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OFFON

ROTH CH ACQUISITION III CO.

(ROCR)
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ROTH CH ACQUISITION III CO : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

10/04/2021 | 09:09am EST

Item 7.01. Regulation FD Disclosure.

As previously announced, (i) Roth CH Acquisition III Co., a Delaware corporation ("ROCR" or "Buyer"), (ii) Roth CH III Blocker Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Buyer ("Blocker Merger Sub"), (iii) BCP QualTek Investors, LLC, a Delaware limited liability company (the "Blocker"), (iv) Roth CH III Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Buyer ("Company Merger Sub"), (v) BCP QualTek HoldCo, LLC, a Delaware limited liability company ("QualTek"), and (vi) BCP QualTek, LLC, a Delaware limited liability company, solely in its capacity as representative of the Blocker's equityholders and QualTek's equityholders, have entered into a Business Combination Agreement (the "Business Combination Agreement"). Pursuant to the terms of the Business Combination Agreement, (i) Blocker Merger Sub will be merged with and into the Blocker, with the Blocker surviving as a wholly owned subsidiary of ROCR, (ii) immediately thereafter, the Blocker will be merged with and into ROCR, with ROCR as the surviving company, and (iii) immediately thereafter, Company Merger Sub will be merged with and into QualTek, with QualTek as the surviving company (such mergers and the other transactions contemplated by the Business Combination Agreement, the "Business Combination").

On October 4, 2021, ROCR made available a press release with a business update from QualTek. A copy of the press release is attached hereto as Exhibit 99.1. The exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Additional Information and Where to Find It

In connection with the proposed Business Combination, ROCR has filed a preliminary proxy statement with the Securities and Exchange Commission ("SEC") (as amended or supplemented from time to time, the "proxy statement") to be distributed to holders of ROCR's common stock in connection with ROCR's solicitation of proxies for the vote by ROCR's stockholders with respect to the proposed Business Combination and other matters as described in the proxy statement. ROCR urges investors, stockholders, and other interested persons to read the proxy statement as well as other documents filed with the SEC because these documents contain important information about ROCR, QualTek and the proposed Business Combination. A definitive proxy statement will be mailed to stockholders of ROCR as of a record date to be established for voting on the proposed Business Combination and related matters.

Stockholders will also be able to obtain a copy of the definitive proxy statement, without charge by directing a request to: Roth CH Acquisition III Co., 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660. The preliminary and definitive proxy statement, once available, can also be obtained, without charge, at the SEC's website (www.sec.gov).

Participants in the Solicitation

ROCR, QualTek, their affiliates and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposals under the rules of the SEC. Information about the directors and executive officers of ROCR and their ownership is set forth in ROCR's filings with the SEC, including the proxy statement. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of ROCR in connection with the proposals is set forth in the proxy statement. These documents can be obtained free of charge from the sources indicated above.









Non-Solicitation


This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combinatikon and related transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of ROCR or QualTek, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a definitive prospectus meeting the requirements of the Securities Act.



Forward-Looking Statements


This Current Report on Form 8-K and the attachment hereto contain forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements about the parties' ability to close the proposed Business Combination and related transactionss, the anticipated benefits of the proposed Business Combination and related transactionss, and the financial condition, results of operations, earnings outlook and prospects of ROCR and/or QualTek, and may include statements for the period following the consummation of the proposed Business Combination and related transactionss. Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of ROCR and QualTek, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with the SEC by ROCR and the following:



     · expectations regarding QualTek's strategies and future financial
       performance, including its future business plans or objectives,
       prospective performance and opportunities and competitors, revenues,
       products and services, pricing, operating expenses, market trends,
       liquidity, cash flows and uses of cash, capital expenditures, and
       QualTek's ability to invest in growth initiatives and pursue acquisition
       opportunities;

     · the occurrence of any event, change or other circumstances that could give
       rise to the termination of the Business Combination Agreement;

     · the outcome of any legal proceedings that may be instituted against ROCR
       or QualTek following announcement of the Business Combination Agreement
       and the transactions contemplated therein;

     · the inability to complete the proposed Business Combination due to, among
       other things, the failure to obtain ROCR stockholder approval or ROCR's
       inability to obtain the financing necessary to consummate the Business
       Combination;

     · the risk that the announcement and consummation of the proposed Business
       Combination disrupts QualTek's current operations and future plans;

     · the ability to recognize the anticipated benefits of the proposed Business
       Combination;

     · unexpected costs related to the proposed Business Combination;

     · the amount of any redemptions by existing holders of ROCR's common stock
       being greater than expected;

     · limited liquidity and trading of ROCR's securities;

     · geopolitical risk and changes in applicable laws or regulations;

     · the possibility that ROCR and/or QualTek may be adversely affected by
       other economic, business, and/or competitive factors;

     · operational risk;

     · risk that the COVID-19 pandemic, and local, state, and federal responses
       to addressing the pandemic may have an adverse effect on our business
       operations, as well as our financial condition and results of operations;
       and

     · the risks that the consummation of the proposed Business Combination is
       substantially delayed or does not occur.









Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of ROCR and QualTek prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

Any financial projections in this Current Report Form 8-K and the attachment hereto are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond ROCR's and QualTek's control. While all projections are necessarily speculative, ROCR and QualTek believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this Current Report on Form 8-K or the attachment hereto should not be regarded as an indication that ROCR and QualTek, or their representatives, considered or consider the projections to be a reliable prediction of future events.

Annualized, pro forma, projected and estimated numbers, including as to value, are used for illustrative purpose only, are not forecasts and may not reflect actual results.

All subsequent written and oral forward-looking statements concerning the proposed Business Combination or other matters addressed in this Current Report on Form 8-K and attributable to ROCR, QualTek or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Current Report on Form 8-K. Except to the extent required by applicable law or regulation, ROCR and QualTek undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K to reflect the occurrence of unanticipated events.



Non-GAAP Financial Measures


Exhibit 99.1 to this Current Report on Form 8-K references Adjusted EBITDA which is a financial measure that is not prepared in accordance with United States generally accepted accounting principles ("GAAP"). This non-GAAP financial measure does not have a standardized meaning, and the definition of Adjusted EBITDA used by QualTek may be different from other, similarly named non-GAAP financial measures used by others. In addition, such financial information is unaudited and does not conform to SEC Regulation S-X and as a result such information may be presented differently in future filings by QualTek with the SEC. Although QualTek does provide guidance for Adjusted EBITDA, it is not able to forecast the most directly comparable measures calculated and presented in accordance with GAAP without unreasonable effort. Certain elements of the composition of the GAAP amounts are not predictable, making it impracticable for QualTek to forecast. As a result, no GAAP guidance or reconciliation of QualTek's Adjusted EBITDA guidance is provided. For the same reasons, QualTek is unable to assess the probable significance of the unavailable information, which could have a potentially significant impact on its future GAAP financial results. Further information on this non-GAAP financial measure is included in the proxy statement.

Item 9.01. Financial Statements and Exhibits.




Exhibit
No.        Description
  99.1       Press Release dated October 4, 2021
104        Cover Page Interactive Data File - the cover page XBRL tags are
           embedded within the Inline XBRL document.

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Financials (USD)
Sales 2020 - - -
Net income 2020 0,00 M - -
Net Debt 2020 0,00 M - -
P/E ratio 2020 -
Yield 2020 -
Capitalization 147 M 147 M -
EV / Sales 2019 -
EV / Sales 2020 -
Nbr of Employees -
Free-Float 76,9%
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Consensus
Sell
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Mean consensus BUY
Number of Analysts 1
Last Close Price 9,93 $
Average target price 13,00 $
Spread / Average Target 30,9%
Managers and Directors
Byron Clarence Roth Chairman & Co-Chief Executive Officer
John C. Lipman Co-Chief Executive Officer & Director
Aaron M. Gurewitz Co-President
William Frederick Hartfiel Co-President
Gordon James Roth Chief Financial Officer
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