UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): January 3, 2023~~1934

Date of report (Date of earliest event reported): February 15, 2023

QualTek Services Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	001-40147	83-3584928
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

475 Sentry Parkway E, Suite 200 Blue Bell, Pennsylvania		19422
(Address of principal executive offices)		(Zip Code)

475 Sentry Parkway E, Suite 200

Blue Bell, PA 19422

(Address of Principal Executive Offices, and Zip Code)

(484) 804-4585

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code)

~~N/A~~None

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed since~~Changed ~~last~~Since ~~report~~Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	QTEK	The Nasdaq Stock Market LLC
Warrants	QTEKW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 13(a) of the Exchange Act. ¨

Item 35.~~01.~~02 Departure ~~Notice~~ of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

~~Nasdaq~~Departure ~~MVLS~~of ~~Notice~~Roger Bulloch as a Director

On ~~January~~ 3February 15, 2023, ~~QualTek~~Roger ~~Services~~Bulloch, ~~Inc. (the “Company”) received~~ a ~~letter~~member ~~(the~~of ~~“MVLS Notice”) from~~ the ~~Listing~~Board ~~Qualifications~~of ~~Department~~ Directors (the “~~Staff~~Board”) of ~~The~~QualTek ~~Nasdaq~~Services ~~Stock~~Inc., ~~Market~~a ~~LLC~~Delaware corporation (the “~~Nasdaq~~Company”), ~~notifying~~ notified the Company that ~~for~~he ~~the~~was resigning ~~last~~from ~~30 consecutive business days prior to~~ the ~~date~~Board, ofeffective ~~the~~immediately. ~~MVLS~~Mr. ~~Notice, the Company~~Bulloch’s ~~Minimum~~resignation ~~Value~~is ~~of Listed Securities (“MVLS”) was less than $35.0 million, which does~~ not ~~meet~~ the ~~requirement~~result ~~for~~of ~~continued~~any ~~listing on~~disagreement ~~The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). In accordance~~ with ~~Nasdaq Listing Rule 5810(c)(3)(C),~~ the ~~Staff has provided the~~ Company relating ~~with~~to ~~180~~its ~~calendar days~~operations, policies or ~~until~~practices ~~July~~or ~~3, 2023, to regain compliance~~ with ~~the~~ ~~MVLS~~its ~~Rule.~~Board ~~The~~or ~~MVLS Notice has no immediate effect on the listing of the Company’s securities on The Nasdaq Capital Market~~management.

~~If the~~Election Company regains compliance with the MVLS Rule, the Staff will provide written confirmation to the Company and close the matter. To regain compliance with the MVLS Rule, the Company’s MVLS must meet or exceed $35.0 million for a minimum of ~~ten~~Alan ~~consecutive business days during the 180-day compliance period ending on July 3, 2023~~J. In ~~the event~~Carr ~~the~~as Company does not regain compliance with the MVLS Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a ~~Hearings Panel.~~ Director

~~The~~On ~~Company~~February ~~will~~15, ~~continue~~2023, the Board elected Alan J. Carr as an independent director of the Company, effective immediately, to ~~monitor~~fill ~~its~~the ~~MVLS~~vacancy created by Mr. Bulloch’s resignation, with a term expiring at our annual meeting of stockholders in 2024 or until his successor is duly elected and ~~consider~~qualified or ~~its~~until ~~available~~his ~~options~~earlier toresignation, ~~regain~~removal ~~compliance~~or ~~with~~death. ~~the~~The ~~MVLS~~Board ~~Rule~~also appointed Mr. ~~However,~~Carr ~~there~~to ~~can~~serve beas nothe ~~assurance~~chairman ~~that~~of a special committee of the ~~Company~~Board, ~~will~~which behas ~~able~~been established to ~~regain~~review ~~compliance~~and ~~with~~approve ~~the~~strategic ~~MVLS~~and ~~Rule~~financial initiatives.  

~~Nasdaq~~Mr. ~~Minimum~~Carr ~~Bid~~will ~~Price~~be ~~Notice~~compensated pursuant to an independent director agreement, under which he will be paid a monthly fee of $40,000, and an additional $7,500 per day for every day he devotes more than four hours of time, outside of Board meetings, for meetings or activities outside the scope of normal Board duties.

OnMr. ~~January~~Carr 5,is ~~2023,~~an ~~the~~experienced ~~Company received~~fiduciary aand ~~letter~~investment ~~(the~~professional ~~“Minimum~~with over ~~Bid~~25 ~~Price~~years ~~Notice”)~~of ~~from~~experience ~~the~~around ~~Staff~~financially ~~notifying~~distressed ~~the Company that its Class A common stock, $0~~companies.~~0001~~ ~~par~~He ~~value~~has ~~per~~vast ~~share~~experience ~~(the~~investing ~~“Common~~in ~~Stock”),~~and ~~fails~~leading tocomplex ~~comply~~financial restructurings ~~with~~and ~~the~~M&A $1transactions as ~~minimum~~well ~~bid~~as ~~price~~serving ~~required for continued listing~~ on ~~The~~boards ~~Nasdaq~~of ~~Capital~~directors ~~Market~~of ~~under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) based upon~~distressed ~~the~~and ~~closing~~reorganized ~~bid~~businesses ~~price~~around of the ~~Common Stock for the 30 consecutive business days prior to the date of the notice from Nasdaq~~globe.

The ~~Minimum~~Board ~~Bid~~determined ~~Price~~that ~~Notice has~~Mr. noCarr ~~immediate~~is ~~effect~~an onindependent director within the ~~listing~~meaning of the ~~Common~~Securities ~~Stock~~Exchange onAct ~~The~~of ~~Nasdaq Capital Market and~~1934, atas ~~this time~~amended, the ~~Common~~rules ~~Stock~~and ~~will~~regulations ~~continue to~~promulgated ~~trade~~by onthe ~~The~~Securities ~~Nasdaq~~and ~~Capital~~Exchange ~~Market~~Commission thereunder ~~under~~and the ~~symbol~~listing ~~“QTEK”.~~standards ~~Pursuant~~of tothe Nasdaq ~~Listing~~Capital ~~Rule~~Market. ~~5810(c)(3)(A)(ii),~~There ~~the~~are ~~Company has~~no ~~been~~arrangements ~~provided~~or anunderstandings ~~initial~~between ~~compliance~~Mr. ~~period~~Carr ofand ~~180~~any other ~~calendar~~person ~~days,~~in orconnection ~~until~~with ~~July~~his 5,appointment ~~2023,~~as todirector ~~regain~~of ~~compliance with~~ the ~~Minimum~~Company, ~~Bid~~and ~~Price~~there ~~Rule.~~are Tono ~~regain~~transactions ~~compliance,~~or ~~the~~relationships ~~closing~~between ~~bid~~Mr. Carr ~~price~~and of the ~~Common~~Company ~~Stock~~and ~~must~~its ~~meet~~subsidiaries orthat ~~exceed~~require ~~$1.00~~disclosure ~~per~~under ~~share~~Item ~~for~~ 404(a) ~~minimum~~ of ~~ten~~ ~~consecutive business days prior to July 5, 2023~~Regulation S-K.

IfItem the Company is unable to regain compliance with the Minimum Bid Price Rule by July 5, 2023, the Company may be eligible for an additional 180-day compliance period to demonstrate compliance with the Minimum Bid Price Rule9.01 ToFinancial ~~qualify,~~Statements ~~the Company will be required to meet the continued listing requirement for market value of publicly held shares~~ and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Rule, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, Nasdaq will notify the Company of its determination to delist the Common Stock, at which point the Company would have an opportunity to appeal the delisting determination to a Hearings Panel.Exhibits

The Company will continue to monitor the bid price of the Common Stock and consider its available options to regain compliance with the Minimum Bid Price Rule. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Rule.

Exhibit		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~2

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURE

	QUALTEK SERVICES INC.
Date: January 6, 2023	By:	/s/ Christopher S. Hisey
	Name:	Christopher S. Hisey
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	QUALTEK SERVICES INC.


Date: February 22, 2023	By:	/s/ Christopher S. Hisey
	Name:	Christopher S. Hisey
	Title:	Chief Executive Officer

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