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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