 8-K/A to update for other information, developments or events that have
occurred since the 8-K/A was filed with the SEC. This Form 8-K does not purport
to update the "Unaudited pro forma condensed combined financial information" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" sections included in the 8-K/A. Exhibit 99.1 should be read in
conjunction with the 8-K/A and subsequent filings with the SEC, including our
Form 10-Qs for the quarters ended April 2, 2022 and July 2, 2022 and our Current
Reports on Form 8-K. These subsequent SEC filings contain important information
regarding forward-looking statements, events, developments, and updates
affecting us and our expectations that have occurred since the filing of the
8-K/A. The information contained in Exhibit 99.1 is not an amendment to, or a
restatement of, the 8-K/A.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. Description
23.1 Consent of RSM US LLP.
99.1 Recast audited financial statements of QualTek Holdco, LLC as of and
for the years ended December 31, 2021 and 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
2
© Edgar Online, source Glimpses