UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

FORM 8-K

Current Report

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

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): April 18, 2023

Date of report (Date of earliest event reported): March 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)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

475 Sentry Parkway E, Suite 200

475 Sentry Parkway E, Suite 200

Blue Bell, Pennsylvania

19422

(Address of principal executive offices)

(Zip Code)

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)

~~None~~N/A

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed since ~~Since~~last ~~Last Report~~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 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On April ~~March 16~~18, 2023, QualTek Services Inc., a Delaware corporation (the “Company”), ~~through~~received ~~its~~a ~~wholly-owned~~notice ~~subsidiaries~~(the ~~QualTek~~“Notice”) from ~~Buyer,~~The ~~LLC~~Nasdaq ~~and~~Stock ~~QualTek~~Market LLC, ~~entered into an amendment to each of~~ (i“Nasdaq”) ~~the~~stating ~~Term~~that ~~Credit~~because ~~and~~the ~~Guaranty~~Company ~~Agreement, dated as of July 18, 2018, among QualTek Buyer, LLC, QualTek LLC, certain subsidiaries of~~has not yet filed its ~~QualTek~~Form ~~LLC~~10-K ~~and Citibank, N.A., as administrative agent and collateral agent~~ (the “~~Term Loan Amendment~~Form 10-K”), ~~and (ii)~~ the ~~ABL Credit~~Company ~~and~~is ~~Guaranty~~no ~~Agreement,~~longer ~~dated~~in ascompliance ofwith ~~July~~Nasdaq ~~18,~~Listing ~~2018,~~Rule ~~among QualTek Buyer~~5250(c)(1), which ~~LLC,~~requires ~~QualTek~~listed ~~LLC,~~companies ~~certain~~to ~~subsidiaries~~timely offile ~~QualTek~~all ~~LLC~~required ~~and PNC~~periodic ~~Bank,~~financial ~~National~~reports ~~Association,~~with asthe ~~administrative~~Securities ~~agent~~ and ~~collateral~~Exchange ~~agent~~Commission (the “~~ABL Amendment~~SEC”).

~~The Term Loan Amendment provides for $55 million~~This ofnotification ~~immediately~~has ~~available~~no ~~new~~immediate ~~money~~effect ~~incremental~~on ~~term~~the ~~loans~~listing ~~under~~of the ~~existing~~Company’s ~~term~~shares ~~loan~~on ~~credit agreement~~Nasdaq. ~~On March 16~~However, ~~2023,~~if the Company ~~borrowed~~ ~~the~~fails ~~full~~to ~~$55~~timely ~~million~~regain compliance ofwith ~~new money incremental term loans. Each of~~ the ~~lenders~~Nasdaq ~~providing~~Listing ~~the new money incremental term loans~~Rule, ~~and~~ ~~existing term lenders who agree to take new money incremental term loans by assignment after~~ the ~~closing~~Company’s ~~date~~common ~~and~~stock ~~participate in the reallocation process,~~ will be ~~entitled~~subject to ~~receive~~delisting ~~rollover~~from ~~loans structured as a new facility of term loans under the existing term loan credit agreement~~Nasdaq. ~~Pursuant~~Under toNasdaq ~~the payment waterfall~~rules, the ~~new~~Company ~~money~~has ~~incremental~~60 ~~term~~calendar ~~loans~~days ~~will~~to besubmit ~~senior~~ to ~~the~~Nasdaq ~~rollover~~a ~~loans,~~plan ~~and~~to ~~the rollover~~regain ~~loans~~compliance ~~will~~with ~~be senior to~~ the ~~existing~~Nasdaq ~~term~~Listing ~~loans~~Rule. ~~The~~If ~~interest~~Nasdaq ~~rate~~accepts on the ~~new money incremental term loans will be the secured~~Company’s ~~overnight financing rate (“SOFR”) plus 12.0%~~plan, ~~with~~then aNasdaq ~~minimum~~may ~~cash~~grant ~~pay~~the ~~requirement~~Company ofup ~~SOFR~~to ~~plus~~180 ~~1.00%~~days ~~and~~from the ~~remainder~~prescribed ~~to be~~due ~~paid-in-kind. The maturity~~ date onfor filing the ~~new~~Form ~~money~~10-K ~~incremental~~to ~~term~~regain ~~loans will be June 16, 2024~~compliance. ~~The Term Loan Amendment will also implement~~If ~~modifications~~Nasdaq todoes ~~certain~~not ofaccept the ~~affirmative~~Company’s ~~covenants~~plan, ~~negative~~then ~~covenants~~the ~~and~~Company ~~events~~will ofhave ~~default and certain other amendments. The interest rate and maturity date of~~ the ~~rollover~~opportunity ~~loans~~to ~~will~~appeal ~~remain~~that ~~consistent~~decision ~~with~~to ~~the~~a ~~existing~~Nasdaq ~~term loans~~Hearings Panel.

~~The~~Item ~~ABL Amendment provides for a reduction in the aggregate commitment from $130 million to $105 million, a modification of the interest rate to BSBY plus 5~~7.~~00%~~01 ~~and~~Regulation aFD ~~modification of the maturity date of the ABL facility to be June 16, 2024~~Disclosure. The ABL Amendment will also implement modifications to certain of the affirmative covenants, negative covenants and events of default, including a waiver of the financial covenant for the fiscal quarters ended March 31, 2023, June 30, 2023 and September 30, 2023.

~~The~~On April ~~description~~24, of2023, the ~~Term~~Company ~~Loan~~issued ~~Amendment~~a ~~and the~~press ~~ABL~~release ~~Amendment~~disclosing inits ~~this~~receipt ~~Current~~of ~~Report~~the onNotice ~~Form~~referenced ~~8-K~~above ~~is a summary of,~~ and ~~is qualified in its entirety by,~~ the ~~terms~~matters ofdiscussed ~~the Term Loan~~below ~~Amendment~~relating ~~and~~to the ~~ABL~~Company’s ~~Amendment~~indebtedness. A copy of ~~each of~~ the ~~Term~~press ~~Loan~~release ~~Amendment and the ABL Amendment~~ is ~~included~~attached as Exhibit 1099.1 ~~and Exhibit 10.2, respectively,~~ to this Current Report on Form 8-K and is incorporated herein by reference.

~~Item~~This 2information is furnished pursuant to Item 7.0301 ~~Creation~~of Form 8-K and shall not be deemed to be “filed” for the purposes of aSection ~~Direct~~18 ~~Financial~~of ~~Obligation~~the Securities Exchange Act of 1934 or anotherwise ~~Obligation~~subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities anAct ~~Off~~of 1933 or the Securities Exchange Act of 1934. By furnishing this information on this Current Report on Form 8-~~Balance~~K, ~~Sheet~~we ~~Arrangement~~make no admission as to the materiality of aany ~~Registrant~~information in this report that is required to be disclosed solely by reason of Regulation FD.

~~The disclosure contained in~~ Item 18.01. ofOther ~~this Current Report on Form 8-K is incorporated herein by reference~~Events.

~~Item~~As 5previously disclosed, on March 15, 2023, the Company did not make an interest payment of approximately $3.027 ~~Departure~~million due on its Senior Unsecured Convertible Notes due 2027 (the “Convertible Notes”). The Company had a 30-day grace period, or until April 14, 2023, to make the interest payment. The Company has not made the interest payment, and, as a result, an event of ~~Directors~~default has occurred under the indenture that governs the Convertible Notes (the “Indenture”), the ABL Credit Agreement (as defined below) and the Term Loan Credit Agreement (as defined below). Pursuant to the Indenture, upon an event of default, the trustee under the Convertible Notes or ~~Certain~~holders ~~Officers;~~of ~~Election~~25% in aggregate principal amount of ~~Directors;~~the ~~Appointment~~outstanding Convertible Notes may declare the principal of, ~~Certain~~premium, ~~Officers;~~if ~~Compensatory~~any, ~~Arrangements~~on and accrued and unpaid interest on, the Convertible Notes to be due and payable immediately, which would require the Company to pay approximately $130 million immediately. In addition, pursuant to each of ~~Certain~~the ~~Officers~~ABL Credit Agreement and the Term Loan Credit Agreement, upon an event of default, the lenders under such facilities can accelerate the repayment of the outstanding borrowings thereunder and exercise other rights and remedies that they have under applicable laws. The Company has not received any notices of acceleration as of the date hereof.

~~Departure~~The Company has entered into a forbearance agreement with holders of ~~Maha~~approximately ~~Eltobgy~~72% of the aggregate principal amount of the outstanding Convertible Notes (the “Forbearing Holders”), pursuant to which the Forbearing Holders have agreed to (i) forbear from exercising any of their rights and remedies, including with respect to an acceleration, under the Indenture or applicable law with respect to any default or any event of default arising under the Indenture relating to or as a ~~Director~~proximate result of the Company’s failure to pay interest on the Convertible Notes on March 15, 2023 or during the subsequent 30-day grace period and (ii) exercise their rights pursuant the Indenture to direct the trustee to forbear from exercising any remedy available to the trustee or exercising any trust or power conferred upon the trustee with respect to such defaults or events of default, in each case during the period commencing on April 24, 2023 and ending upon the earliest to occur of (a) 11:59 p.m. (New York City time) on May 15, 2023, (b) the occurrence of any event of default other than the defaults and events of default specified above, (c) payment of interest that was due March 15, 2023 to each Forbearing Holder, (d) the Company’s failure to pay any amounts owed to certain of the Forbearing Holders’ advisors, (e) an event of default, acceleration, or similar event in connection with any of the Company’s funded and/or revolving indebtedness, provided that the Company has not entered into a forbearance or similar agreement with respect to the foregoing clause (e), and (f) any borrowing or further extension of credit under the Company’s term loan facility, any provision of additional collateral to or for the benefit of the lenders under such term loan facility or any other lenders, agents, trustees or other parties under any credit facility or any other financing or similar instrument, or entry into any other non-ordinary course financing or similar transaction or any material asset disposition, in each case without the express written consent of the Forbearing Holders.

OnThe ~~March~~Company ~~15,~~has ~~2023,~~entered ~~Maha Eltobgy,~~ into a ~~member~~forbearance ofagreement with the ~~Board~~ ofadministrative ~~Directors~~agent and lenders (the “~~Board~~ABL Forbearing Holders”) under the ABL Credit Agreement, dated as of July 18, 2018 (as amended, supplemented or otherwise modified from time to time, the ~~Company~~“ABL Credit Agreement”), ~~notified~~pursuant to which the ~~Company~~ABL ~~that~~Forbearing ~~she~~Holders ~~was~~have ~~resigning~~agreed to forbear from ~~the~~exercising ~~Board~~any of their rights and remedies, ~~effective~~including ~~immediately~~with respect to an acceleration, in respect of a cross-payment event of default arising under Section 8.1(b)(i) of Msthe ABL Credit Agreement, among other changes and forbearances, including a reduction in the aggregate commitment from $105 million to $90 million. ~~Eltobgy’s~~The ~~resignation~~forbearance isperiod ~~not~~shall expire on the ~~result~~earliest of: (i) May 15, 2023, (ii) the time at which any ~~disagreement~~of ~~with~~the representations and warranties in the ~~Company~~forbearance ~~relating~~agreement tois ~~its~~inaccurate ~~operations,~~in ~~policies~~any material respect or ~~practices~~any covenant is breached in any material respect, (iii) the occurrence of any other default or ~~with~~event ~~its~~of ~~Board~~default under the ABL Credit Agreement or ~~management~~(iv) the trustee under the Convertible Notes exercises any remedy under the Indenture.

~~Election~~The Company has entered into a limited waiver agreement with the administrative agent and required lenders (the “Term Loan Waiving Holders”) under the Term Loan Credit Agreement, dated as of ~~Emanuel~~July R.18, ~~Pearlman~~2018 (as amended, supplemented or otherwise modified from time to time, the “Term Loan Credit Agreement”), pursuant to which the Term Loan Waiving Holders have agreed to waive certain defaults, including with respect to an acceleration, due to a ~~Director~~cross-payment event of default under Section 8.1(b)(i) of the Term Loan Credit Agreement, among other changes and waivers that will allow the Company to request additional borrowings in the form of new money incremental term loans in an amount of up to $20 million, subject to the approval of the Required Lenders (as defined in the Term Loan Credit Agreement). The waiver period shall expire on the earliest of: (i) May 15, 2023, (ii) the time at which any of the representations and warranties in the limited waiver agreement is inaccurate in any material respect or any covenant is breached in any material respect, (iii) the occurrence of any other default or event of default under the Term Loan Credit Agreement or (iv) the trustee under the Convertible Notes exercises any remedy under the Indenture.

OnWe will ~~March~~likely ~~15,~~choose ~~2023,~~or ~~the~~need ~~Board~~to ~~elected~~obtain ~~Emanuel~~alternative ~~R. Pearlman~~sources asof ancapital, ~~independent~~otherwise ~~director~~meet ofour ~~the~~liquidity ~~Company,~~needs ~~effective~~and/or ~~immediately,~~restructure toour ~~fill~~existing indebtedness through the ~~vacancy~~protections ~~created~~available byunder ~~Ms.~~applicable ~~Eltobgy’s~~bankruptcy ~~resignation~~or insolvency laws, ~~with~~ aincluding ~~term~~Chapter ~~expiring~~11 atof ~~our~~the ~~annual~~U.S. ~~meeting~~Bankruptcy Code. Holders of ~~stockholders~~our inClass ~~2024~~A orCommon ~~until~~Stock ~~his~~will ~~successor~~likely isnot ~~duly elected~~receive ~~and~~any ~~qualified~~value or ~~until~~payments ~~his~~in ~~earlier~~a ~~resignation,~~restructuring ~~removal~~ or ~~death~~similar transaction. Our ~~The~~normal ~~Board~~operations ~~also~~are ~~appointed~~not ~~Mr.~~anticipated ~~Pearlman~~ to ~~serve~~be asimpacted aand ~~member of~~we ~~the~~expect ~~special~~to ~~committee~~continue ofto ~~the~~serve ~~Board~~our ~~that~~customers ~~has~~with ~~been~~our ~~established~~dedicated ~~to review~~ and ~~approve~~experienced team ~~strategic and financial alternatives~~members.

2Item 9.01 Financial Statements and Exhibits

Mr. Pearlman is the Founder, Chairman and Chief Executive Officer of Liberation Investment Group, an investment management and consulting firm that provides financial consulting, devises capital structures, negotiates IPOs, leads acquisitions and mergers, implements restructurings, and creates other complex financial plans for a variety of companies. In February 2023, Mr. Pearlman became a member of the Board of Diebold Nixdorf, Inc., a multinational financial and retail technology company that specializes in the sale, manufacture, installation and service of self-service transaction systems (~~such as ATMs and currency processing systems~~d), point-of-sale terminals, physical security products, and software and related services for global financial, retail and commercial markets. He also serves as a member of the Finance and the People & Compensation Committees. Since January 2012, Mr. Pearlman has been a director of Network-1 Technologies, Inc., a company specializing in the development, licensing, and protection of its intellectual property assets, where he serves as chairman of the audit committee and a member of the nominating and governance committee. Mr. Pearlman is currently a director of LSC Communications, LLC, the largest producer of books in the United States and a leading manufacturer and distributor of magazines, catalogs and office products, serving as a member of the audit and compensation committees since 2021.Exhibits:

From March 2022 to April 2022, Mr. Pearlman served as a director of Redbox Entertainment, Inc., an entertainment company, and chair of its strategic review committee. In October 2020 and February 2021, Mr. Pearlman became a director of Atlas Crest Investment Corp. (“ACIC”) and Atlas Crest Investment Corp. II (“ACII”), special purpose acquisition companies. He served as chairman of the audit committee and as a member of the compensation committee and nomination & governance committee on both boards until his ACIC board service ended in September 2021 and his ACII board service ended in June 2022. Prior to that, Mr. Pearlman served as director of Empire Resorts, Inc. (2010 - 2019); CEVA Logistics, AG (2018-2019); CEVA Holdings, LLC (2013-2018); ClubCorp Holdings, Inc. (2017); Fontainebleau Miami JV, LLC (2009-2014); Jameson Inns, Inc. (2012); Dune Energy, Inc. (2012-2013); Multimedia Games, Inc. (2006-2010); and Network-1 Security Solutions, Inc. (2000-2002). Mr. Pearlman holds an M.B.A. from Harvard Business School and an A.B. from Duke University. Mr. Pearlman is 62 years old.

EXHIBIT NO.	DESCRIPTION	LOCATION
99.1	Press Release	Furnished herewith
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Mr. Pearlman will be compensated pursuant to an independent director agreement, under which he will be paid a monthly fee of $40,000.~~SIGNATURES

~~The~~Pursuant ~~Board~~to ~~determined that Mr. Pearlman is an independent director within~~ the ~~meaning~~ requirements of the Securities Exchange Act of 1934, as amended ~~(the “Exchange Act”)~~, the ~~rules~~registrant ~~and~~has ~~regulations promulgated~~duly bycaused ~~the~~this ~~Securities~~report ~~and~~to ~~Exchange~~be ~~Commission~~signed ~~(the~~on ~~“SEC”)~~its ~~thereunder~~behalf ~~and~~by the ~~listing standards of the Nasdaq Capital~~undersigned ~~Market.~~hereunto ~~There~~duly ~~are no arrangements or understandings between Mr~~authorized. Pearlman and any other person in connection with his appointment as director of the Company, and there are no transactions or relationships between Mr. Pearlman and the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

	QUALTEK SERVICES INC.

Date: April 24, 2023	By:	/s/ Christopher S. Hisey
	Name:	Christopher S. Hisey
	Title:	Chief Executive Officer

Press Release

In connection with the Term Loan Amendment and the ABL Amendment, the Company issued a press release on March 16, 2023, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

Hisey Notice of Non-Renewal

The Company’s employment agreement with Christopher S. Hisey, the Company’s Chief Executive Officer and a member of the Board, automatically renews each year for a one-year period unless either party gives notice of non-renewal. Mr. Hisey has notified the Company that he will not renew his employment agreement with the Company. Mr. Hisey remains the Company’s Chief Executive Officer and a member of the Board until his resignation or removal from such positions. Mr. Hisey and the Company intend to discuss alternative employment terms prior to the expiration of Mr. Hisey’s employment agreement.

Failure to Make Interest Payment on the Convertible Notes

On March 15, 2023, the Company did not make an interest payment of approximately $3.7 million due on its Senior Unsecured Convertible Notes due 2027 (the “Convertible Notes”). The Company has a 30-day grace period, or until April 14, 2023, to make the interest payment. If, at the expiration of such 30-day grace period on April 14, 2023, the Company does not make the interest payment, the trustee under the Convertible Notes or holders of 25% in aggregate principal amount of the Convertible Notes may declare the principal of, premium, if any, of and accrued and unpaid interest on, the Convertible Notes to be due and payable immediately, which would require the Company to pay approximately $128.5 million immediately.

Forward Looking Statements

This Current Report on Form 8-K 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 financial condition, results of operations, earnings outlook and prospects of the Company. 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 (or the negative versions of such 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 the Company 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 the Company.

Should one or more of the risks or uncertainties materialize or should any of the assumptions made by the management of the Company 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 matters addressed in this Current Report on Form 8-K and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Current Report on Form 8-K. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K to reflect the occurrence of unanticipated events.

Item 9.01 Financial Statements and Exhibits.

Exhibit		Description
10.1		Amendment to Term Credit and Guaranty Agreement, dated March 16, 2023, by and among QualTek Buyer, LLC, QualTek LLC, certain subsidiaries of QualTek LLC and Citibank, N.A., as administrative agent and collateral agent.
10.2		Amendment to ABL Credit and Guaranty Agreement, dated March 16, 2023, by and among QualTek Buyer, LLC, QualTek LLC, certain subsidiaries of QualTek LLC and PNC Bank, National Association, as administrative agent and collateral agent.
99.1		Press release, dated March 16, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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: March 16, 2023	By:	/s/ Matthew J. McColgan
	Name:	Matthew J. McColgan
	Title:	Chief Financial Officer

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