Fortress Investment SC 13G QualTek Services / Fortress Investment ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

QualTek Services Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

74760R303

(CUSIP Number)

February 14, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☑

Rule 13d-1(c)

☐

Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSON Drawbridge DSO Securities LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,713,236
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,713,236
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,713,236
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%¹
12	TYPE OF REPORTING PERSON OO

_______________________

The percentage of Class A Common Stock (as defined below in Item 2(d)) is based on 24,446,284 shares of Class A Common Stock outstanding as of May 17, 2022, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2022, plus the following: (i) 11,042 shares issuable upon the exercise of certain warrants; and (ii) 2,702,194 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

CUSIP No.

74760R303

1	NAME OF REPORTING PERSON Drawbridge Special Opportunities Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,713,236¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,713,236¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,713,236
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON PN

_______________________

¹	Solely in its capacity as the holder of all membership interests in Drawbridge DSO Securities LLC.

CUSIP No.

74760R303

1	NAME OF REPORTING PERSON Drawbridge Special Opportunities GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,713,236¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,713,236¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,713,236
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON OO, HC

_______________________

¹	Solely in its capacity as the general partner of Drawbridge Special Opportunities Fund LP.

CUSIP No.

74760R303

1	NAME OF REPORTING PERSON Fortress Principal Investment Holdings IV LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,713,236¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,713,236¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,713,236
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON OO, HC

_______________________

¹	Solely in its capacity as the holder of all membership interests in Drawbridge Special Opportunities GP LLC.

CUSIP No.

74760R303

1	NAME OF REPORTING PERSON Drawbridge Special Opportunities Advisors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,713,236¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,713,236¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,713,236
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON OO, IA

_______________________

¹	Solely in its capacity as the investment adviser to certain investment funds (including Drawbridge Special Opportunities Fund LP) that hold notes convertible into Class A Common Stock and warrants exercisable for Class A Common Stock.

The percentage of Class A Common Stock (as defined below in Item 2(d)) is based on 24,446,284 shares of Class A Common Stock outstanding as of May 17, 2022, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2022, plus the following: (i) 14,371 shares issuable upon the exercise of certain warrants; and (ii) 2,698,865 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4)

CUSIP No.

74760R303

1	NAME OF REPORTING PERSON Fortress Lending II Holdings L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,713,236
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,713,236
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,713,236
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%¹
12	TYPE OF REPORTING PERSON PN

_______________________

The percentage of Class A Common Stock (as defined below in Item 2(d)) is based on 24,446,284 shares of Class A Common Stock outstanding as of May 17, 2022, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2022, plus 2,713,236 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

CUSIP No.

74760R303

1	NAME OF REPORTING PERSON Fortress Lending Advisors II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,713,236¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,713,236¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,713,236
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON OO, IA

_______________________

¹	Solely in its capacity as the investment adviser to Fortress Lending II Holdings L.P.

The percentage of Class A Common Stock (as defined below in Item 2(d)) is based on 24,446,284 shares of Class A Common Stock outstanding as of May 17, 2022, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2022, plus 2,713,236 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

CUSIP No.

74760R303

1	NAME OF REPORTING PERSON Fortress Lending III Holdings L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,713,236
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,713,236
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,713,236
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%¹
12	TYPE OF REPORTING PERSON PN

_______________________

The percentage of Class A Common Stock (as defined below in Item 2(d)) is based on 24,446,284 shares of Class A Common Stock outstanding as of May 17, 2022, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2022, plus 2,713,236 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

CUSIP No.

74760R303

1	NAME OF REPORTING PERSON Fortress Lending Advisors III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,713,236¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,713,236¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,713,236
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON OO, IA

_______________________

¹	Solely in its capacity as the investment adviser to Fortress Lending III Holdings L.P.

The percentage of Class A Common Stock (as defined below in Item 2(d)) is based on 24,446,284 shares of Class A Common Stock outstanding as of May 17, 2022, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2022, plus 2,713,236 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

CUSIP No.

74760R303

1	NAME OF REPORTING PERSON FIG LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,713,236¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,713,236¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,713,236
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON OO, HC

_______________________

Solely in its capacity as the holder of all membership interests in investment advisers (including Drawbridge Special Opportunities Advisors LLC, Fortress Lending Advisors II LLC and Fortress Lending Advisors III LLC) to certain investment funds that hold notes convertible into Class A Common Stock.

The percentage of Class A Common Stock (as defined below in Item 2(d)) is based on 24,446,284 shares of Class A Common Stock outstanding as of May 17, 2022, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2022, plus the following: (i) 17,184 shares issuable upon the exercise of certain warrants; and (ii) 2,696,052 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

CUSIP No.

74760R303

1	NAME OF REPORTING PERSON Fortress Operating Entity I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,713,236¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,713,236¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,713,236
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON PN, HC

_______________________

¹	Solely in its capacity as the holder of all of the issued and outstanding membership interests of FIG LLC and Fortress Principal Investment Holdings IV LLC.

The percentage of Class A Common Stock (as defined below in Item 2(d)) is based on 24,446,284 shares of Class A Common Stock outstanding as of May 17, 2022, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2022, plus the following: (i) 17,184 shares issuable upon the exercise of certain warrants; and (ii) 2,696,052 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

CUSIP No.

74760R303

1	NAME OF REPORTING PERSON FIG Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,713,236¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,713,236¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,713,236
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON CO, HC

_______________________

¹	Solely in its capacity as the general partner of Fortress Operating Entity I LP.

The percentage of Class A Common Stock (as defined below in Item 2(d)) is based on 24,446,284 shares of Class A Common Stock outstanding as of May 17, 2022, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2022, plus the following: (i) 17,184 shares issuable upon the exercise of certain warrants; and (ii) 2,696,052 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

CUSIP No.

74760R303

1	NAME OF REPORTING PERSON Fortress Investment Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,713,236¹
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,713,236¹
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,713,236
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☑
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%²
12	TYPE OF REPORTING PERSON OO, HC

_______________________

¹	Solely in its capacity as the holder of all issued and outstanding shares of FIG Corp.

The percentage of Class A Common Stock (as defined below in Item 2(d)) is based on 24,446,284 shares of Class A Common Stock outstanding as of May 17, 2022, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2022, plus the following: (i) 17,184 shares issuable upon the exercise of certain warrants; and (ii) 2,696,052 shares issuable upon the conversion of certain notes due to the Ownership Limitation (as defined below in Item 4).

Item 1(a)

Name of Issuer

The name of the issuer is QualTek Services Inc. (the “Issuer”).

Item 1(b)

Address of Issuer’s Principal Executive Offices

The Issuer’s principal executive offices are located at: 475 Sentry Parkway E, Suite 200, Blue Bell, PA, 19422.

Item 2(a)

Name of Person Filing

This statement is filed by:

(i)

Drawbridge DSO Securities LLC, a Delaware limited liability company, which directly holds warrants exercisable for Class A Common Stock and notes convertible into Class A Common Stock;

(ii)

Drawbridge Special Opportunities Fund LP, a Delaware limited partnership, which is the holder of all membership interest in Drawbridge DSO Securities LLC and may therefore be deemed to beneficially own the Class A Common Stock beneficially owned thereby;

(iii)

Drawbridge Special Opportunities GP LLC, a Delaware limited liability company, which is the general partner of Drawbridge Special Opportunities Fund LP and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby;

(iv)

Fortress Principal Investment Holdings IV LLC, a Delaware limited liability company, which is the holder of all membership interest in Drawbridge Special Opportunities GP LLC and may therefore be deemed to beneficially own the Class A Common Stock beneficially owned thereby;

(v)

Drawbridge Special Opportunities Advisors LLC, a Delaware limited liability company, which is the investment adviser to certain investment funds (including Drawbridge Special Opportunities Fund LP) that hold warrants exercisable for Class A Common Stock and notes convertible into Class A Common Stock and may therefore be deemed to beneficially own the Class A Common Stock beneficially owned thereby;

(vi)

Fortress Lending II Holdings L.P., a Cayman Islands exempted limited partnership, which directly holds notes convertible into Class A Common Stock;

(vii)

Fortress Lending Advisors II LLC, a Delaware limited liability company, which is the investment adviser to Fortress Lending II Holdings L.P. and may therefore be deemed to beneficially own the Class A Common Stock beneficially owned thereby;

(viii)

Fortress Lending III Holdings L.P., a Cayman Islands exempted limited partnership, which directly holds notes convertible into Class A Common Stock;

(ix)

Fortress Lending Advisors III LLC, a Delaware limited liability company, which is the investment adviser to Fortress Lending III Holdings L.P. and may therefore be deemed to beneficially own the Class A Common Stock beneficially owned thereby;

(x)

FIG LLC, a Delaware limited liability company, which is the holder of all membership interests in investment advisers (including Drawbridge Special Opportunities Advisors LLC, Fortress Lending Advisors II LLC and Fortress Lending Advisors III LLC) to certain investment funds that hold warrants exercisable for Class A Common Stock and notes convertible into Class A Common Stock and may therefore be deemed to beneficially own the Class A Common Stock beneficially owned thereby;

Fortress Investment (FIG) SC 13GQualTek Services / Fortress Investment ownership change