287500028750000.250.250028750002875000P5D11117004111176250.000.000.000.0036659960325330925000000.160.000.190.00250003724393P10D0.5111170041111762536659960325330925000000.160.190.00287500037243932875000000.250001839412S-1/AtrueRoth CH Acquisition III Co0001839412rocru:PublicWarrantsMember2021-06-300001839412rocru:PublicWarrantsMember2020-12-310001839412rocru:MergerAgreementWithMergerSubAndQualtekMemberrocru:PipeSubscriptionAgreementsMember2021-01-012021-06-300001839412us-gaap:RetainedEarningsMember2021-06-300001839412us-gaap:AdditionalPaidInCapitalMember2021-06-300001839412us-gaap:RetainedEarningsMember2021-03-310001839412us-gaap:AdditionalPaidInCapitalMember2021-03-310001839412us-gaap:RetainedEarningsMember2020-12-310001839412us-gaap:AdditionalPaidInCapitalMember2020-12-310001839412us-gaap:RetainedEarningsMember2020-06-300001839412us-gaap:AdditionalPaidInCapitalMember2020-06-300001839412us-gaap:RetainedEarningsMember2020-03-310001839412us-gaap:AdditionalPaidInCapitalMember2020-03-3100018394122020-03-310001839412us-gaap:RetainedEarningsMember2019-12-310001839412us-gaap:AdditionalPaidInCapitalMember2019-12-310001839412us-gaap:RetainedEarningsMember2019-02-120001839412us-gaap:AdditionalPaidInCapitalMember2019-02-120001839412rocru:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001839412rocru:PrivatePlacementWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-3000018394122021-03-3100018394122021-03-050001839412us-gaap:OverAllotmentOptionMember2021-03-050001839412us-gaap:IPOMember2021-03-050001839412rocru:BlockerOwnerEarnoutSharesMemberus-gaap:CommonClassAMember2021-06-300001839412us-gaap:CommonStockMember2021-06-300001839412rocru:FlowThroughSellerConsiderationMember2021-06-300001839412rocru:EarnoutCommonUnitsMember2021-06-300001839412rocru:BlockerOwnerConsiderationMember2021-06-300001839412us-gaap:CommonStockMember2021-03-310001839412us-gaap:CommonStockMember2020-12-310001839412us-gaap:CommonStockMember2020-06-300001839412us-gaap:CommonStockMember2020-03-310001839412us-gaap:CommonStockMember2019-12-310001839412us-gaap:CommonStockMember2019-02-120001839412rocru:PromissoryNoteWithRelatedPartyMember2020-01-012020-12-310001839412rocru:PrivatePlacementWarrantsMemberus-gaap:PrivatePlacementMember2021-01-012021-06-300001839412us-gaap:PrivatePlacementMember2020-01-012020-12-310001839412us-gaap:CommonClassBMember2019-02-012019-02-280001839412rocru:CommonClassaNotSubjectToRedemptionMember2021-04-012021-06-300001839412rocru:CommonClassaNotSubjectToRedemptionMember2021-01-012021-06-300001839412rocru:CommonClassaNotSubjectToRedemptionMember2020-04-012020-06-300001839412rocru:CommonClassaSubjectToRedemptionMember2020-01-012020-06-300001839412rocru:CommonClassaNotSubjectToRedemptionMember2020-01-012020-06-300001839412us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputSharePriceMember2021-06-300001839412us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMember2021-06-300001839412us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMember2021-06-300001839412us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMember2021-06-300001839412us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExercisePriceMember2021-06-300001839412us-gaap:FairValueInputsLevel3Memberrocru:MeasurementInputProbabilityOfCompletingBusinessCombinationMember2021-06-300001839412us-gaap:FairValueInputsLevel3Memberrocru:MeasurementInputFairValueOfPublicWarrantsMember2021-06-300001839412us-gaap:FairValueInputsLevel3Memberrocru:MeasurementInputFairValueOfPrivateWarrantsMember2021-06-300001839412us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputSharePriceMember2021-03-050001839412us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputRiskFreeInterestRateMember2021-03-050001839412us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMember2021-03-050001839412us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExpectedDividendRateMember2021-03-050001839412us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputExercisePriceMember2021-03-050001839412us-gaap:FairValueInputsLevel3Memberrocru:MeasurementInputProbabilityOfCompletingBusinessCombinationMember2021-03-050001839412us-gaap:FairValueInputsLevel3Memberrocru:MeasurementInputFairValueOfPublicWarrantsMember2021-03-050001839412us-gaap:FairValueInputsLevel3Memberrocru:MeasurementInputFairValueOfPrivateWarrantsMember2021-03-0500018394122021-02-2400018394122021-02-090001839412rocru:FounderSharesMember2020-09-262020-09-2600018394122020-05-262020-05-260001839412rocru:PrivatePlacementWarrantsMemberus-gaap:PrivatePlacementMember2021-03-310001839412rocru:PublicWarrantsMemberus-gaap:IPOMember2021-06-300001839412us-gaap:IPOMember2020-12-3100018394122020-06-3000018394122019-02-120001839412rocru:FifthAnniversaryDateMemberrocru:BusinessCombinationAgreementMemberrocru:EarnoutSharesAndEarnoutCommonUnitsMember2021-06-300001839412rocru:FifthAnniversaryDate1Memberrocru:BusinessCombinationAgreementMemberrocru:EarnoutSharesAndEarnoutCommonUnitsMember2021-06-300001839412rocru:MergerAgreementWithMergerSubAndQualtekMemberrocru:PrePipeInvestmentConvertibleNotesOfferingMember2021-06-300001839412rocru:BusinessCombinationAgreementMemberrocru:FlowThroughSellerConsiderationMember2021-06-300001839412rocru:BusinessCombinationAgreementMemberrocru:BlockerOwnerConsiderationMember2021-06-300001839412rocru:MergerAgreementWithMergerSubAndQualtekMemberrocru:PipeSubscriptionAgreementsMember2021-06-300001839412us-gaap:OverAllotmentOptionMember2021-03-052021-03-050001839412rocru:FounderSharesMember2021-02-092021-02-090001839412rocru:FounderSharesMember2021-02-012021-02-280001839412rocru:FounderSharesMember2020-05-262020-05-260001839412rocru:FounderSharesMember2021-01-012021-06-300001839412rocru:FounderSharesMember2020-01-012020-12-310001839412rocru:FounderSharesMember2021-02-242021-02-240001839412rocru:FounderSharesMember2019-02-012019-02-280001839412us-gaap:IPOMember2021-03-052021-03-050001839412rocru:PrivatePlacementWarrantsMember2021-01-012021-06-300001839412rocru:PublicWarrantsMemberus-gaap:IPOMember2020-01-012020-12-310001839412rocru:FounderSharesMember2021-02-240001839412rocru:FounderSharesMember2019-02-280001839412us-gaap:PrivatePlacementMember2021-06-300001839412rocru:PublicWarrantsMemberus-gaap:IPOMember2021-01-012021-06-300001839412us-gaap:IPOMember2020-01-012020-12-310001839412rocru:PublicWarrantsMember2021-01-012021-06-300001839412rocru:PublicWarrantsMember2020-01-012020-12-310001839412us-gaap:RetainedEarningsMember2020-04-012020-06-300001839412us-gaap:CommonStockMember2020-04-012020-06-300001839412us-gaap:AdditionalPaidInCapitalMember2020-04-012020-06-3000018394122020-04-012020-06-300001839412us-gaap:RetainedEarningsMember2020-01-012020-12-310001839412us-gaap:CommonStockMember2020-01-012020-12-310001839412us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001839412us-gaap:RetainedEarningsMember2020-01-012020-03-310001839412us-gaap:CommonStockMember2020-01-012020-03-310001839412us-gaap:AdditionalPaidInCapitalMember2020-01-012020-03-3100018394122020-01-012020-03-310001839412us-gaap:RetainedEarningsMember2019-02-132019-12-310001839412us-gaap:CommonStockMember2019-02-132019-12-310001839412us-gaap:AdditionalPaidInCapitalMember2019-02-132019-12-3100018394122019-02-132019-12-310001839412rocru:RelatedPartyLoansMember2021-06-300001839412us-gaap:OverAllotmentOptionMember2020-12-310001839412rocru:PromissoryNoteWithRelatedPartyMember2020-12-150001839412rocru:CommonClassaSubjectToRedemptionMember2021-04-012021-06-300001839412rocru:CommonClassaSubjectToRedemptionMember2021-01-012021-06-300001839412rocru:CommonClassaSubjectToRedemptionMember2020-04-012020-06-300001839412us-gaap:OverAllotmentOptionMember2020-01-012020-12-310001839412rocru:DirectorNomineesAndAffliatesMember2021-02-012021-02-280001839412rocru:FifthAnniversaryDateMemberrocru:BusinessCombinationAgreementMemberrocru:EarnoutSharesAndEarnoutCommonUnitsMember2021-01-012021-06-300001839412rocru:FifthAnniversaryDate1Memberrocru:BusinessCombinationAgreementMemberrocru:EarnoutSharesAndEarnoutCommonUnitsMember2021-01-012021-06-3000018394122021-02-092021-02-090001839412us-gaap:RetainedEarningsMember2021-04-012021-06-300001839412us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300001839412us-gaap:RetainedEarningsMember2021-01-012021-03-310001839412us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-3100018394122021-01-012021-03-310001839412us-gaap:CommonStockMember2021-04-012021-06-300001839412us-gaap:CommonStockMember2021-01-012021-03-310001839412rocru:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceeds18.00Memberrocru:PublicWarrantsMember2021-01-012021-06-300001839412rocru:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceeds18.00Memberrocru:PublicWarrantsMember2020-01-012020-12-310001839412rocru:PrivatePlacementWarrantsMemberus-gaap:PrivatePlacementMember2021-06-300001839412rocru:PrivatePlacementWarrantsMemberus-gaap:PrivatePlacementMember2020-12-310001839412us-gaap:PrivatePlacementMember2020-12-3100018394122020-01-012020-06-3000018394122021-04-012021-06-3000018394122021-03-062021-03-310001839412us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-01-012021-06-300001839412us-gaap:FairValueMeasurementsRecurringMember2021-01-012021-06-3000018394122020-01-012020-12-310001839412rocru:FounderSharesMember2021-02-280001839412rocru:FounderSharesMember2021-02-0900018394122021-06-3000018394122020-12-3100018394122019-12-3100018394122021-01-012021-06-30iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesrocru:Dxbrli:purerocru:item

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

(State or other jurisdiction of

(Primary Standard Industrial

(I.R.S. Employer

incorporation or organization)

Classification Code Number)

Identification No.)

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660 (949) 720-5700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Gordon Roth

Co-Chief Financial Officer

Roth CH Acquisition III Co.

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

(949) 720-5700

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Mitchell Nussbaum, Esq.

Tim Cruickshank, Esq.

Janeane R. Ferrari, Esq.

Kirkland & Ellis LLP

Loeb & Loeb LLP

601 Lexington Avenue

345 Park Avenue

New York, New York 10022

New York, NY 10154

(212) 446-4800

Phone: (212) 407-4000

Approximate date of commencement of proposed sale to public: From time to time after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

Table of Contents

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered(1)

Amount Being Registered(2)

Proposed Maximum Offering Price Per Security

Proposed Maximum Aggregate Offering Price

Amount of Registration Fee

Shares of Class A common stock, $0.0001 par value (“Class A Common Stock”)

12,160,000

$9.87(3)

$120,019,200

$13,094.10(4)

(1)

All securities being registered will be issued by Roth CH Acquisition III Co., a Delaware corporation (“ROCR”), in connection with ROCR’s previously announced proposed initial business combination (the “Business Combination”) with BCP QualTek HoldCo, LLC (“QualTek”), pursuant to which (i) Roth CH III Blocker Merger Sub, LLC (“Blocker Merger Sub”) will be merged with and into BCP QualTek Investors, LLC (“Blocker”), with the Blocker surviving as a wholly owned subsidiary of ROCR, (ii) immediately thereafter, Blocker will be merged with and into ROCR, with ROCR as the surviving company, and (iii) immediately thereafter, Roth CH III Merger Sub, LLC (“Company Merger Sub”) will be merged with and into QualTek, with QualTek as the surviving company.

(2)

Represents the resale of 5,550,000 shares of Class A Common Stock underlying convertible notes of QualTek (the “Pre-PIPE Notes”) issued to certain accredited investors (the “Pre-PIPE Investors”) in a private placement (the “Pre-PIPE Investment”) and 6,610,000 shares of Class A Common Stock to be issued to certain accredited investors (the “PIPE Investors”) in a private placement (the “PIPE Investment”) upon the closing of the Business Combination. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional shares of Common Stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.

(3)

Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $9.87, which is the average of the high and low prices of shares of ROCR Common Stock on August 24, 2021 (such date being within five business days of the date that this registration statement was filed with the U.S. Securities and Exchange Commission (the “SEC”)) on The Nasdaq Capital Market.

(4)

Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a) of the Securities Act, may determine.

*

Upon the closing of the Business Combination, the name of Roth CH Acquisition III Co. is expected to change to QualTek Services Inc.

Table of Contents

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED NOVEMBER 3, 2021

ROTH CH ACQUISITION III CO.

12,160,000 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”) issued pursuant to the terms of (a) those certain Note Purchase Agreements entered into by and among QualTek, ROCR and the Pre-PIPE Investors dated as of June 16, 2021 (the “Note Purchase Agreement”), pursuant to which QualTek issued to such subscribers $44.4 million of Pre-PIPE Notes that automatically convert into the Class A Common Stock at $8.00 per share upon consummation of the Business Combination, and (b) subscription agreements with the PIPE Subscribers dated as of June 16, 2021, pursuant to which, among other things, ROCR agreed to issue and sell, in a private placement to close immediately prior to the Closing, an aggregate of 6,610,000 shares of ROCR Common Stock for $10.00 per share for a total of $66.1 million.

As described herein, the selling securityholders named in this prospectus or their permitted transferees (collectively, the “Selling Stockholders”), may sell from time to time up to 12,160,000 shares of Class A Common Stock, including 5,550,000 shares of Class A Common Stock issuable upon the automatic conversion of the Pre-PIPE Notes issued to certain accredited investors in the Pre-PIPE Investment and 6,610,000 shares of Class A Common Stock issued to certain accredited investors in the PIPE Investment upon the Closing of the Business Combination.

The Pre-PIPE Investment and PIPE Investment are being conducted in connection with a Business Combination by and among (i) ROCR, Roth CH III Blocker Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of ROCR (“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”, and together with ROCR and the Blocker Merger Sub, the “Buyer Parties”), (v) BCP QualTek HoldCo, LLC, a Delaware limited liability company ( “QualTek” or the “Company”), 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 (the “Equityholder Representative”), pursuant to which (i) the Blocker Merger Sub will be merged with and into the Blocker, with the Blocker as the surviving company (the “Blocker Merger”), (ii) immediately after the Blocker Merger, the Blocker will be merged with and into ROCR, with ROCR as the surviving company (the “Buyer Merger”), and (iii) immediately after the Buyer Merger, the Company Merger Sub will be merged with and into the Company, with the Company as the surviving company (the “QualTek Merger”) and (b) such mergers and the other transactions contemplated by the Business Combination Agreement (the “Business Combination”). It is anticipated that the Business Combination will be consummated on or about the date of effectiveness of the registration statement of which this prospectus forms a part. Upon consummation of the Business Combination described herein, ROCR will be renamed QualTek Services Inc. (“QSI”).

We will bear all costs, expenses and fees in connection with the registration of Class A Common Stock and will not receive any proceeds from the sale of Class A Common Stock. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of Class A Common Stock.

Upon the consummation of the Business Combination, our Class A Common Stock and warrants will begin trading on The Nasdaq Global Market (“Nasdaq”) under the proposed symbols “QTEK” and “QTEKW,” respectively.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

Investing in our Class A Common Stock is highly speculative and involves a high degree of risk. See “Risk Factors.”

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of Class A Common Stock or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is     , 2021

Table of Contents

TABLE OF CONTENTS

    

Page

About This Prospectus

ii

Frequently Used Terms

1

Cautionary Note Regarding Forward-Looking Statements

3

Prospectus Summary

5

Selected Consolidated Financial and Other Data of Qualtek

12

Risk Factors

13

Use of Proceeds

35

Unaudited Pro Forma Condensed Combined Financial Information

43

Management’s Discussion and Analysis of Financial Condition and Results of Operations of QualTek

48

Description of QualTek’s Business

63

Management of the Combined Company

75

Executive Compensation

81

Principal Stockholders

93

Certain Relationships and Related Party Transactions

96

Description of Capital Stock

102

Material U.S. Federal Income Tax Consequences for Non U.S. Holders of Class A Common Stock

111

Selling Stockholders

109

Plan of Distribution

118

Experts

120

Legal Matters

120

Where You Can Find More Information

120

Index to Financial Statements

F-1

i

Table of Contents

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. By using a shelf registration statement, the Selling Stockholders may sell up to 12,160,000 shares of Class A Common Stock from time to time in one or more offerings as described in this prospectus. We will not receive any proceeds from the sale of Class A Common Stock by the Selling Stockholders.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment, as the case may be, may add, update or change information contained in this prospectus with respect to such offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any of the Class A Common Stock, you should carefully read this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, together with the additional information described under “Where You Can Find More Information.”

Neither we, nor the Selling Stockholders, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the Selling Stockholders will not make an offer to sell the Class A Common Stock in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, is accurate only as of the date on the respective cover. Our business, prospects, financial condition or results of operations may have changed since those dates. This prospectus contains, and any prospectus supplement or post-effective amendment may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable. Accordingly, investors should not place undue reliance on this information.

ii

Table of Contents

FREQUENTLY USED TERMS

Unless otherwise stated in this prospectus, the terms “we,” “us,” “our” or “ROCR” refer to Roth CH Acquisition III Co., a Delaware corporation. In addition, in this prospectus:

Amended and Restated Bylaws” means the Amended and Restated Bylaws of the Combined Company.

Blocker” refers to BCP QualTek Investors, LLC, a Delaware limited liability company.

Board” means the board of directors of ROCR prior to the Business Combination, and following the Business Combination, of the Combined Company.

Business Combination” means the business combination pursuant to the Business Combination Agreement.

Class A Common Stock” means the Class A common stock, $0.0001 par value, of the Combined Company.

Class B Common Stock” means the Class B common stock, $0.0001 par value, of the Combined Company.

Closing” means the closing of the Business Combination.

Charter” means the Second Amended and Restated Certificate of Incorporation of the Combined Company.

Code” means the Internal Revenue Code of 1986, as amended.

Combined Company” or “QSI” means ROCR after the Business Combination, renamed QualTek Services Inc., and, as the context requires, its consolidated subsidiaries.

Combined Company’s Common Stock” means the Class A Common Stock and the Class B Common Stock.

Craig-Hallum” means Craig-Hallum Capital Group LLC.

DGCL” means the Delaware General Corporation Law, as amended.

Effective Time” means the time at which the Business Combination became effective pursuant to its terms.

Founder Shares” means the outstanding shares of our Common Stock held by the Sponsor, our directors and affiliates of our management team since February 13, 2019.

Initial Stockholders” or ‘ROCR’s Initial Stockholders’ means the holders of ROCR shares prior to the IPO.

Investor Rights Agreement” means the investor rights agreement to be entered at Closing by and between ROCR (and subsequent to the Business Combination, the Combined Company), certain Sellers as set forth therein, the Equity Representative, the Sponsors, Sponsor Representative, and certain Other Holders (all as defined therein), a form of which is attached hereto as Exhibit 10.11.

Notes Issuer” refers to BCP QualTek Holdco, LLC.

Note Purchase Agreements” means the Note Purchase Agreements, dated June 16, 2021, among the Notes Issuer, ROCR and the Pre-PIPE Investors.

PIPE Investment” has the meaning ascribed to such term in the Business Combination Agreement.

Pre-PIPE Notes” refers to the convertible notes of BCP QualTek Holdco, LLC, as the issuer in an aggregate principal amount of $44.4 million in the Pre-PIPE Investment.

1

Table of Contents

PIPE Registration Rights Agreement” means the registration rights agreement, dated June 16, 2021, between ROCR and the PIPE Investors.

Pre-PIPE Investment” refers to the private placement of convertible notes of QualTek, as Notes Issuer, in an aggregate principal amount of $44.4 million (“Pre-PIPE Notes”), issuable pursuant to the Note Purchase Agreement.

Pre-PIPE Registration Rights Agreement” means the registration rights agreement, dated June 16, 2021, between ROCR and the Pre-PIPE Investors.

Private Placement” refers to the private placements described in ROCR’s Registration Statement on Form S-1 (as amended) (SEC File No. 333-252044), initially filed by ROCR with the SEC on January 12, 2021.

Private Units” refers to the 408,000 units sold by ROCR at a price of $10.00 per unit, in the Private Placement.

Public Shares” means Common Stock underlying the Units sold in the ROCR IPO.

public stockholders” means the public stockholders in the ROCR IPO.

QualTek” means BCP QualTek HoldCo, LLC, a Delaware limited liability company, and, as the context requires, its consolidated subsidiaries.

QualTek Equityholders” refers to the Company Equityholders (as defined in the Business Combination Agreement).

QualTek Common Units” refers to the Common Units as defined in the Third Amended and Restated LLCA.

Redemption” means the right of the holders of Public Shares to have their shares redeemed in accordance with the procedures set forth in this prospectus.

Reorganization Transactions” refers to the Reorganization Transactions as defined in the Tax Receivable Agreement.

ROCR” means ROTH CH Acquisition III Co.

ROCR Common Stock” or “Common Stock” means, prior to the Business Combination, the common stock of ROCR, $0.0001 par value per share, and following the Business Combination, Combined Company’s Common Stock.

ROCR IPO” or “IPO” means ROCR’s initial public offering registered on ROCR’s Form S-1 (as amended) (SEC File No. 333-252044), initially filed by ROCR with the SEC on January 12, 2021.

Roth” means Roth Capital Partners, LLC.

SEC” means the United States Securities and Exchange Commission.

Sponsor” means CR Financial Holdings, Inc., an entity affiliated with Roth Capital Partners, LLC.

Subscription Agreements” means the subscription agreements, dated June 16, 2021, by and between certain accredited investors and ROCR.

Tax Receivable Agreement” refers to that certain Tax Receivable Agreement to be entered into at the Closing of the Business Combination.

Third Amended and Restated LLCA” refers to that certain Third Amended and Restated Limited Liability Company Operating Agreement of QualTek.

TRA Holder Representative” refers to the TRA Holder Representative as defined in the Tax Receivable Agreement.

TRA Holders” refers to the TRA Holders as defined in the Tax Receivable Agreement.

2

Table of Contents

Trust Account” means the Trust Account of ROCR, which held the net proceeds of the ROCR IPO and the sale of the Private Units, together with interest earned thereon, less amounts released to pay franchise and income tax obligations.

Unit” means a unit consisting of one share of Common Stock and one-quarter of one redeemable warrant.

Warrant” means a warrant to purchase one share of Common Stock at a price of $11.50 per whole share, (subject to adjustment).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains 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 anticipated benefits of the Business Combination and the financial condition, results of operations, earnings outlook and prospects of QualTek and may include statements for the period following the consummation of the Business Combination. 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 include, but are not limited to, 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 highly competitive industries that QualTek serves, which are also subject to rapid technological and regulatory changes, as well as customer consolidation;
unfavorable market conditions, market uncertainty, public health outbreaks such as the COVID-19 pandemic and/or economic downturns;
failure to properly manage projects, or project delays;
failure to recover adequately on charges against project owners, subcontractors or suppliers for payment or performance;
the loss of one or more key customers, or a reduction in their demand for QualTek’s services;
QualTek’s backlog being subject to cancellation and unexpected adjustments;
the seasonality of QualTek’s business, which is affected by the spending patterns of QualTek’s customers and timing of governmental permitting, as well as weather conditions and natural catastrophes;
system and information technology interruptions and/or data security breaches;
failure to comply with environmental laws;
QualTek’s significant amount of debt, which could adversely affect its business, financial condition and results of operations or could affect its ability to access capital markets in the future, and may prevent QualTek from engaging in transactions that might benefit it due to its debt’s restrictive covenants;

3

Table of Contents

QualTek’s status as a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualifying for exemptions from certain corporate governance requirements, as a result of which you will not have the same protections afforded to stockholders of companies that are subject to such requirements; and
other factors described under “Risk Factors.”

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.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this prospectus 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 prospectus. 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 prospectus to reflect the occurrence of unanticipated events.

In addition, statements that ROCR or QualTek “believes” and similar statements reflect such party’s beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either ROCR or QualTek has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

4

Table of Contents

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of Class A Common Stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in Class A Common Stock , you should read the entire prospectus carefully, including “Risk Factors” and the financial statements of ROCR and QualTek and related notes thereto included elsewhere in this prospectus.

Parties to the Business Combination

Roth CH Acquisition III Co.

ROCR is a blank check company formed under the laws of the State of Delaware on February 13, 2019 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. Although our efforts to identify a prospective target business are not limited to a particular geographic region or industry, we have focused on the business services, consumer, healthcare, technology, wellness and sustainability sectors. ROCR has until March 5, 2023 to consummate a business combination.

On March 5, 2021, ROCR consummated the IPO of 11,500,000 Units at a price of $10.00 per Unit, generating gross proceeds of $115,000,000, which included the full exercise by the underwriters of their over- allotment option in the amount of 1,500,000 units. Simultaneously with the closing of the IPO, ROCR consummated the sale of 408,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to its stockholders, generating gross proceeds of $4,080,000.

After deducting the underwriting discounts, offering expenses, and commissions from the ROCR IPO and the sale of the Placement Warrants, a total of $115,000,000 was deposited into the Trust Account established for the benefit of ROCR’s public stockholders, and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

In accordance with ROCR’s amended and restated certificte of incorporation, the amounts held in the Trust Account may only be used by ROCR upon the consummation of a business combination, except that there can be released to ROCR, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination and ROCR’s liquidation. ROCR executed the Business Combination Agreement on June 16, 2021 and it must liquidate unless a business combination is consummated by March 5, 2023.

ROCR’s principal executive offices are located at 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, and its telephone number is (949) 720-5700.

Blocker Merger Sub and Merger Subs

Blocker Merger Sub will be merged with and into Blocker, with Blocker surviving such merger as a wholly-owned subsidiary of ROCR, and Blocker thereafter will be merged into ROCR with ROCR surviving such merger. Company Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of ROCR.

QualTek

QualTek , through its subsidiaries, is a leading provider of communication infrastructure services including engineering, installation, fulfillment and program management, renewable energy solutions, and business continuity and disaster recovery support, delivering a full suite of critical services to the North American telecommunications and power sectors. QualTek was formed as a Delaware limited liability company on May 15, 2018 in connection with the acquisition by Brightstar Capital Partners of QualTek LLC.

QualTek’s principal executive offices are located at 475 Sentry Parkway E, Suite 200 Blue Bell, PA 19422 and the Company’s phone number is (484) 804-4500.

5

Table of Contents

The Business Combination

On June 16, 2021, ROCR and QualTek agreed to the Business Combination under the terms the Business Combination Agreement. Pursuant to the terms set forth in the Business Combination Agreement, (i) a direct, wholly owned subsidiary of the Company will be merged with and into BCP QualTek Investors, LLC, a Delaware limited liability company (the “Blocker”), with the Blocker surviving as a wholly owned subsidiary of the Company (the “Blocker Merger”), (ii) immediately after the Blocker Merger, the Blocker will be merged with and into the Company, with the Company as the surviving company (the “Buyer Merger”), and (iii) immediately after the Buyer Merger, a direct, wholly owned subsidiary of the Buyer will be merged with and into BCP QualTek HoldCo, LLC, a Delaware limited liability company (“QualTek”), with QualTek as the surviving company (the “QualTek Merger”).

Business Combination Agreement

The Business Combination Agreement provides for among other things, the following:

immediately following the Closing, on the Closing Date, ROCR will change its name to “QualTek Services Inc.”;
Blocker Merger Sub will merge with and into the Blocker (the “Blocker Merger”), resulting in the equity interests of the Blocker being converted into the right to receive a portion of the merger consideration under the Business Combination Agreement (as further described below), and the owners of such equity interests in the Blocker (the “Blocker Owners”) being entitled to a portion of the merger consideration under the Business Combination Agreement (as further described below) at the Closing, and thereafter, the surviving blocker will merge with and into ROCR, with ROCR as the surviving company (the “Buyer Merger”), resulting in the cancellation of the equity interests of the surviving blocker and ROCR directly owning all of the QualTek Units previously held by the Blocker;
immediately following the Buyer Merger, Company Merger Sub will be merged with and into QualTek, with QualTek as the surviving company (the “QualTek Merger,” and together with the Blocker Merger and the Buyer Merger, the “Mergers”), resulting in (i) QualTek becoming a subsidiary of ROCR, the QualTek Units (excluding those held by the Blocker and ROCR) being converted into the right to receive a portion of the merger consideration under the Business Combination Agreement (as further described below) and the holders of QualTek Units being entitled to a portion of the merger consideration under the Business Combination Agreement (as further described below) at the Closing, (iii) the QualTek Units held by ROCR being converted into the right to receive a number of Common Units (as defined herein) equal to the number of shares of Class A Common Stock issued and outstanding, less the number of Common Units received in connection with the contribution described immediately below;
with respect to the portion of merger consideration under the Business Combination Agreement at the Closing to which the Blocker Owners and holders of QualTek Units are entitled as described above, the cumulative value of merger consideration to which they are together entitled equals the Equity Value. The “Equity Value” is the sum of (i) $294,318,543.75, plus (ii) the value of any Equity Interests of the Company issued as consideration for any acquisitions by the Company prior to the Closing plus (iii) the amount of interest accrued on that certain convertible promissory note in an aggregate principal amount of $30,557,501.68 issued by the Company to BCP QualTek II in exchange for all of BCP QualTek II’s Class B Units. The exact amount allocated between the Blocker Owners and holders of QualTek Units is determined by their respective governing documents, including the distribution waterfalls therein. As of the date hereof, it is anticipated that, as of the Closing, approximately 60% of the Equity Value will be allocated to the holders of QualTek Units and 40% of the Equity Value will be allocated to the Blocker Owners;
ROCR will contribute, as a capital contribution in exchange for a portion of the QualTek Units it acquired in the QualTek Merger, an amount of cash available after payment of the merger consideration under the Business Combination Agreement (as further described below), which will be used by QualTek or its Subsidiaries to pay the transaction expenses under the Business Combination Agreement;

the amount of cash ROCR will contribute equals the sum (without duplication) of (i) the cash in the trust account ROCR established with Continental Stock Transfer & Trust (after reduction by any redemptions thereof by ROCR equity holders), plus (ii) the amount of Pre-PIPE Proceeds and PIPE Proceeds;

the limited liability company agreement of QualTek will be amended and restated to, among other things, reflect the QualTek Merger and admit ROCR as the managing member of QualTek; and

6

Table of Contents

following the completion of the Business Combination, as described above, our organizational structure will be what is commonly referred to as an umbrella partnership corporation (or Up-C) structure. This organizational structure will allow the former equityholders of QualTek (other than the Blocker) (the “Flow-Through Sellers”) to retain their equity ownership in QualTek, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of common units of QualTek issued pursuant to the Business Combination (“Common Units”). Each Flow-Through Seller will also hold a number of shares of Class B Common Stock equal to the number of Common Units held by such Flow-Through Seller, which have no economic value, but which will entitle the holder thereof to one (1) vote per share at any meeting of the shareholders of ROCR. The Blocker Owners, by contrast, hold their equity ownership in ROCR, a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes. The parties agreed to structure the Business Combination in this manner for tax and other business purposes, and we do not believe that our Up-C organizational structure will give rise to any significant business or strategic benefit or detriment.

Organizational Structure

Prior to the Business Combination

The diagrams below depict simplified versions of the current organizational structures of ROCR and QualTek, respectively.

7

Table of Contents

Graphic

8

Table of Contents

The diagram below depicts the steps involved in the Business Combination.

Graphic

9

Table of Contents

The diagrams below depict a simplified version of our organizational structure immediately following the completion of the Business Combination under both the minimum and maximum redemption scenarios.

Minimum Redemption Scenario

Graphic

(1)  For the purposes of this diagram, it is assumed that the Pre-PIPE Notes are amended and any other agreements deemed necessary are entered into such that upon the consummation of the Business Combination, the Pre-PIPE Notes automatically convert into Common Units (along with a corresponding number of shares of Class B Common Stock) in lieu of converting into Class A Common Stock.

(2)  1.30% of the shares of Class A Common Stock held by the PIPE Subscribers will be held by an entity affiliated with Brightstar.

10

Table of Contents

Maximum Redemption Scenario

Graphic

(1)  For the purposes of this diagram, it is assumed that the Pre-PIPE Notes are amended and any other agreements deemed necessary are entered into such that upon the consummation of the Business Combination, the Pre-PIPE Notes automatically convert into Common Units (along with a corresponding number of shares of Class B Common Stock) in lieu of converting into Class A Common Stock.

(2)  1.65% of the shares of Class A Common Stock held by the PIPE Subscribers will be held by an entity affiliated with Brightstar.

Pre-PIPE Convertible Notes Offering, PIPE Subscription Agreements and PIPE Registration Rights Agreement

Pre-PIPE Convertible Notes Offering and Pre-PIPE Registration Rights Agreement

In connection with the Business Combination, accredited investors (each a “Pre-PIPE Investor”) purchased convertible notes of QualTek, as issuer (the “Notes Issuer”), in an aggregate principal amount of $44.4 million (the “Pre-PIPE Notes”) in a private placement, issuable pursuant to Note Purchase Agreements (the “Note Purchase Agreements”), among the Notes Issuer, ROCR and the Pre-PIPE Investors (the “Pre-PIPE Investment”). The Pre-PIPE Notes are senior unsecured unsubordinated obligations of the Notes Issuer and are not transferable without the consent of the Notes Issuer (other than customary exceptions for transfers to affiliates). The Notes Issuer intends to use the proceeds from the sale of the Pre-PIPE Notes for general working capital or to fund acquisitions of accretive business targets.

Unless earlier converted or redeemed in accordance with the terms of the Pre-PIPE Notes, the Pre-PIPE Notes have a perpetual maturity. The Pre-PIPE Notes will not bear interest and are subject to certain customary information rights.

Pursuant to the current terms of the Pre-PIPE Notes, upon consummation of the Business Combination, the Pre-PIPE Notes will automatically convert into Class A Common Stock at $8.00 per share, subject to certain adjustments. However, the Note Purchase Agreements provide that the parties will use commercially reasonable efforts to amend the Pre-PIPE Notes and any other agreements deemed necessary such that upon the consummation of the Business Combination, the Pre-PIPE Notes automatically convert into Common Units (along with a corresponding number of shares of Class B Common Stock) in lieu of converting into Class A Common Stock. The number of Common Units and Class B Common Stock will be equal to the quotient that results from dividing the aggregate principal amount of the Note by $8.00, subject to certain adjustments.

11

Table of Contents

In addition, the ROCR Common Stock was originally sold in the ROCR IPO as a component of the Units for $10.00 per Unit. The Units consist of one share of ROCR Common Stock and one-quarter of one Warrant. As of [●], 2021, the closing price on Nasdaq of ROCR Common Stock was $[●] per share, and the closing price of the Warrants was $[●] per Warrant. The conversion price of $8.00 per share of Class A Common Stock to the Pre-PIPE Investors for their Pre-PIPE Notes, upon consummation of the Business Combination, reflects a $2.00 discount to the purchase price of $10.00 per share for the PIPE Shares, and a $2.00 discount to the price per Unit sold to investors in the ROCR IPO. The Class A Common Stock the Pre-PIPE Investors received for their Pre-PIPE Notes will be identical to the shares of Class A Common Stock that will be held by ROCR’s public stockholders at the time of the Closing, except that such Class A Common Stock will not be entitled to any redemption rights and will not be registered with the SEC at Closing. Should the Pre-PIPE Notes be amended such that upon consummation of the Business Combination, the Pre-PIPE Notes automatically convert into Common Units (along with a corresponding number of shares of Class B Common Stock) in lieu of converting into Class A Common Stock, the conversion price will reflect a similar conversion price as described above, and the Common Units and Class B Common Stock will be identical to the Common Units and Class B Common Stock to be issued in connection with the Business Combination. None of the Sponsor or ROCR’s officers, directors or their affiliates, is a Pre-PIPE Investor in the Pre-PIPE Investment.

ROCR also entered into a registration rights agreement with the Pre-PIPE Investors (the “Pre-PIPE Registration Rights Agreement”). Pursuant to the Pre-PIPE Registration Rights Agreement, ROCR has agreed to file (at ROCR’s sole cost and expense) a registration statement registering the resale of the shares of Class A Common Stock to be received upon automatic conversion of the Pre-PIPE Notes (the “Pre- PIPE Resale Registration Statement”) with the SEC no later than the 10th business day following the date ROCR first filed the proxy statement with the SEC, or August 25, 2021. ROCR will use its commercially reasonable efforts to have the Pre-PIPE Resale Registration Statement declared effective no later than the 60th calendar day following the Closing Date (or, in the event the SEC notifies ROCR that it will “review” the PIPE Resale Registration Statement, the 90th calendar day following the Closing Date (as defined in the Pre-PIPE Registration Rights Agreement)).

12

Table of Contents

PIPE Subscription Agreements and PIPE Registration Rights Agreement

In connection with the proposed Business Combination, ROCR has obtained commitments from certain accredited investors (each a “Subscriber”), including BCP QualTek LLC, Roth, Craig-Hallum, and certain officers and directors of ROCR, to purchase shares of Class A Common Stock which will be issued in connection with the Closing (the “PIPE Shares”), for an aggregate cash amount of $66.1 million at a purchase price of $10.00 per share, in a private placement (the “PIPE Investment”). Certain offering-related expenses are payable by ROCR, including customary fees payable to the placement agents, Roth and Craig-Hallum, aggregating $5,150,000. Such commitments were made by way of the subscription agreements, by and between each Subscriber and ROCR (collectively, the “Subscription Agreements”). The purpose of the sale of the PIPE Shares was to raise additional capital for use in connection with the Business Combination and to meet the minimum cash requirements provided in the Business Combination Agreement.

The PIPE Shares are identical to the shares of Class A Common Stock that will be held by ROCR’s public stockholders at the time of the Closing, except that the PIPE Shares will not be entitled to any redemption rights and will not be registered with the SEC at Closing.

The closing of the sale of the PIPE Shares (the “PIPE Closing”) is contingent upon the substantially concurrent consummation of the Business Combination. It is anticipated that the PIPE Closing will occur immediately prior to the consummation of the Business Combination. The PIPE Closing is subject to customary conditions, including:

ROCR filing with Nasdaq an application for the listing of the PIPE Shares and Nasdaq having not raised objection with respect thereto;
all representations and warranties of ROCR and the Subscriber contained in the relevant Subscription Agreement must be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined in the Subscription Agreements), which representations and warranties must haver been true in all respects) at, and as of, the PIPE Closing (except that representations and warranties expressly made as of an earlier date shall be true and correct in all material respects as of such date); and
all conditions precedent to the Closing of the Business Combination, including the approval by ROCR’s stockholders, shall have been satisfied or waived.

Each Subscription Agreement will terminate upon the earliest to occur of (i) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties to the Subscription Agreement and QualTek, (iii) if the conditions to the PIPE Closing are not capable of being satisfied or waived on or prior to February 16, 2022 and, as a result thereof, the transactions contemplated by each Subscription Agreement are not consummated at the PIPE Closing or (iv) if the PIPE Closing does not occur by February 16, 2022.

ROCR also entered into a registration rights agreement with the PIPE Investors (the “PIPE Registration Rights Agreement”). Pursuant to the PIPE Registration Rights Agreement, ROCR agreed to file (at ROCR’s sole cost and expense) a registration statement registering the resale of the shares of Class A Common Stock to be purchased in the private placement PIPE Investment (the “PIPE Resale Registration Statement”) with the SEC no later than the 10th business day following the date ROCR first filed the proxy statement with the SEC, or August 25, 2021. ROCR will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective no later than the 60th calendar day following the Closing Date (or, in the event the SEC notifies ROCR that it will “review” the PIPE Resale Registration Statement, the 90th calendar day following the Closing Date (as defined in the PIPE Registration Rights Agreement)).

Emerging Growth Company Status

QualTek qualifies as an emerging growth company (“EGC”) pursuant to the provisions of the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). For as long as QualTek is an EGC, it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in QualTek’s periodic reports and proxy statements, exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation.

13

Table of Contents

In addition, under the JOBS Act, EGCs can delay adopting new or revised accounting standards until such time as those standards apply to private companies. QualTek intends to take advantage of the longer phase-in periods for the adoption of new or revised financial accounting standards under the JOBS Act until it is no longer an EGC. QualTek’s election to use the phase-in periods permitted by this election may make it difficult to compare its financial statements to those of non-EGCs and other EGCs that have opted out of the longer phase-in periods permitted under the JOBS Act and who will comply with new or revised financial accounting standards. If QualTek were to subsequently elect instead to comply with public company effective dates, such election would be irrevocable pursuant to the JOBS Act.

Risk Factor Summary

Risks Related to QualTek

Many of the industries QualTek serves are highly competitive and subject to rapid technological and regulatory changes, as well as customer consolidation, any of which could result in decreased demand for QualTek’s services and adversely affect its results of operations, cash flows and liquidity.
Unfavorable market conditions, market uncertainty, public health outbreaks such as the COVID-19 pandemic and/or economic downturns could reduce capital expenditures in the industries QualTek serves or could adversely affect its customers, which could result in decreased demand or impair its customers’ ability to pay for QualTek’s services.
QualTek’s failure to properly manage projects, or project delays, could result in additional costs or claims or failure to achieve actual revenue or profits when anticipated or at all, which could have a material adverse effect on QualTek’s operating results, cash flows and liquidity.
QualTek’s failure to recover adequately on charges against project owners, subcontractors or suppliers for payment or performance could have a material adverse effect on QualTek’s financial results.
QualTek derives a significant portion of its revenue from a few customers, and the loss of one or more of these customers, or a reduction in their demand for QualTek’s services, could impair QualTek’s financial performance. In addition, many of QualTek’s contracts, including its service agreements, do not obligate QualTek’s customers to undertake any infrastructure projects or other work with QualTek, and most of QualTek’s contracts may be canceled on short or no advance notice.
Amounts included in QualTek’s backlog may not result in actual revenue or translate into profits. QualTek’s backlog is subject to cancellation and unexpected adjustments and is, therefore, an uncertain indicator of future operating results.
QualTek’s business is seasonal and affected by the spending patterns of QualTek’s customers and timing of governmental permitting, as well as weather conditions and natural catastrophes, which exposes QualTek to variations in quarterly results.
QualTek relies on information, communications and data systems in its operations. System and information technology interruptions and/or data security breaches could adversely affect QualTek’s ability to operate and its operating results or could result in harm to its reputation.
A failure to comply with environmental laws could result in significant liabilities or harm QualTek’s reputation, and new environmental laws or regulations could adversely affect QualTek’s business.
QualTek has a significant amount of debt, which could adversely affect its business, financial condition and results of operations or could affect its ability to access capital markets in the future. In addition, QualTek’s debt contains restrictive covenants that may prevent it from engaging in transactions that might benefit the Company.

Risk Related to the Class A Common Stock

The market price of the Class A Common Stock is likely to be highly volatile, and you may lose some or all of your investment.

14

Table of Contents

The Combined Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause the Combined Company to incur significant expense, hinder execution of business and growth strategy and impact its stock price.
Following the Business Combination, we will be a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, may qualify for exemptions from certain corporate governance requirements. To the extent we rely on such exemptions, our shareholders will not have the same protections afforded to stockholders of companies that are not controlled companies.
QualTek is an emerging growth company within the meaning of the Securities Act, and QualTek has taken advantage of certain exemptions from disclosure requirements available to emerging growth companies; this could make QualTek’s securities less attractive to investors and may make it more difficult to compare QualTek’s performance with other public companies.

Risks Related to Tax

Our only principal asset following the Business Combination will be our interest in QualTek, and accordingly we will depend on distributions from QualTek to pay dividends, taxes, other expenses, and make any payments required to be made under the Tax Receivable Agreement.
The Tax Receivable Agreement will require us to make cash payments to the TRA Holders in respect of certain tax benefits and such payments may be substantial. In certain cases, payments under the Tax Receivable Agreement may (i) exceed any actual tax benefits the Tax Group realizes or (ii) be accelerated.
We could be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof in the United States or other jurisdictions.

15

Table of Contents

THE OFFERING

Issuer

Roth CH Acquisition III Co., to be renamed QualTek Services Inc.

in connection with the Business Combination

Shares that may be offered and sold from time to time by the Selling Stockholders named herein

12,160,000 shares of Class A Common Stock.

ROCR Common Stock issued and outstanding prior to the consummation of the Business Combination and any exercise of warrants

[] shares of ROCR Common Stock

Class A Common Stock to be issued and outstanding following the consummation of the Business Combination (assuming no redemptions and excluding shares issuable upon exercise of outstanding warrants)(1)

[] shares of Class A Common Stock

Use of proceeds

All of the shares of Class A Common Stock offered by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders for their respective accounts. We will not receive any of the proceeds from these sales.

Proposed NASDAQ Capital Market symbol

“QTEK”

Risk Factors

Investing in Class A Common Stock involves a high degree of risk. See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider carefully before you decide to invest in Class A Common Stock.

(1)Represents the number of shares of ROCR Common Stock outstanding at the Closing assuming that none of ROCR’s public stockholders exercise their redemption rights in connection with the special meeting of the ROCR’s stockholders.

16

Table of Contents

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF QUALTEK

The selected historical financial data presented below is derived from our unaudited consolidated financial statements and audited consolidated financial statements as of and for the six months ended July 3, 2021 and July 4, 2020 and as of and for the years ended December 31, 2020 and 2019 included elsewhere in this registration statement. The unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in our opinion, have included all adjustments necessary to present fairly in all material respects our financial position and results of operations.

The historical results presented below are not necessarily indicative of the results that may be expected in any future periods. You should read the following selected historical financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of QualTek” and our consolidated financial statements and accompanying footnotes included elsewhere in this registration statement.

For the Six Months Ended, December 31,

For the Years Ended

(in thousands except unit and per unit data)

July 3, 2021

July 4, 2020

2020

2019

Statements of Operations and Comprehensive Loss Data

    

  

    

  

    

  

    

  

Revenue

$

255,118

$

347,448

$

674,005

$

620,829

Costs and expenses

 

  

 

  

 

  

 

  

Cost of revenues

 

222,668

 

316,734

 

615,914

 

545,208

General and administrative

 

24,065

 

23,004

 

47,853

 

43,606

Transaction expense

 

1,452

 

170

 

988

 

4,257

Change in fair value of contingent consideration

 

 

 

(7,081)

 

5,883

Impairment of long-lived assets

 

 

 

 

840

Impairment of goodwill

 

 

 

28,802

 

13,251

Depreciation and amortization

 

26,622

 

24,037

 

48,497

 

42,115

Total costs and expenses

 

274,807

 

363,945

 

734,973

 

655,160

Loss from operations

 

(19,689)

 

(16,497)

 

(60,968)

 

(34,331)

Other income (expense):

 

  

 

  

 

  

 

  

Gain on sales/disposal of property and equipment

 

304

 

46

 

729

 

130

Interest expense

 

(21,215)

 

(19,208)

 

(37,848)

 

(33,593)

Loss on extinguishment of convertible notes.

 

(2,436)

 

 

 

Total other expense

 

(23,347)

 

(19,162)

 

(37,119)

 

(33,463)

Net loss

$

(43,036)

$

(35,659)

$

(98,087)

$

(67,794)

Accrued preferred return

$

$

1,621

$

3,287

$

742

Net loss attributable to Class A units

$

(43,036)

$

(37,280)

$

(101,374)

$

(68,536)

Net loss per unit:

 

  

 

  

 

  

 

  

Basic

$

(20.78)

$

(18.59)

$

(50.54)

$

(34.93)

Non-GAAP financial data:

 

  

 

  

 

 

  

Adjusted EBITDA(1)

$

9,311

$

8,018

$

11,485

$

32,686

As of July 3,

As of December 31,

(in thousands)

2021

2020

2019

Balance Sheet Data

Cash

    

$

37,797

    

$

169

    

$

328

Working capital(2)

 

(9,944)

 

15,775

 

71,316

Total assets

 

674,514

 

640,868

 

747,230

Total liabilities

 

683,904

 

611,234

 

613,072

Total (deficit) equity

 

(9,390)

 

29,634

 

134,158

(1)Adjusted EBITDA is a non-GAAP measure. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations of QualTek — Key Financial and Operating Measures — Non-GAAP Financial Measures” for definitions, additional discussion of management’s use of non-GAAP measures as supplemental financial measures and reconciliations of net loss to Adjusted EBITDA. Adjusted EBITDA may not be comparable to similarly titled non-GAAP measures of other companies as other companies may have calculated the measures differently.
(2)QualTek defines working capital as total current assets minus total current liabilities.

12

Table of Contents

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this prospectus, including the consolidated financial statements and the accompanying notes and matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” in evaluating an investment in Class A Common Stock. The following risk factors apply to the business and operations of QualTek and also apply to the business and operations of the Combined Company following the consummation of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to realize the anticipated benefits of the Business Combination and may have an adverse effect on the business, cash flows, financial condition and results of operations of the Combined Company following the consummation of the Business Combination. We may face additional risks and uncertainties that are not presently known to us or that we currently deem immaterial, which may also impair our business, cash flows, financial condition and results of operations.

Risks Related to QualTek

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refer to QualTek and its subsidiaries prior to the consummation of the Business Combination and the Combined Company and its subsidiaries after the consummation of the Business Combination.

Risks Related to the Industries We Serve

Changes to laws, governmental regulations and policies, including governmental permitting processes and tax incentives, could affect demand for our services. Additionally, demand for construction services depends on industry activity and expenditure levels, which can be affected by a variety of factors. Our inability or failure to adjust to such changes or activity could result in decreased demand for our services and adversely affect our results of operations, cash flows and liquidity.

The industries we serve are subject to effects of governmental regulation, climate change initiatives and political or social activism, any of which could result in reduced demand for our services, delays in timing of construction of projects or cancellations of current or planned future projects. Many of our customers face stringent regulatory and environmental requirements and permitting processes, including governmental regulations and policies. Most of our communications customers are regulated by the Federal Communications Commission, and our utility customers are regulated by state public utility commissions. These agencies or governments could change their interpretation of current regulations and/or may impose additional regulations, which could have an adverse effect on our customers, reduce demand for our services and adversely affect our results of operations, cash flows and liquidity. We build renewable energy infrastructure, including wind, solar and other renewable energy facilities, for which the development may be partially dependent upon federal tax credits, existing renewable portfolio standards and other tax or state incentives. Elimination of, or changes to, existing renewable portfolio standards, tax incentives or similar environmental policies could negatively affect demand for our services.

All of the above factors could result in fewer projects than anticipated or a delay in the timing of construction of these projects and the related infrastructure, which could negatively affect demand for our services, and have a material adverse effect on our results of operations, cash flows and liquidity.

Many of the industries we serve are highly competitive and subject to rapid technological and regulatory changes, as well as customer consolidation, any of which could result in decreased demand for our services and adversely affect our results of operations, cash flows and liquidity.

Our industry is highly fragmented, and we compete with other companies in most of the markets in which we operate, ranging from small independent firms servicing local markets to larger firms servicing regional and national markets. We also face competition from existing and prospective customers that employ in-house personnel to perform some of the services we provide. There are relatively few barriers to entry into certain of the markets in which we operate and, as a result, any organization that has adequate financial resources and access to technical expertise and skilled personnel may become a competitor. Most of our customers’ work is awarded through bid processes, and our project bids may not be successful. Our results of operations, cash flows and liquidity could be materially and adversely affected if we are unsuccessful in bidding for projects or renewing our master service agreements, or if our ability to win such projects or agreements requires that we accept lower margins.

13

Table of Contents

We derive a substantial portion of our revenue from customers in industries that are subject to rapid changes in technology, governmental regulation, changing consumer demands and consolidation, such as the telecommunications industry. Technological advances in the markets we serve could render existing projects or technologies uncompetitive or obsolete and/or could alter our customers’ existing operating models. Our failure to rapidly adopt and master new technologies as they are developed or adapt to changing customer requirements could reduce demand for our services. Additionally, consolidation among our customers could result in the loss of customer revenue or could negatively affect customer demand for the services we provide and have a material adverse effect on our results of operations, cash flows and liquidity.

Unfavorable market conditions, market uncertainty, public health outbreaks such as the COVID-19 pandemic and/or economic downturns could reduce capital expenditures in the industries we serve or could adversely affect our customers, which could result in decreased demand or impair our customers’ ability to pay for our services.

Demand for our services has been, and will likely continue to be, cyclical in nature and vulnerable to general downturns in the U.S. and Canadian economies. Unfavorable market conditions, market uncertainty, public health outbreaks such as the COVID-19 pandemic and/or economic downturns could have a negative effect on demand for our customers’ services or the profitability of their services. We continually monitor our customers’ industries and their relative health compared to the economy as a whole. Our customers may not have the ability to fund capital expenditures for infrastructure or may have difficulty obtaining financing for planned projects during economic downturns. Uncertain or adverse economic conditions or the lack of availability of debt or equity financing for our customers could reduce their capital spending and/or result in project cancellations or deferrals. Any of these conditions could materially and adversely affect our results of operations, cash flows and liquidity, and could add uncertainty to our backlog determinations. Other economic factors can also negatively affect demand for our services, including economic downturns affecting our communications and customer fulfillment customers, if services are ordered at a reduced rate, or not at all. A decrease in demand for the services we provide from any of the above factors, among others, could materially and adversely affect our results of operations, cash flows and liquidity.

An impairment of the financial condition of one or more of our customers due to economic downturns, or due to the potential adverse effects of the COVID-19 pandemic on economic activity, could hinder their ability to pay us on a timely basis. In difficult economic times, some of our clients may find it difficult to pay for our services on a timely basis, increasing the risk that our accounts receivable could become uncollectible and ultimately be written off. In certain cases, our clients are project-specific entities that do not have significant assets other than their interests in the project. From time to time, it may be difficult for us to collect payments owed to us by these clients. Delays in client payments may require us to make a working capital investment, which could negatively affect our cash flows and liquidity. Our results of operations, cash flows and liquidity could be materially and adversely affected if a client fails to pay us on a timely basis or defaults in making payments on a project for which we have devoted significant resources.

Risks Related to Our Business and Operations

Our failure to properly manage projects, or project delays, including those resulting from difficult work sites and environments or delays, could result in additional costs or claims or failure to achieve actual revenue or profits when anticipated or at all, which could have a material adverse effect on our operating results, cash flows and liquidity.

Certain of our engagements involve large-scale, complex projects that may occur over extended time periods. The quality of our performance on such a project depends in large part upon our ability to manage our client relationship and the project itself, such as the timely deployment of appropriate resources, including third-party contractors and our own personnel. Our results of operations, cash flows and liquidity could be adversely affected if we miscalculate the resources or time needed to complete a project with capped or fixed fees, or the resources or time needed to meet contractual milestones.

14

Table of Contents

We perform work under a variety of conditions, including, but not limited to, challenging and hard to reach terrain and difficult site conditions. Performing work under such conditions can result in project delays or cancellations, potentially causing us to incur unanticipated costs, reductions in revenue or the payment of liquidated damages. In addition, some of our contracts require that we assume the risk should actual site conditions vary from those expected. Some of our projects involve challenging engineering, procurement and construction phases, which may occur over extended time periods. We may encounter difficulties in engineering, delays in designs or materials provided by the customer or a third party, equipment and material delivery delays, permitting delays, schedule changes, delays from customer failure to timely obtain rights-of- way, weather-related delays, delays by subcontractors in completing their portion of projects and governmental, market and political or other factors, some of which are beyond our control and could affect our ability to complete a project as originally scheduled. For instance, in the second quarter of 2021, we experienced delays in certain renewables and recovery logistics projects in Texas because of heavy rains, which is expected to delay or reduce our anticipated revenue or profits from these projects. In the first half of 2021, we have also experienced delays in certain 5G rollout projects, including equipment delays, which is expected to delay or reduce our anticipated revenue or profits from these projects. In some cases, delays and additional costs may be substantial, and/or we may be required to cancel or defer a project and/or compensate the customer for the delay. We may not be able to recover any of such costs. Any such delays, cancellations, errors or other failures to meet customer expectations could result in damage claims substantially in excess of the revenue associated with a project. Delays or cancellations could result in additional costs or claims or failure to achieve actual revenue or profits when anticipated or at all, which could have a material adverse effect on our operating results, cash flows and liquidity, and could also negatively affect our reputation or relationships with our customers, which could adversely affect our ability to secure new contracts.

We could also encounter project delays due to local opposition, including political and social activism, which could include injunctive actions or public protests related to the siting of our projects, and such delays could adversely affect our project margins. In addition, some of our agreements require that we pay liquidated damages or other charges if we do not meet project deadlines; therefore, any failure to properly estimate or manage cost, or delays in the completion of projects, could subject us to penalties, which could adversely affect our results of operations, cash flows and liquidity. Further, any defects or errors, or failures to meet our customers’ expectations, could result in large damage claims against us. Due to the substantial cost of, and potentially long lead-times necessary to acquire certain of the materials and equipment used in our complex projects, damage claims could substantially exceed the amount we can charge for our associated services.

Our failure to recover adequately on charges against project owners, subcontractors or suppliers for payment or performance could have a material adverse effect on our financial results.

We occasionally seek reimbursement from project owners for additional costs that exceed the contract price or for amounts not included in the original contract price. Similarly, we present change orders and charges to our subcontractors and suppliers. We could incur reduced profits, cost overruns or project losses if we fail to properly document the nature of change orders or charges or are otherwise unsuccessful in negotiating an expected settlement. These types of charges can often occur due to matters such as owner- caused delays or changes from the initial project scope, which result in additional costs, both direct and indirect, or from project or contract terminations. From time to time, these charges can be the subject of lengthy and costly proceedings, and it is often difficult to accurately predict when these charges will be fully resolved. When these types of events occur and unresolved charges are pending, we may invest significant working capital in projects to cover cost overruns pending the resolution of the relevant charges. A failure to promptly recover on these types of charges could have a material adverse effect on our liquidity and financial results.

Additionally, we generally warrant the work we perform following substantial completion of a project. Warranty claims have historically not been material, but such claims could potentially increase. The costs associated with such warranties, including any warranty-related legal proceedings, could have a material adverse effect on our results of operations, cash flows and liquidity.

15

Table of Contents

We may not accurately estimate the costs associated with services provided under fixed price contracts, which could impair our financial performance. Additionally, we recognize revenue for certain projects using the cost-to- cost method of accounting; therefore, variations of actual results from our assumptions could reduce our profitability.

We derive a significant portion of our revenue from fixed price master service and other service agreements. Under these contracts, we typically set the price of our services on a per unit or aggregate basis and assume the risk that costs associated with our performance may be greater than what we estimated. We also enter into contracts for specific projects or jobs that require the installation or construction of an entire infrastructure system or specified units within an infrastructure system, many of which are priced on a fixed price or per unit basis. Our profitability will be reduced if actual costs to complete a project exceed our original estimates. Our profitability is therefore dependent upon our ability to accurately estimate the costs associated with our services and our ability to execute in accordance with our plans. A variety of factors could negatively affect these estimates, including delays resulting from weather and the COVID-19 pandemic, changes in expected productivity levels, conditions at work sites differing materially from those anticipated at the time we bid on the contract and higher than expected costs of labor and/or materials. These variations, along with other risks inherent in performing fixed price contracts, could cause actual project results to differ materially from our original estimates, which could result in lower margins than anticipated, or losses, which could reduce our profitability, cash flows and liquidity.

In addition, we recognize revenue from fixed price contracts, as well as for certain projects pursuant to master and other service agreements, over time utilizing the cost-to-cost measure of progress, or the “cost-to- cost” method of accounting, under which the percentage of revenue to be recognized in a given period is measured by the percentage of costs incurred to date on the contract to the total estimated costs for the contract. The cost-to-cost method, therefore, relies on estimates of total expected contract costs. Contract revenue and total contract cost estimates are reviewed and revised on an ongoing basis as the work progresses. Adjustments arising from changes in the estimates of contract revenue or costs are reflected in the fiscal period in which such estimates are revised. Estimates are based on management’s reasonable assumptions, judgment and experience, but are subject to the risks inherent in estimates, including unanticipated delays or technical complications, changes in job performance, job conditions and management’s assessment of expected variable consideration. Variances in actual results from related estimates on a large project, or on several smaller projects, could be material. The full amount of an estimated loss on a contract is recognized in the period such losses are determined. Any such adjustments could result in reduced profitability and negatively affect our results of operations.

We derive a significant portion of our revenue from a few customers, and the loss of one or more of these customers, or a reduction in their demand for our services, could impair our financial performance. In addition, many of our contracts, including our service agreements, do not obligate our customers to undertake any infrastructure projects or other work with us, and most of our contracts may be canceled on short or no advance notice.

Our business is concentrated among relatively few customers, and a substantial portion of our services are provided on a non-recurring, project-by-project basis. Our revenue could significantly decline if we were to lose one or more of our significant customers, or if one or more of our customers reduce the amount of business they provide to us. For the fiscal year ended December 31, 2020, our top two customers accounted for approximately 53.2% and 17.3% of our total revenues, respectively. In addition, our results of operations, cash flows and liquidity could be negatively affected if we complete the required work on non-recurring projects and cannot replace them with similar projects. See Note 5 — Accounts Receivable, Net of Allowance, Contract Assets and Liabilities, and Customer Credit Concentration, in the notes to our audited consolidated financial statements included herein for revenue concentration information.

We derive a significant portion of our revenue from multi-year master service and other service agreements. Under these agreements, our customers have no obligation to undertake any infrastructure projects or other work with us. In addition, most of our contracts are cancelable on short or no advance notice. This makes it difficult to estimate our customers’ demand for our services. A significant decline in the volume of work our customers request us to perform under these service agreements could negatively affect our results of operations, cash flows and liquidity.

Some of our contracts, including our service agreements, are periodically open to public bid. We may not be the successful bidder on existing contracts that are re-bid. We could experience a reduction in revenue, profitability and liquidity if we fail to win a significant number of existing contracts upon re-bid, or, for services that are provided on a non-recurring basis, if we complete the required work under a significant number of projects and cannot replace them with similar projects. Additionally, from time to time, we enter into contracts that contain financing or other conditions that must be satisfied before we can begin work. Certain of these

16

Table of Contents

contracts may not result in revenue or profits if our customers are unable to obtain financing or to satisfy other conditions associated with such projects.

Amounts included in our backlog may not result in actual revenue or translate into profits. Our backlog is subject to cancellation and unexpected adjustments and is, therefore, an uncertain indicator of future operating results.

Our backlog consists of the estimated amount of revenue we expect to realize from future work on uncompleted contracts, including new contracts under which work has not begun, as well as revenue from change orders and renewal options. A significant portion of our 24-month backlog is attributable to master service agreements and other service agreements, none of which require our customers to purchase a minimum amount of services and are cancelable on short or no advance notice. The balance of our backlog is our estimate of work to be completed under contracts for specific projects. Backlog amounts are determined based on estimates that incorporate historical trends, anticipated seasonal impacts, experience from similar projects and estimates of customer demand based on communications with our customers. These estimates may prove inaccurate, which could cause estimated revenue to be realized in periods later than originally expected, or not at all. In the past, we have experienced postponements, cancellations and reductions in expected future work due to changes in our customers’ spending plans, market volatility, regulatory delays and/or other factors. There can be no assurance as to our customers’ requirements or that actual results will be consistent with the estimates included in our forecasts. As a result, our backlog as of any particular date is an uncertain indicator of future revenue and earnings. In addition, contracts included in our backlog may not be profitable. If our backlog fails to materialize, our results of operations, cash flows and liquidity would be materially and adversely affected.

Our business and operations, and the operations of our customers, may be adversely affected by epidemics or pandemics such as the COVID-19 pandemic.

We may face risks related to health epidemics and pandemics or other outbreaks of communicable diseases. The global spread of COVID-19 has created significant volatility, uncertainty and economic disruption, including significant volatility in the U.S. and Canadian economies and financial markets. The extent to which the COVID-19 pandemic could affect our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including the duration and scope of the pandemic and new information that may emerge concerning the severity and effect of COVID-19, the continued emergence of new strains of COVID-19, the development and availability of effective treatments and vaccines and the speed with which they are administered to the public. Additional factors include governmental and business actions that have been and continue to be taken in response to the pandemic, including mitigation efforts such as “stay-at-home,” “shelter-in-place,” social distancing, travel restrictions and other similar orders, as well as the impact of the pandemic on the U.S. and Canadian economies, global economic and market activity and actions taken in response, including from governmental stimulus efforts.

A public health epidemic or pandemic, such as the COVID-19 pandemic, poses the risk that we or our employees, customers and/or business partners may be prevented from conducting ordinary course business activities for an indefinite period of time, including due to shutdowns or cancellations that have been, and may continue to be, mandated or requested by governmental authorities or others, or that the pandemic may otherwise interrupt or affect business activities. While our business model has, thus far, proven resilient, the COVID-19 pandemic has had a negative effect on our operations, and we expect this to continue until the systemic effects that COVID-19 has had on labor, materials, supply chains, governmental response time, among others, return to pre-COVID levels. It is currently unclear how long an economic recovery could take, and we cannot predict the extent or duration of potential negative effects on our operations. We have adjusted standard operating procedures within our business operations to ensure continued employee and customer safety and are continually monitoring evolving health guidelines as well as market conditions and responding to changes as appropriate. We cannot be certain, however, that these efforts will prevent further disruption due to effects of the pandemic on business and market conditions. Additionally, we could be exposed to increased risks and costs associated with workplace health claims. To comply with health guidelines implemented to control the spread of COVID-19, we have incorporated work-at-home programs as appropriate for our administrative offices and, despite our implementation of information technology security measures, there is no guarantee that the data security and privacy safeguards we have put in place will be completely effective or that we will not encounter some of the common risks associated with employees accessing company data and systems remotely.

17

Table of Contents

Disruptions in global economic activity as a result of the COVID-19 pandemic have had, and may continue to have, adverse effects across our end markets. Unfavorable market conditions and market uncertainty due to the COVID-19 pandemic could have a negative effect on demand for our customers’ services and/or the profitability of services. Our customers may not have the ability to fund capital expenditures for infrastructure, or may have difficulty obtaining financing for planned projects, which could reduce their capital spending and/or result in reduced demand for our services and/or delays or cancellations of current or planned future projects. Delay in the receipt of regulatory approvals due to pandemic-related disruptions could also affect project timing and activity levels. We could also incur incremental costs to operate in the current environment or experience lower levels of overhead absorption from a reduction in revenue, both of which could negatively affect our margins and profitability. Additionally, the economic and market disruptions resulting from COVID-19 could also lead to greater than normal uncertainty with respect to the realization of estimated amounts, including our estimates for backlog, revenue recognition, recoverability of goodwill, intangible assets and other investments and our provisions for credit losses. Our customers could seek to delay payments to us as a result of the pandemic’s financial effects on them, which could negatively affect our cash flows and liquidity. The COVID-19 pandemic or any other future pandemics could also precipitate or aggravate other risk factors presented in this prospectus, which in turn could materially adversely affect our business, financial condition and results of operations.

The ultimate extent, duration and impact of the COVID-19 pandemic is uncertain. The effect of COVID-19 have been and could continue to be significant, and we cannot predict or quantify with any certainty the extent to which it could adversely affect our future financial condition, results of operations, liquidity, cash flows or the market price of our common stock.

We maintain a workforce based upon current and anticipated workloads. We could incur significant costs and reduced profitability from underutilization of our workforce if there is a significant reduction in the level of services we provide or if contract awards are delayed or not received.

Our estimates of future performance and results of operations depend, among other factors, on whether and when we receive new contract awards, which affect the extent to which we are able to utilize our workforce. The rate at which we utilize our workforce is affected by a variety of factors, including our ability to forecast the need for our services, which allows us to maintain an appropriately sized workforce, our ability to transition employees from completed projects to new projects, our ability to manage attrition and our need to devote resources to non-chargeable activities such as training or business development. While our estimates are based upon our good faith judgment, professional knowledge and experience, these estimates may not be accurate and can frequently change based on newly available information. In the case of large- scale projects where timing is often uncertain, it is particularly difficult to predict whether and when we will receive a contract award. The uncertainty of contract award timing can present difficulties in matching our workforce size to our project needs. If an expected contract award is delayed or not received, we could incur costs resulting from underutilization of our workforce, redundancy of facilities, or from efforts to right- size our workforce and/or operations, which could reduce our profitability and cash flows.

Our financial results are based, in part, upon estimates and assumptions that may differ from actual results. In addition, changes in accounting principles may cause unexpected fluctuations in our reported financial information.

In preparing our consolidated financial statements in conformity with United States generally accepted accounting principles (“U.S. GAAP”), management makes a number of estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. These estimates and assumptions must be made because certain information used in the preparation of our consolidated financial statements is either dependent on future events or cannot be calculated with a high degree of precision from data available. In some cases, these estimates are particularly uncertain and we must exercise significant judgment. See Note 1 — Nature of Business and Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included herein for details of key estimates. Actual results could differ materially from the estimates and assumptions that we use, which could have a material adverse effect on our results of operations, cash flows and liquidity.

In addition, accounting rules and regulations are subject to review and interpretation by the Financial Accounting Standards Board (the “FASB”), the SEC and various other governing bodies. A change in U.S. GAAP could have a material effect on our reported financial results, and the adoption of new or revised accounting principles could require that we make significant changes to our systems, processes and controls, which could have an adverse effect on our results of operations, cash flows and liquidity.

18

Table of Contents

Our business is subject to operational risk, including from operational and physical hazards that could result in substantial liabilities and weaken our financial condition.

Our business is subject to operational hazards due to the nature of services we provide and the conditions in which we operate, including electricity, fires, explosions, mechanical failures and weather- related incidents. While we invest substantial resources in occupational health and safety programs, there can be no assurance that we will be able to mitigate all such hazards or avoid significant liability. Construction projects undertaken by us expose our employees to electrical lines, heavy equipment, transportation accidents, adverse weather conditions and the risk of damage to equipment and property. These risks and hazards, among others, can cause personal injuries and loss of life, severe damage to or destruction of property and equipment and other consequential damages and could lead to suspension of operations, large damage claims which could, in some cases, substantially exceed the amount we charge for the associated services, government enforcement actions or regulatory penalties, civil litigation or criminal prosecution. Personal injury claims for damages, including for bodily injury or loss of life, could result in substantial costs and liabilities, which could materially and adversely affect our financial condition, results of operations or cash flows. In addition, if serious accidents or fatalities occur, or if our safety records were to deteriorate, we may be restricted from bidding on certain work or obtaining new contracts, and certain existing contracts could be terminated. Our safety processes and procedures are monitored by various agencies and ratings bureaus. The occurrence of accidents in the course of our business could result in significant liabilities, employee turnover, an increase in insurance costs or an increase in the costs of our projects or harm our ability to perform under our contracts or enter into new customer contracts, all of which could materially adversely affect our revenue, profitability and liquidity.

Our business is seasonal and affected by the spending patterns of our customers and timing of governmental permitting, as well as weather conditions and natural catastrophes, which exposes us to variations in quarterly results.

Some of our customers reduce their expenditures and work order requests towards the end of the calendar year. In addition, adverse weather conditions, particularly during the winter season, can affect our ability to perform outdoor services in certain regions. As a result, we generally experience reduced revenue in the first and fourth quarters of each calendar year. Natural catastrophes such as hurricanes or other severe weather, wildfires or flooding could affect our ability to perform outdoor services or utilize equipment and crews in affected regions. For instance, in the second quarter of 2021, we experienced delays in certain renewables and recovery logistics projects in Texas because of heavy rains, which is expected to delay or reduce our anticipated revenue or profits from these projects. The effects of the COVID-19 pandemic and changes in governmental permitting could also result in greater seasonal and cyclical volatility than would otherwise exist under normal conditions. These events, as well as other global and/or economic effects, could adversely affect demand for our services and our results of operations, cash flows and liquidity.

In the ordinary course of our business, we may become subject to lawsuits, indemnity or other claims, which could materially and adversely affect our business, results of operations and cash flows.

From time to time, we are subject to various claims, lawsuits and other legal proceedings brought or threatened against us in the ordinary course of our business. These actions and proceedings may seek, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination and other employment-related damages, breach of contract, intellectual property violations, property damage, environmental liabilities, liquidated damages, consequential damages, punitive damages and civil penalties or other losses, or injunctive or declaratory relief. We may also be subject to litigation in the normal course of business involving allegations of violations of the Fair Labor Standards Act and state wage and hour laws, misclassification of independent contractors, and determination of the Company as a joint employer of subcontractor employees. In addition, we generally indemnify our customers for claims related to the services we provide and actions we take under our contracts, and, in some instances, we may be allocated risk through our contract terms for actions by our customers or other third parties.

Claimants may seek large damage awards and defending claims can involve significant costs. When appropriate, we establish accruals for litigation and contingencies that we believe to be adequate in light of current information, legal advice and our indemnity insurance coverages. We reassess our potential liability for litigation and contingencies as additional information becomes available and adjust our accruals as necessary. We could experience a reduction in our profitability and liquidity if we do not properly estimate the amount of required accruals for litigation or contingencies, or if our insurance coverage proves to be inadequate or becomes unavailable, or if our claim liabilities (including those attributable to insurance deductibles) are higher than expected. The outcome of litigation is difficult to assess or quantify, as plaintiffs may seek recovery of very large or indeterminate amounts and the magnitude of the potential loss may remain unknown for substantial periods of time. Furthermore, because litigation is inherently uncertain, the ultimate resolution of any such claim, lawsuit or proceeding through settlement, mediation or court judgment could have a material adverse effect on our business, financial condition or results of operations. In addition, claims, lawsuits and proceedings may harm our

19

Table of Contents

reputation or divert management’s attention from our business or divert resources away from operating our business and cause us to incur significant expenses, any of which could have a material adverse effect on our business, results of operations or financial condition.

We rely on information, communications and data systems in our operations. System and information technology interruptions and/or data security breaches could adversely affect our ability to operate and our operating results or could result in harm to our reputation.

We rely on information and communications technology, computer and other related systems in order to operate. We also rely, in part, on third-party software and information technology to run certain of our critical accounting, project management and financial information systems. From time to time, we experience system interruptions and delays. Our operations could be interrupted or delayed, or our data security could be breached, if we are unable to deploy software and hardware, gain access to, or effectively maintain and upgrade, our systems and network infrastructure and/or take other steps to improve and otherwise protect our systems. In addition, our information technology and communications systems, including those associated with acquired businesses, and our operations could be damaged or interrupted by cyber-attacks and/or physical security risks. These risks include natural disasters, power loss, telecommunication failures, intentional or inadvertent user misuse or error, failures of information technology solutions, computer viruses, phishing attacks, social engineering schemes, malicious code, ransomware attacks, acts of terrorism and physical or electronic security breaches, including breaches by computer hackers, cyber-terrorists and/or unauthorized access to or disclosure of our and/or our employees’ or customers’ data. Furthermore, such unauthorized access, cyber-attacks or data security breaches could go unnoticed for some period of time.

These events, among others, could cause system interruptions, delays and/or the loss or release of critical or sensitive data, including the unintentional disclosure of our and/or our employees’ or customers’ data, and could delay or prevent operations, including the processing of transactions and reporting of financial results or cause processing inefficiency or downtime, all of which could have a material adverse effect on our business, results of operations and financial condition and could harm our reputation and/or result in significant costs, fines or litigation. Similar risks could affect our customers, subcontractors, suppliers or other third-party providers, indirectly affecting us.

While we have security, internal control and technology measures in place to protect our systems and network, if these measures fail as a result of a cyber-attack, other third-party action, employee error, malfeasance or other security breach or failure, and someone obtains unauthorized access to our and/or our employees’ or customers’ data, our reputation could be damaged, our business may suffer and we could incur significant liability, or, in some cases, we may lose access to our business data. In the ordinary course of business, we have been targeted by malicious cyber-attacks, although our systems have been sufficiently resilient to prevent material disruption of our operations; however, because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, our current or future defenses may not be adequate to protect against new or revised techniques. As a result, we may be required to expend significant resources to protect against the threat of system disruptions and security breaches or to investigate and mitigate problems caused by these disruptions and breaches. Any of these events could damage our reputation and have a material adverse effect on our business, results of operations, financial condition and cash flows. Furthermore, while we maintain insurance policies that we consider to be adequate, our coverage may not specifically cover all types of losses or claims that may arise.

In addition, the unauthorized disclosure of confidential information and current and future laws and regulations governing data privacy may pose complex compliance challenges and/or result in additional costs. Failure to comply with such laws and regulations could result in penalties, fines and/or legal liabilities and/or harm our reputation. The continuing and evolving threat of cyber-attacks has also resulted in increased regulatory focus on risk management and prevention. New data privacy-related regulations or other requirements could require significant additional resources and/or cause us to incur significant costs, which could have an adverse effect on our results of operations and cash flows.

We regularly evaluate the need to upgrade, enhance and/or replace our systems and network infrastructure to protect our information technology environment, to stay current on vendor-supported products and to improve the efficiency and scope of our systems and information technology capabilities. The implementation of new systems and information technology could adversely impact our operations by requiring substantial capital expenditures, diverting management’s attention, and/or causing delays or difficulties in transitioning to new systems. In addition, our system implementations may not result in productivity improvements at the levels anticipated. System implementation and/or any other information technology disruptions, if not anticipated and

20

Table of Contents

appropriately mitigated, could have an adverse effect on our business and remediation of any such disruptions could result in significant costs.

Our subcontractors and suppliers may fail, or be unable to, satisfy their obligations to us or other parties, or we may be unable to maintain these relationships, either of which could have a material adverse effect on our results of operations, cash flows and liquidity.

We depend on subcontractors to perform work for some of our projects. There is a risk that we could have disputes with subcontractors arising from, among other things, the quality and timeliness of the work they perform, customer concerns or our failure to extend existing work orders or issue new work orders under a subcontracting arrangement. Our ability to fulfill our obligations as a prime contractor could be jeopardized if any of our subcontractors fail to perform the agreed-upon services on a timely basis and/or deliver the agreed-upon supplies. In addition, the absence of qualified subcontractors with whom we have satisfactory relationships could adversely affect our ability to perform under some of our contracts, or the quality of the services we provide. Additionally, in some cases, we pay our subcontractors before our customers pay us for the related services. We could experience a material decrease in profitability and liquidity if we pay our subcontractors for work performed for customers that fail to or delay paying us for the related work. Any of these factors could have a material adverse effect on our results of operations, cash flows and liquidity.

We also rely on suppliers, equipment manufacturers and lessors to obtain or provide the materials and equipment we require to conduct our operations. Any substantial limitation on the availability of suppliers or equipment, including from economic, regulatory or market conditions, could negatively affect our operations. Our results of operations, cash flows and liquidity could be adversely affected if we were unable to acquire sufficient materials or equipment to conduct our operations.

We may have additional tax liabilities associated with our domestic and international operations.

We are subject to income taxes in the United States, Puerto Rico and Canada. Management must exercise significant judgment in determining our provision for income taxes due to lack of clear and concise tax laws and regulations in certain jurisdictions. Tax laws are dynamic and subject to change as new laws are passed and new interpretations of laws are issued or applied, and such changes could materially affect our tax provisions. The federal government signed various relief measures into law in 2020 in response to the COVID-19 pandemic, including the Coronavirus Aid, Relief and Economic Security Act, which provides various tax relief and incentive measures, including provisions permitting the deferral and/or reduction of certain federal and payroll tax amounts. We have pursued certain of these relief provisions, which permit certain deferred employer taxes to be repaid in future years. Our interpretations of these provisions could differ from those of the U.S. Treasury Department or the Internal Revenue Service. The foregoing items, as well as any other future changes in tax laws, could have a material adverse effect on our business, cash flow, financial condition, or results of operations.

In addition, we are audited by various U.S. and foreign tax authorities, and in the ordinary course of our business, there are many transactions and calculations for which the ultimate tax determination may be uncertain. The final outcome of income tax examinations could be materially different from our expectations and the estimates that are reflected in our consolidated financial statements, which could have a material adverse effect on our results of operations, cash flows and liquidity.

We could incur goodwill and intangible asset impairment charges, which could harm our profitability.

We have significant amounts of goodwill and intangible assets. We periodically review the carrying values of goodwill and intangible assets to determine whether such carrying values exceed their fair market values. Declines in the profitability of individual reporting units due to economic or market conditions or otherwise, as well as adverse changes in financial, competitive and other conditions, including declines in the operating performance of our reporting units or other adverse changes in the key valuation assumptions contributing to the estimated fair value of our reporting units, could adversely affect the estimated fair values of the related reporting units, which could result in an impairment of the recorded balances of goodwill or intangible assets. See Note 6 — Goodwill and Intangible Assets in the notes to our audited consolidated financial statements included herein for additional details.

We have liability claims exposure due to high deductible insurance and potential uninsured claims.

We maintain insurance policies with respect to automobile liability, general liability, employer’s liability, workers’ compensation and other types of coverage. These policies are subject to high deductibles or self- insured retention amounts. We are effectively self-insured for substantially all claims because most claims against us do not exceed the deductibles or the self-insured retention amounts

21

Table of Contents

under our insurance policies and there can be no assurance that our insurance coverages will be sufficient or effective under all circumstances, or against all claims or liabilities to which we may be subject, which could expose us to significant liabilities and materially and adversely affect our business, financial condition, results of operations and cash flows. In addition, insurance liabilities are difficult to assess and estimate due to many factors, the effects of which are often unknown or difficult to estimate, including the severity of an injury, the determination of our liability in proportion to other parties’ liability, the number of incidents not reported and the effectiveness of our safety programs. If our insurance costs exceed our estimates of insurance liabilities, or if our insurance claims increase, or if our insurance coverage proves to be inadequate or becomes unavailable, we could experience increased exposure to risk and/or a decline in profitability and liquidity.

If we are unable to attract and retain qualified managers and skilled employees, we will be unable to operate efficiently, which could reduce our revenue, profitability and liquidity.

Our business is labor intensive, and some of our operations experience a high rate of employee turnover. In addition, given the nature of the highly specialized work we perform, many of our employees are trained in, and possess, specialized technical skills that are necessary to efficiently operate our business and maintain productivity and profitability. At times of low unemployment, it can be difficult for us to find appropriately skilled and qualified personnel at affordable rates. We may be unable to hire and retain a sufficiently skilled labor force to support our operating requirements and growth strategy. Our labor and training expenses could increase as a result of a shortage in the supply of skilled personnel, which could adversely affect our profitability. We cannot be certain that we will be able to maintain and ensure the productivity of the skilled labor force necessary to operate our business. Our ability to do so depends on a number of factors, such as the general rate of employment, competition for employees possessing the skills we need, the general health and welfare of our employees, which has been impacted by the COVID-19 pandemic, and the level of compensation required to hire, train and retain qualified employees. Additionally, our business is managed by a number of key executive and operational officers, many of whom have extensive industry experience, and is dependent upon retaining and recruiting qualified management to execute our business strategy. Labor shortages, increased labor or training costs or the loss of key personnel could materially adversely affect our results of operations, cash flows and liquidity.

The use of unionized employees and contractors and any related obligations could subject us to liabilities that could adversely affect our liquidity, cash flows and results of operations.

Certain of our Canadian employees are represented by labor unions and collective bargaining agreements. Although all such collective bargaining agreements prohibit strikes and work stoppages, we cannot be certain that strikes or work stoppages will not occur despite the terms of these agreements. Strikes or work stoppages could adversely affect our relationships with our customers and cause us to lose business. Additionally, as current agreements expire, the labor unions may not be able to negotiate extensions or replacements on terms favorable to their members, or at all, or avoid strikes, lockouts or other labor actions that could affect their members. Therefore, we cannot assure you that new agreements will be reached with employee labor unions as existing contracts expire, or on desirable terms. In the United States, we occasionally engage unionized contractors as well. Any action against us relating to the union workforce we employ could have a material adverse effect on our liquidity, cash flows and results of operations.

Our recovery logistics business is subject to a number of risks that may impact our business, liquidity, cash flows and results of operations.

Our recovery logistics business provides recovery and restoration services for our energy and telecommunications customers. The majority of its revenue is earned through support of the restoration efforts of our customers affected by storms and other disasters. The timing, duration and severity of these events is uncertain and difficult to predict. In addition, much of these services are provided by third parties which may be difficult or costly to mobilize in the event of unexpected demand for services. Customers may also rely on their employees to provide these services, which reduces demand for our services. We do not control such factors and, as a result, our revenue and income can vary from quarter to quarter, and past financial results for certain quarters may not be a reliable indicator of future results for comparable quarters in subsequent years.

22

Table of Contents

Risks Related to Regulation and Compliance

Our operations could affect the environment or cause exposure to hazardous substances. In addition, our properties could have environmental contamination, which could result in material liabilities.

Our operations are subject to various environmental laws and regulations, including those dealing with the handling and disposal of waste products, polychlorinated biphenyls, air quality, transportation of hazardous materials and the protection of endangered species. Certain of our current and historical construction operations have used hazardous materials and, to the extent that such materials are not properly stored, contained or recycled, they could become hazardous waste. Additionally, some of our contracts require that we assume the environmental risk of site conditions and require that we indemnify our customers for any damages, including environmental damages, incurred in connection with our projects. We may be subject to claims under various environmental laws and regulations, federal and state statutes and / or common law doctrines for toxic torts and other damages, as well as for natural resource damages and the investigation and clean-up of soil, surface water, groundwater and other media under laws such as the Comprehensive Environmental Response, Compensation and Liability Act. Such claims may arise, for example, out of current or former conditions at project sites, current or former properties owned or leased by us or contaminated sites that have always been owned or operated by third parties. Liability may be imposed without regard to fault and may be strict and joint and several, such that we may be held responsible for more than our share of any contamination or other damages, or even for the entire share, and we may be unable to obtain reimbursement from the parties that caused the contamination. The obligations, liabilities, fines and costs or reputational harm associated with these and other events could be material and could have a material adverse impact on our business, financial condition, results of operations and cash flows.

We perform work in underground environments, which could affect the environment. A failure to comply with environmental laws could result in significant liabilities or harm our reputation, and new environmental laws or regulations could adversely affect our business.

Some of the work we perform is in underground environments. If the field location maps supplied to us are not accurate, or if objects are present in the soil that are not indicated on the field location maps, our underground work could strike objects in the soil containing pollutants and result in a rupture and discharge of pollutants. In such a case, we could incur significant costs, including clean-up costs, and we may be liable for significant fines and damages and could suffer reputational harm. Additionally, we sometimes perform directional drilling operations below certain environmentally sensitive terrains and water bodies. Due to the inconsistent nature of terrain and water bodies, it is possible that such directional drilling could cause a surface fracture releasing subsurface materials or drilling fluid. These releases alone or, in combination with releases that may contain contaminants in excess of amounts permitted by law, could potentially expose us to significant clean up and remediation costs, damages, fines and reputational harm, which could have a material adverse effect on our results of operations, cash flows and liquidity.

New environmental laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or leaks or the imposition of new clean-up requirements could require us to incur significant costs or result in new or increased liabilities that could have a material adverse effect on our results of operations, cash flows and liquidity. We may incur work stoppages to avoid violating these laws and regulations, or we may risk fines or other sanctions if we inadvertently violate these laws and regulations, which could adversely affect our business.

We are subject to risks associated with climate change.

In recent years, there has been an increased focus on climate change, greenhouse gas and other emissions and other potential damage to the environment caused by human activities. The potential effects of climate change on our operations is highly uncertain. Climate change may result in, among other things, an increase in extreme weather events, such as floods, hurricanes, wildfires, rising sea levels and limitations on water availability and quality. Extreme weather conditions could limit the availability of resources or increase the costs of our projects, or could cause projects to be delayed or canceled. Our operating results are significantly influenced by weather. Therefore, major changes in weather patterns could have a significant effect on our future operating results. We could experience project cancellations, reduced demand or reduced productivity if climate change results in a significant increase in adverse weather conditions in a given period, which could negatively affect our revenue and profitability.

Climate change could also affect our customers and the projects they award. Concerns about climate change could result in potential new regulations, regulatory actions or requirements to fund energy efficiency activities, any of which could negatively affect our customers, decrease the projects they award and decrease demand for our services, including for power projects and other projects,

23

Table of Contents

or result in increased costs associated with our operations. Legislative and/or regulatory responses related to climate change could also affect the availability of goods, increase our costs or otherwise negatively affect our operations.

There are significant environmental regulations and policies under consideration or reconsideration to encourage the use of clean energy technologies and regulate emissions of greenhouse gases to address climate change. For example, in February 2021, the United States reentered the 2015 Paris Agreement as part of an executive order signed by the new administration. We cannot predict future changes to environmental regulations and policies, nor can we predict the effects that any conceivable changes would have on our business. The establishment of rules limiting greenhouse gas emissions could affect customer demand as well as our ability to perform construction services or to perform these services at current levels of profitability. For example, if new regulations were adopted regulating greenhouse gas emissions from sources such as cars and trucks, we could experience a significant increase in environmental compliance costs in light of our large fleet and the amount of construction machinery we own. New regulations may require us to acquire different equipment or change processes. The new equipment may not be available, or we may not be able to purchase or rent this equipment in a cost-effective manner. Compliance with any new laws or regulations regarding the reduction of greenhouse gases could result in significant changes to our operations and a significant increase in the cost of conducting our business. In addition, our reputation could suffer and/or we could experience a reduction in the amount of future work we are awarded if our operations are perceived to result in high greenhouse gas emissions or to otherwise pose environmental risks. Reductions in project awards, project deferrals, delays or cancellations or increases in costs related to the effects of climate change, climate change initiatives or climate change regulations could have a material adverse effect on our results of operations, cash flows and liquidity.

Our failure to comply with the regulations of federal, state and local agencies that oversee transportation and safety compliance could reduce our revenue, profitability and liquidity.

The Occupational Safety and Health Administration (“OSHA”) establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by OSHA and various recordkeeping, disclosure and procedural requirements. Various standards, including standards for notices of hazards and safety in excavation and demolition work, may apply to our operations. We incur capital and operating expenditures and other costs in the ordinary course of business in complying with OSHA and other state and local laws and regulations, and could incur penalties and fines in the future from violations of health and safety regulations, including, in extreme cases, criminal sanctions. Our customers could cancel existing contracts and not award future business to us if we were in violation of these regulations.

We are also subject to a number of state and federal laws and regulations related to the operation of our fleet of commercial motor vehicles. If we are not in compliance with these laws and regulations, we may be unable to perform services for our customers and may also be subject to fines, penalties, and the suspension or revocation of our licenses. Our failure to comply with these laws and regulations may affect our ability to operate and could require us to incur significant costs that adversely affect our results of operations.

Our failure to comply with various laws and regulations related to contractor licensing and business licensing could result in significant liabilities.

We are subject to a number of state and federal laws and regulations, including those related to contractor licensing, business licensing and employment of qualified individuals. If we are not in compliance with these laws and regulations, we may be unable to perform services for our customers and may also be subject to fines, penalties, and the suspension or revocation of our licenses. Our failure to comply with these laws and regulations may affect our ability to operate and could require us to incur significant costs that adversely affect our results of operations.

The unaudited pro forma condensed combined financial information included in this prospectus may not be indicative of what the Combined Company’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this prospectus is presented for illustrative purposes only and is not necessarily indicative of what the Combined Company’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

24

Table of Contents

The Combined Company’s ability to be successful following the Business Combination will depend upon the efforts of the Combined Company’s Board and QualTek’s key personnel and the loss of such persons could negatively impact the operations and profitability of the Combined Company’s business following the Business Combination.

The Combined Company’s ability to be successful following the Business Combination will be dependent upon the efforts of the Combined Company Board and key personnel. ROCR cannot assure you that, following the Business Combination, the Combined Company Board and the Combined Company’s key personnel will be effective or successful or remain with the Combined Company.

Risks Related to Strategic Transactions

Acquisitions, strategic investments and dispositions involve risks that could negatively affect our operating results, cash flows and liquidity and may not enhance shareholder value.

We have made, and may continue to make, strategic acquisitions and investments. Acquisitions may expose us to operational challenges and risks, including the ability to profitably manage the acquired business or successfully integrate the operations, internal controls and procedures and financial reporting and accounting systems of the acquired business into our business; increased indebtedness and contingent earn- out obligations; the ability to fund cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions, or other unforeseen difficulties; the expense of integrating acquired businesses; the availability of funding sufficient to meet increased capital needs; diversion of management’s attention; and the ability to retain or hire qualified personnel required for expanded operations.

In addition, we may not be able to identify suitable acquisition or strategic investment opportunities or may be unable to obtain the required consent of our lenders and therefore, may not be able to complete such acquisitions or strategic investments. We may pay for acquisitions or strategic investments with our common stock or with debt instruments, including convertible debt securities, which could dilute the ownership interests of our stockholders, or we may decide to pursue acquisitions with which our investors may not agree. Borrowings or issuances of debt associated with these acquisitions could also result in higher levels of indebtedness, which could negatively affect our ability to service our debt within the scheduled repayment terms. In addition, to the extent we defer payment of an acquisition’s purchase price through a cash earn-out arrangement, it will reduce our cash flows in subsequent periods.

Acquired companies may have liabilities that we failed, or were unable, to discover in the course of performing due diligence investigations. We cannot assure you that the indemnifications granted to us by sellers of acquired companies will be sufficient in amount, scope or duration to fully offset potential liabilities associated with acquired businesses. We may learn additional information about the businesses we have acquired that could materially adversely affect us, such as unknown or contingent liabilities, unprofitable projects and liabilities related to compliance with applicable laws. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business. We generally require that key management and former principals of the businesses we acquire enter into non-competition agreements in our favor. If we are unable, and the courts refuse to enforce the non-competition agreement entered into by such person or persons, we might be subject to increased competition. Failure to successfully manage the operational challenges and risks associated with, or resulting from, our acquisitions could adversely affect our results of operations, cash flows and liquidity.

Additionally, we may from time to time explore opportunities to maximize value through the disposition of assets and businesses, including the sale of certain businesses. These sales or transactions could adversely affect our results of operations, cash flows and liquidity.

Risks Related to Financing Our Business

We have a significant amount of debt, which could adversely affect our business, financial condition and results of operations or could affect our ability to access capital markets in the future. In addition, our debt contains restrictive covenants that may prevent us from engaging in transactions that might benefit us.

Our outstanding debt and debt service requirements could have significant consequences on our future operations, including: making it more difficult for us to meet our payment and other obligations; an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements, which could result in all of our debt becoming immediately due and payable; reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions or strategic investments, and limiting our ability to obtain additional financing for these purposes; subjecting us to the risk of increasing interest expense on

25

Table of Contents

variable rate indebtedness; limiting our flexibility in planning for, or reacting to changes in our business, the industries in which we operate and the general economy; and placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.

The terms of our indebtedness contain customary events of default and covenants that prohibit us from taking certain actions without satisfying certain financial tests or obtaining the consent of the lenders. Should we be unable to comply with the terms and covenants of our indebtedness, including our credit facility, we would be required to obtain consents from our bank group, modify our credit facility or other debt instruments or secure another source of financing to continue to operate our business, none of which may be available to us on reasonable terms or at all. A default could also result in the acceleration of our obligations. In addition, these covenants may prevent us from engaging in transactions that benefit us, including responding to changing business and economic conditions or securing additional financing, if needed.

Any of these factors could have an adverse effect on our business, financial condition and results of operations. Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future, which can be subject to many factors, some of which are beyond our control. We cannot assure that our business will generate future cash flow from operations, or that future borrowings will be available to us in an amount sufficient to enable us to meet our payment obligations and to fund other liquidity needs. Our business is capital intensive, and if we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital, and some of these activities could have terms that are unfavorable or could be highly dilutive. Our ability to obtain additional financing or to refinance our existing indebtedness will depend on the capital markets and our financial condition at such time. Any of the above factors could adversely affect our results of operations, cash flows and liquidity.

In addition, regulatory changes and/or reforms, such as the phase-out of the London Inter-bank Offered Rate (“LIBOR”), which is expected to occur by June 30, 2023, could lead to additional volatility in interest rates for our variable rate debt and other unpredictable effects. While our material financing arrangements indexed to LIBOR have procedures for determining an alternative base rate, such alternative base rate could perform differently than the current LIBOR-indexed rate and could result in an increase in the cost of our variable rate indebtedness, which could negatively affect our results of operations and cash flows.

We are also party to certain factoring arrangements. Any termination of such factoring arrangements could adversely affect our results of operations, cash flows and liquidity.

We may be unable to obtain sufficient bonding capacity to support certain service offerings, and the need for performance and surety bonds could reduce availability under our credit facility.

Some of our contracts require performance and payment bonds. If we are not able to renew or obtain a sufficient level of bonding capacity in the future, we may be precluded from being able to bid for certain contracts or successfully contract with certain customers. In addition, even if we are able to successfully renew or obtain performance or payment bonds, we may be required to post letters of credit in connection with the bonds, which would reduce availability under our credit facility. Furthermore, under standard terms in the surety market, sureties issue bonds on a project-by-project basis and can decline to issue bonds at any time or require the posting of additional collateral as a condition to issuing or renewing any bonds. If we were to experience an interruption or reduction in the availability of bonding capacity, we may be unable to compete for or work on projects that require bonding.

Risks Related to the Class A Common Stock

An active trading market for the Class A Common Stock may never develop or be sustained, which may make it difficult to sell the shares of the Class A Common Stock you purchase.

An active trading market for the Class A Common Stock may not develop or continue or, if developed, may not be sustained, which would make it difficult for you to sell your shares of the Class A Common Stock at an attractive price (or at all). The market price of the Combined Company’s Common Stock may decline below your purchase price, and you may not be able to sell your shares of the Combined Company’s Common Stock at or above the price you paid for such shares (or at all).

26

Table of Contents

The Combined Company will be required to meet the initial listing requirements to be listed on Nasdaq. However, the Combined Company may be unable to maintain the listing of its securities in the future.

If the Combined Company fails to meet the continued listing requirements and Nasdaq delists the Combined Company’s Class A Common Stock, the Combined Company could face significant material adverse consequences, including:

a limited availability of market quotations for the Combined Company’s Class A Common Stock;
a limited amount of news and analyst coverage for the Combined Company; and
a decreased ability to issue additional securities or obtain additional financing in the future.

The market price of the Class A Common Stock is likely to be highly volatile, and you may lose some or all of your investment.

Following the Business Combination, the market price of Class A Common Stock is likely to be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following:

the impact of COVID-19 pandemic on QualTek’s business;
the inability to obtain or maintain the listing of the Combined Company’s shares of Class A Common Stock on the Nasdaq;
the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, QualTek’s ability to grow and manage growth profitably, and retain its key employees;
changes in applicable laws or regulations;
risks relating to the uncertainty of QualTek’s projected financial information;
risks related to the growth of QualTek’s business, the timing of expected business milestones, and the success of future acquisitions, if any; and
the amount of redemption requests made by ROCR’s stockholders.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of the Class A Common Stock, regardless of the Combined Company’s actual operating performance.

The Combined Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause the Combined Company to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of the Class A Common Stock or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and board of directors’ attention and resources from the Combined Company’s business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to the Combined Company’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, the Combined Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

27

Table of Contents

If securities or industry analysts do not publish research or reports about the Combined Company, or publish negative reports, the Combined Company’s stock price and trading volume could decline.

The trading market for the Combined Company’s Common Stock will depend, in part, on the research and reports that securities or industry analysts publish about the Combined Company. The Combined Company does not have any control over these analysts. If the Combined Company’s financial performance fails to meet analyst estimates or one or more of the analysts who cover the Combined Company downgrade its common stock or change their opinion, the Combined Company’s stock price would likely decline. If one or more of these analysts cease coverage of the Combined Company or fail to regularly publish reports on the Combined Company, it could lose visibility in the financial markets, which could cause the Combined Company’s stock price or trading volume to decline.

Because the Combined Company does not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain.

The Combined Company currently anticipates that it will retain future earnings for the development, operation and expansion of its business and do not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, capital appreciation, if any, of the Combined Company’s shares of common stock would be your sole source of gain on an investment in such shares for the foreseeable future.

The grant of registration rights to our stockholders and holders of our Private Placement Warrants and the future exercise of such rights may adversely affect the market price of our Class A Common Stock.

Upon the completion of the Business Combination, the Investor Rights Agreement will be entered into between ROCR, Sellers as set forth therein, the Equity Representative, the Sponsors, Sponsor Representative, and certain Other Holders, replacing the Original Registration Rights Agreement, dated as of March 2, 2021, between the Other Holders (as defined therein) and ROCR. Pursuant to the Investor Rights Agreement, the Holders (as defined therein), which includes those certain QualTek Equityholders as well as the Sponsor, and, in each case, their permitted transferees will have customary registration rights (including with respect to cooperation and reduction of underwritten shelf takedown provisions (subject to lock-up restrictions for six months after the Closing Date)) with respect to (i) the Class A Common Stock (including the Class A common stock issued (a) pursuant to the LLCA upon exchange of the Common Units along with a corresponding number of shares of the Class B Common Stock, and (b) upon conversion of the Restricted Sponsor Shares, in each case, upon the issuance thereof or lapse of transfer restrictions applicable thereto), (ii) Private Placement Warrants and the Class A Common Stock issuable upon exercise of the Private Placement Warrants, and (iii) any common stock of the Company or any subsidiary of the Company issued or issuable with respect to the securities referred to in clause (i) and (ii) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

28

Table of Contents

Further, pursuant to the Pre-PIPE Registration Rights Agreement, ROCR has agreed to file the Pre-PIPE Resale Registration Statement registering the resale of the shares of Class A Common Stock to be received upon automatic conversion of the Pre-PIPE Notes  with the SEC no later than the 10th business day following the date ROCR first filed the proxy statement with the SEC, or August 25, 2021. ROCR will use its commercially reasonable efforts to have the Pre-PIPE Resale Registration Statement declared effective no later than the 60th calendar day following the Closing Date (or, in the event the SEC notifies ROCR that it will “review” the PIPE Resale Registration Statement, the 90th calendar day following the Closing Date (as defined in the Pre-PIPE Registration Rights Agreement)). Similarly, pursuant to the PIPE Registration Rights Agreement, we agreed that we will use our reasonable best efforts (i) to file no later than the 10th business following the date ROCR first filed the proxy statement, a registration statement with the SEC for a secondary offering of the PIPE Shares (and underlying Class A Common Stock), (ii) to use our commercially reasonable efforts to have the registration statement declared effective no later than the 60th calendar day following the Closing Date (or, in the event the SEC notifies us that it will “review” the registration statement, the 90th calendar day following the Closing Date (as defined in the PIPE Registration Rights Agreement)) and (iii) to maintain the effectiveness of such registration statement until the earlier of such date and as the Business Combination Agreement is validly terminated in accordance with its terms, and (b) upon the mutual written agreement of each of the parties to the Subscription Agreements and the Company, or (c)  three years from the Closing. In addition, the PIPE Subscription Agreements provide these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by us. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of the Class A Common Stock of the Company.

Future offerings of debt or offerings or issuances of equity securities by the Combined Company may adversely affect the market price of the Combined Company’s Common Stock or otherwise dilute all other stockholders.

In the future, we may attempt to obtain financing or to further increase the Combined Company’s capital resources by issuing additional shares of the Class A Common Stock or offering debt or other equity securities, including commercial paper, medium-term notes, senior or subordinated notes, debt securities convertible into equity or shares of preferred stock. We also expect to grant equity awards to employees, directors, and consultants under the Combined Company’s stock incentive plans. Future acquisitions could require substantial additional capital in excess of cash from operations. The Combined Company would expect to obtain the capital required for acquisitions through a combination of additional issuances of equity, corporate indebtedness and cash from operations.

Issuing additional shares of the Class A Common Stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of the Combined Company’s existing stockholders or reduce the market price of the Class A Common Stock or both. Upon liquidation, holders of such debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of the Combined Company’s available assets prior to the holders of the Class A Common Stock. debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit the Combined Company’s ability to pay dividends to the holders of the Class A Common Stock. The Combined Company’s decision to issue securities in any future offering will depend on market conditions and other factors beyond the Combined Company’s control, which may adversely affect the amount, timing and nature of the Combined Company’s future offerings.

If our security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of our securities.

ROCR’s Initial Stockholders are entitled to make a demand that it register the resale of their Insider Shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, our Initial Stockholders, officers and directors are entitled to demand that we register the resale of the shares underlying any securities our Initial Stockholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us at any time after the consummation of the Business Combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional [] shares of Class A Common Stock eligible for trading in the public market. The presence of these additional shares of Class A Common Stock trading in the public market may have an adverse effect on the market price of our securities.

29

Table of Contents

QualTek is an emerging growth company within the meaning of the Securities Act and QualTek has taken advantage of certain exemptions from disclosure requirements available to emerging growth companies; this could make QualTek’s securities less attractive to investors and may make it more difficult to compare QualTek’s performance with other public companies.

QualTek is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and has taken advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in QualTek’s periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on certain executive compensation matters. As a result, QualTek’s stockholders may not have access to certain information they may deem important. QualTek may be an emerging growth company for up to five years, although circumstances could cause the loss of that status earlier, including if the market value of the common stock of QualTek held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case the Combined Company would no longer be an emerging growth company as of the following December 31. QualTek cannot predict whether investors will find its securities less attractive because QualTek relies on these exemptions. If some investors find the securities less attractive as a result of reliance on these exemptions, the trading prices of the QualTek’s securities may be lower than they otherwise would be, there may be a less active trading market for the QualTek’s securities and the trading prices of the securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. QualTek has elected not to opt out of such extended transition period. Accordingly, when a standard is issued or revised and it has different application dates for public or private companies, QualTek, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard. This may make comparison of QualTek’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for ROCR to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that ROCR evaluate and report on its system of internal controls beginning with its Annual Report on Form 10-K for the year ending December 31, 2022. Following the initial Business Combination, if the Combined Company is deemed to be a large accelerated filer or an accelerated filer, it will be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. Further, for as long as the Combined Company remains an emerging growth company, it will not be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. Following the Business Combination, the Combined Company will be required to assure that it is in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The need to develop the internal control system to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete the Business Combination as well as impose obligations on the Combined Company following the Business Combination.

Risks Related to Tax

Our only principal asset following the Business Combination will be our interest in QualTek, and accordingly we will depend on distributions from QualTek to pay dividends, taxes, other expenses, and make any payments required to be made by us under the Tax Receivable Agreement.

Upon consummation of the Business Combination, we will be a holding company and will have no material assets other than our ownership of QualTek Common Units. We are not expected to have independent means of generating revenue or cash flow, and our ability to pay our taxes, operating expenses, and pay any dividends in the future will be dependent upon the financial results and cash flows of QualTek. There can be no assurance that QualTek will generate sufficient cash flow to distribute funds to us or that

30

Table of Contents

applicable state law and contractual restrictions, including negative covenants under debt instruments, will permit such distributions. If QualTek does not distribute sufficient funds to us to pay our taxes or other liabilities, we may default on contractual obligations or have to borrow additional funds. In the event that we are required to borrow additional funds it could adversely affect our liquidity and subject us to additional restrictions imposed by lenders.

QualTek will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated, for U.S. federal income tax purposes, to the holders QualTek Common Units. Under the terms of the Third Amended and Restated LLCA, QualTek is obligated to make pro rata tax distributions to holders of QualTek Common Units calculated at certain assumed rates. In addition to tax expenses, we will also incur expenses related to our operations, including payment obligations under the Tax Receivable Agreement, which could be significant and some of which will be reimbursed by QualTek (excluding payment obligations under the Tax Receivable Agreement). For so long as we are Managing Member (as defined in the Third Amended and Restated LLCA) of QualTek, we intend to cause QualTek to make ordinary distributions and tax distributions to the holders of QualTek Common Units on a pro rata basis in amounts sufficient to enable us to cover all applicable taxes, relevant operating expenses, payments under the Tax Receivable Agreement and dividends, if any, declared by us. However, QualTek’s ability to make such distributions may be subject to various limitations and restrictions, including, but not limited to, retention of amounts necessary to satisfy the obligations of QualTek and its subsidiaries and restrictions on distributions that would violate any applicable restrictions contained in QualTek’s debt agreements, or any applicable law, or that would have the effect of rendering QualTek insolvent. To the extent we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid. Additionally, nonpayment for a specified period and/or under certain circumstances may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments under the Tax Receivable Agreement, which could be substantial.

We anticipate that the distributions received from QualTek may, in certain periods, exceed our actual tax liabilities and obligations to make payments under the Tax Receivable Agreement. The board, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, to pay dividends on our Common Stock. We will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders.

The Tax Receivable Agreement will require us to make cash payments to the TRA Holders in respect of certain tax benefits and such payments may be substantial. In certain cases, payments under the Tax Receivable Agreement may (i) exceed any actual tax benefits the Tax Group realizes or (ii) be accelerated.

At the Closing, ROCR (and subsequent to the Business Combination, the Company), QualTek, the TRA Holders (as defined in the Tax Receivable Agreement) and the TRA Holder Representative (as defined in the Tax Receivable Agreement) will enter into the Tax Receivable Agreement.

Pursuant to the Tax Receivable Agreement, ROCR will generally be required to pay the TRA Holders 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that ROCR (and applicable consolidated, unitary, or combined Subsidiaries thereof, if any) realizes, or is deemed to realize, as a result of certain tax attributes, including:

existing tax basis in certain assets of QualTek and certain of its direct or indirect Subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service, attributable to Common Units acquired by ROCR at the Closing of the Business Combination or from a TRA Holder (including Common Units held by the Blocker, which is acquired by ROCR in a Reorganization Transaction (as defined in the Tax Receivable Agreement));
tax basis adjustments resulting from the acquisition of Common Units by ROCR at the Closing of the Business Combination and taxable exchanges of Common Units (including any such adjustments resulting from certain payments made by ROCR under the Tax Receivable Agreement) acquired by ROCR from a TRA Holder pursuant to the terms of the Third Amended and Restated LLCA;
tax deductions in respect of portions of certain payments made under the Tax Receivable Agreement; and
certain tax attributes of the Blocker, which holds Common Units that are acquired directly or indirectly by ROCR pursuant to a Reorganization Transaction.

31

Table of Contents

Under the Tax Receivable Agreement, the Tax Group will generally be treated as realizing a tax benefit from the use of a Tax Attribute on a “with and without” basis, thereby generally treating the Tax Attributes as the last item used, subject to several exceptions. Payments under the Tax Receivable Agreement generally will be based on the tax reporting positions that ROCR determines (with the amount of subject payments determined in consultation with an advisory firm and subject to the TRA Holder Representative’s review and consent), and the IRS or another taxing authority may challenge all or any part of position taken with respect to Tax Attributes or the utilization thereof, and a court may sustain such a challenge. In the event that any tax benefits initially claimed by the Tax Group are disallowed, the TRA Holders are not required to reimburse ROCR for any excess payments that may previously have been made pursuant to the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. Rather, any excess payments made to such TRA Holders are applied against and reduce any future cash payments otherwise required to be made by ROCR under the Tax Receivable Agreement, if any, after the determination of such excess. As a result, in certain circumstances ROCR could be required to make payments under the Tax Receivable Agreement in excess of the Tax Group’s actual savings in respect of the Tax Attributes.

The Tax Receivable Agreement will provide that, in the event (such events collectively, “Early Termination Events”) that (i) ROCR exercises its early termination rights under the Tax Receivable Agreement, (ii) certain changes of control of ROCR or QualTek occur (as described in the Third Amended and Restated LLCA), (iii) ROCR in certain circumstances, fails to make a payment required to be made pursuant to the Tax Receivable Agreement by its final payment date, which non-payment continues for 60 days following such final payment date or (iv) ROCR materially breaches (or is deemed to materially breach) any of its material obligations under the Tax Receivable Agreement other than as described in the foregoing clause (iii) and, in the case of clauses (iii) and (iv), unless certain liquidity related or restrictive covenant related exceptions apply, ROCR’s obligations under the Tax Receivable Agreement will accelerate (if the TRA Holder Representative so elects in the case of clauses (ii)-(iv)) and ROCR will be required to make a lump-sum cash payment to all the TRA Holders equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to there being sufficient future taxable income of the Tax Group to fully utilize the Tax Attributes over certain specified time periods and that all QualTek Common Units (including QualTeck Common Units held by Blocker) that had not yet been exchanged for Common Stock or cash are deemed exchanged for cash. The lump-sum payment could be material and could materially exceed any actual tax benefits that the Tax Group realizes subsequent to such payment.

As a result of the foregoing, in some circumstances (i) ROCR could be required to make payments under the Tax Receivable Agreement that are greater than or less than the actual tax savings that the Tax Group realizes in respect of the Tax Attributes and (ii) it is possible that ROCR may be required to make payments years in advance of the actual realization of tax benefits (if any, and may never actually realize the benefits paid for) in respect of the Tax Attributes (including if any Early Termination Events occur).

Payments under the Tax Receivable Agreement will be our obligations and not obligations of QualTek. Any actual increase in our allocable share of QualTek and its relevant subsidiaries’ tax basis in relevant assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of the Common Stock at the time of an exchange of QualTek Common Units by a TRA Holder pursuant to the terms of the Third Amended and Restated LLCA and the amount and timing of the recognition of the Tax Group’s income for applicable tax purposes. While many of the factors that will determine the amount of payments that we will be required to make under the Tax Receivable Agreement are outside of our control, we expect that the aggregate payments we will be required to make under the Tax Receivable Agreement could be substantial and, if those payments substantially exceed the tax benefit we realize in a given year or in the aggregate, could have an material adverse effect on our financial condition.

Any payments made by us under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. Additionally, nonpayment for a specified period and/or under certain circumstances may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the Tax Attributes that may be deemed realized under the Tax Receivable Agreement.

32

Table of Contents

We could be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof in the United States or other jurisdictions.

We could also be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof in the United States or other jurisdictions and changes in tax law could reduce our after-tax income and adversely affect our business and financial condition. For example, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted on March 27, 2020, relaxed certain of the limitations imposed by the Tax Act for certain taxable years, including the limitation on the use and carryback of net operating losses and the limitation on the deductibility of business interest expense. The exact impact of the CARES Act for future years is difficult to quantify, but these changes could materially affect ROCR, QualTek or its subsidiaries. In addition, other changes could be enacted in the future to increase the corporate tax rate, limit further the deductibility of interest, or effect other changes that could have a material adverse effect on our financial condition. Such changes could also include increases in state taxes and other changes to state tax laws to replenish state and local government finances depleted by costs attributable to the COVID-19 pandemic and the reduction in tax revenues due to the accompanying economic downturn.

In addition, our effective tax rate and tax liability are based on the application of current income tax laws, regulations and treaties. These laws, regulations and treaties are complex and often open to interpretation. In the future, the tax authorities could challenge our interpretation of laws, regulations and treaties, resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate. Changes to tax laws may also adversely affect our ability to attract and retain key personnel.

Risks Related to the Combined Company’s Corporate Governance

Following the Business Combination, we will be a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, may qualify for exemptions from certain corporate governance requirements. To the extent we rely on such exemptions, our shareholders will not have the same protections afforded to shareholders of companies that are not controlled companies.

Following the Business Combination, Brightstar will own a majority of the voting power of our Class A Common Stock. As a result, we will be a “controlled company” under Nasdaq rules. As a controlled company, we will be exempt from certain corporate governance requirements, including those that would otherwise require our board of directors to have a majority of independent directors and require that we either establish compensation and nominating and corporate governance committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees of directors are determined or recommended to our board of directors by independent members of our board of directors. To the extent we rely on one or more of these exemptions, holders of our Class A Common Stock will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

The Sponsor and QualTek Equityholders have the right to elect a certain number of directors to our board of directors.

The terms of the Investor Rights Agreement provide the Sponsor the right to elect one director to the board of directors of the Combined Company so long as the Sponsor holds 40% or more of the Combined Company’s outstanding Class A Common Stock. In addition, the QualTek Equityholders are entitled pursuant to the Investor Rights Agreement to select up to seven directors, depending on the percentage of the Combined Company’s outstanding Class A Common Stock held by them. The remaining director will be selected jointly by the Sponsor and the QualTek Equityholders. See Description of the Combined Company’s Securities.

Pursuant to these provisions, the Sponsor has designated Sam Chawla to assume a seat on the Combined Company’s board of directors upon the consummation of the Business Combination and the QualTek Equityholders have designated Christopher S. Hisey, Matthew Allard, Andrew Weinberg, Raul Deju, Roger Bulloch, [●], [●] and [●] to assume the other seats as directors. [●] has been jointly selected to serve on the Surviving Company’s board as a director. As a result of these provisions, following the Closing Date, it is unlikely that public stockholders of the Combined Company will have the ability to effectively influence the election of directors during the period these provisions of the Investor Rights Agreement are applicable. While the directors designated pursuant to the Investor Rights Agreement are obligated to act in accordance with their applicable fiduciary duties, their interests may be aligned with the interests of the investors they represent, which may not always coincide with our corporate interests or the interests of our other stockholders.

33

Table of Contents

Anti-takeover provisions contained in the Charter and Amended and Restated Bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The Charter will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. ROCR is also subject to anti- takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for ROCR’s securities. These provisions are described in the Charter and in the Amended and Restated Bylaws.

The Charter will provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between the Combined Company and its stockholders, which could limit the Combined Company’s stockholders’ ability to obtain a favorable judicial forum for disputes with the Combined Company or its directors, officers, or employees.

The Charter will provide that the Court of Chancery of the State of Delaware is the exclusive forum for:

any derivative action or proceeding brought on its behalf;
any action asserting a breach of fiduciary duty by any director, officer, other employee or Company stockholder to us or to our stockholders;
any action asserting a claim against the Combined Company arising under the Delaware General Corporation Law, the Charter, or the Amended and Restated Bylaws; and
any action asserting a claim against us, our directors, officers, other employees or the Combined Company stockholders arising pursuant to any provision of the DGCL, the Charter or the Amended and Restated Bylaws, or (iv) any action asserting a claim against us, our directors, officers, other employees or Combined Company stockholders governed by the internal affairs doctrine under Delaware law shall be brought, to the fullest extent permitted by law, solely and exclusively in the Court of Chancery in the State of Delaware; provided, however, that, in the event that the Court of Chancery in the State of Delaware lacks subject matter jurisdiction over any such actions, the Charter will provide that the sole and exclusive forum shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant.

In addition, the Charter will require, unless we consent in writing to the selection of an alternative forum, that the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. This provision in the Charter will not address or apply to claims that arise under the Exchange Act; however, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

Although we believe this provision benefits us by providing increased consistency in the application of law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers.

34

Table of Contents

USE OF PROCEEDS

We will not receive any proceeds from the sale of the Class A Common Stock by the Selling Stockholders.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of QualTek and ROCR adjusted to give effect to the Business Combination. The unaudited pro forma condensed combined financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786; Amendments to Financial Disclosures about Acquired and Disposed Businesses.

Introduction

ROCR is a special purpose acquisition company whose purpose is to acquire, through a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. ROCR was incorporated in Delaware on February 13, 2019, as Roth CH Acquisition III Co.

On March 5, 2021, ROCR consummated its IPO of 11,500,000 of Units, each consisting of one share of Common Stock and one-quarter of one redeemable Warrant, at a price of $10.00 per Unit, generating gross proceeds of $115.0 million, including the exercise of the underwriters’ over-allotment option. Simultaneously with the closing of the IPO, ROCR completed the private sale of an aggregate of 408,000 Private Units to its Initial Stockholders at a purchase price of $10.00 per unit, generating gross proceeds of approximately $4.1 million. Each Private Unit consists of one share of Common Stock and one- quarter of one redeemable Warrant, with each whole Warrant entitling the holder thereof to purchase one share of Common Stock for $11.50 per share. Following the closing of the IPO, approximately $115.0 million from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was placed in a Trust Account invested only in U.S. government treasury bills, notes and bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries. Except for all interest income that may be released to us to pay our tax obligations, none of the funds held in the Trust Account will be released from the Trust Account until the earlier of: (i) the consummation of our initial business combination within 24 months from the closing of the IPO and (ii) a redemption to public stockholders prior to any voluntary winding-up in the event we do not consummate our initial business combination within the applicable period.

QualTek, through its subsidiaries, is a leading provider of communication infrastructure services including engineering, installation, fulfillment and program management, renewable energy solutions, and business continuity and disaster recovery support, delivering a full suite of critical services to the North American telecommunications and power sectors.

The unaudited pro forma condensed combined balance sheet as of July 3, 2021 combines the unaudited condensed balance sheet of ROCR as of June 30, 2021 and the unaudited consolidated balance sheet of QualTek as of July 3, 2021 on a pro forma basis as if the Business Combination and the related transactions contemplated by the Business Combination Agreement, summarized below, had been consummated on July 3, 2021. The unaudited pro forma condensed combined statements of operations and comprehensive loss for the six months ended July 3, 2021 combines the unaudited condensed statement of operations of ROCR for the six months ended June 30, 2021 with the unaudited consolidated statement of operations and comprehensive loss of QualTek for the six months ended July 3, 2021. The unaudited pro forma condensed combined statements of operations and comprehensive loss for the year ended December 31, 2020 combines the audited statement of operations of ROCR for the year ended December 31, 2020 with the audited consolidated statement of operations and comprehensive loss of QualTek for the year ended December 31, 2020. The unaudited pro forma condensed combined statement of operations and comprehensive loss for the six months ended July 3, 2021 and the year ended December 31, 2020 give effect as if the Business Combination and the transactions contemplated by the Business Combination Agreement, summarized below, had been consummated on January 1, 2020, the beginning of the earliest period presented. The transactions contemplated by the Business Combination Agreement that are given pro forma effect include:

the reverse recapitalization between the Merger Subs and QualTek;
the net proceeds from the issuance of ROCR Common Stock in the PIPE investment; and
the repayment of the outstanding line of credit.

35

Table of Contents

The pro forma condensed combined financial information may not be useful in predicting the future financial conditions and results of operations of the Combined Company. The actual financial position and results of operation may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The historical financial information of ROCR was derived from the unaudited condensed financial statements as of and for the six months ended June 30, 2021 and the audited financial statements of ROCR as of and for the year ended December 31, 2020, which are included elsewhere in this registration statement. The historical financial information of QualTek was derived from the unaudited consolidated financial statements as of and for the six months ended July 3, 2021, and the audited consolidated financial statements of QualTek as of and for the year ended December 31, 2020, which are included elsewhere in this registration statement. This information should be read together with ROCR’s and QualTek’s audited financial statements and related notes, the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ROCR,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of QualTek” and other financial information included elsewhere in this registration statement.

The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, ROCR will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of QualTek issuing stock for the net assets of ROCR, accompanied by a recapitalization. The net assets of ROCR will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of QualTek.

QualTek’s and ROCR’s management have made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

QualTek has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the minimum and maximum redemption scenarios:

QualTek will have the largest single voting interest block in the Combined Company under the minimum redemption scenario and the maximum redemption scenario;
QualTek will hold executive management roles for the Combined Company and be responsible for the day-to-day operations;
QualTek will have the ability to nominate all but two members of the Board following the Closing;
The Combined Company will assume QualTek’s name; and,
The intended strategy of the Combined Company will continue QualTek’s current strategy of being a leader in communication infrastructure and renewable solutions.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Common Stock:

Assuming No Redemptions:              This presentation assumes that no public stockholders of ROCR exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.
Assuming Maximum Redemptions:   This presentation assumes that public stockholders holding 11.5 million of the Public Shares will exercise their redemption rights for their pro rata share (approximately $10.00 per share) of the funds in the Trust Account. This scenario gives effect to public share redemptions for aggregate redemption payments of $115.0 million using a per share redemption price of $10.00 per share. Additionally, this presentation also contemplates that ROCR’s Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares, Private Shares and any Public Shares they hold in connection with the completion of a Business Combination.

36

Table of Contents

The following summarize the pro forma Class A Common Stock outstanding under the two redemption scenarios (in thousands):

    

Assuming
No Redemptions
(Shares)

    

%

    

Assuming
Maximum
Redemptions
(Shares)

    

%

QualTek Shareholders

Total QualTek Merger Shares

ROCR Public Shares

ROCR Founder and Private Shares

Total ROCR Shares General and administrative

PIPE Investors

Pro Forma Class A Common Stock at July 3, 2021

The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and the related transactions occurred on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Combined Company. The unaudited pro forma condensed combined financial information is based on information and assumptions which are described in the accompanying notes.

The following unaudited pro forma condensed combined balance sheet as of July 3, 2021 and the unaudited pro forma combined statements of operations and comprehensive loss for the six months ended July 3, 2021 and for the year ended December 31, 2020 are based on the historical financial statements of ROCR and QualTek. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanied unaudited pro forma condensed combined financial information.

37

Table of Contents

Unaudited Pro Forma Condensed Combined Balance Sheet As of July 3, 2021

(In thousands)

As of July 3, 2021

As of June 30,
2021

As of July 3,
2021

As of July 3,
2021

    

QualTek
Historical

    

QualTek
Adjustments

    

QualTek As
Adjusted

    

ROCR
Historical

    

Transaction
Accounting
adjustments
(Assuming No
Redemption)

    

Pro Forma
Combined
(Assuming No
Redemption)

    

Transaction
Accounting
adjustments
(Assuming
Maximum
Redemption)

    

Pro Forma
Combined
(Assuming
Maximum
Redemption)

Assets

 

Current assets:

Cash

$

37,797

$

$

37,797

$

685

$

115,006

B

$

203,815

(115,000)

J

$

88,815

66,100

C

(1)

E

(15,772)

F

Accounts receivable, net of allowance

162,103

162,103

162,103

162,103

Inventories, net

5,442

5,442

5,442

5,442

Prepaid expenses

6,873

6,873

298

7,171

7,171

Other current assets

1,404

1,404

1,404

1,404

Total current assets

213,619

213,619

983

165,333

379,935

(115,000)

264,935

Property and equipment, net

42,477

42,477

42,477

42,477

Intangible assets, net

349,962

349,962

349,962

349,962

Goodwill

66,604

66,604

66,604

66,604

Other long-term assets

1,852

1,852

1,852

1,852

Marketable securities held in Trust Account.

115,006

(115,006)

B

Deferred tax asset

K

Total assets

$

674,514

$

$

674,514

$

115,989

$

50,327

$

840,830

$

(115,000)

$

725,830

Liabilities and Equity (Deficit)

Current liabilities:

Current portion of long-term debt and capital lease obligations

$

100,529

$

(30,568)

A

$

37,148

$

$

$

37,148

$

$

37,148

(32,813)

D

Current portion of contingent consideration

4,455

4,455

4,455

4,455

Accounts payable

57,941

57,941

57,941

57,941

Accrued expenses

48,219

48,219

48,219

48,219

Accounts payable and accrued expenses

87

87

87

Accrued offering costs

1

(1)

E

Contract liabilities

12,419

12,419

12,419

12,419

Total current liabilities

223,563

(63,381)

160,182

88

(1)

160,269

160,269

38

Table of Contents

As of July 3, 2021

As of June 30,
2021

As of July 3,
2021

As of July 3,
2021

    

QualTek
Historical

    

QualTek
Adjustments

    

QualTek As
Adjusted

    

ROCR
Historical

    

Transaction
Accounting
adjustments
(Assuming No
Redemption)

    

Pro Forma
Combined
(Assuming No
Redemption)

    

Transaction
Accounting
adjustments
(Assuming
Maximum
Redemption)

    

Pro Forma
Combined
(Assuming
Maximum
Redemption)

Capital lease obligations, net of current portion

17,269

17,269

17,269

17,269

Long-term debt, net of current portion and deferred financing fees

419,349

419,349

419,349

419,349

Contingent consideration, net of current portion

12,314

12,314

12,314

12,314

Distributions payable

11,409

11,409

11,409

11,409

Warrant liability

315

315

315

Payable to related parties pursuant to tax receivable agreement

L

Total liabilities

683,904

(63,381)

620,523

403

(1)

620,925

620,925

Commitments

Temporary Equity:

Common stock subject to possible redemption

110,586

(110,586)

G

Equity:

Class B Preferred units

Class A units

242,595

30,568

A

273,163

(242,595)

H

30,568

30,568

Accumulated other comprehensive income

705

705

705

705

Class A Common stock

1

D

1

0

1

C

6

(1)

J

5

1

G

3

H

Additional paid-in- capital

44,399

D

32,812

5,615

66,099

C

449,754

(114,999)

J

334,755

(11,587)

D

(7,334)

F

110,585

G

242,592

H

(615)

I

K

Accumulated deficit

(252,690)

(252,690)

(615)

(8,438)

F

(261,128)

(261,128)

615

I

Non-controlling interest

M

Total equity (deficit)

(9,390)

63,381

53,991

115,586

50,328

219,905

(115,000)

104,905

Total liabilities and equity (deficit)

$

674,514

$

$

674,514

$

115,989

$

50,327

$

840,830

$

(115,000)

$

725,830

39

Table of Contents

Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss

For the Six Months Ended July 3, 2021

(In thousands, except per share data)