Business context and reporting period
Important issuer mismatch: The supplied filing is Haymaker Acquisition Corp. III’s unaudited Form 10-Q for the quarter ended June 30, 2021—not a filing by Biote Corp. Haymaker was a blank-check SPAC seeking a business combination, had not begun operations, and reported no operating revenue. It completed its IPO in March 2021.
Financial results and position
- Net income: $13.24 million for the second quarter and $9.30 million for the six months ended June 30, 2021. Income was principally driven by noncash gains from remeasuring warrant liabilities, not operating performance.
- Operating costs: $459,768 for the quarter and $518,328 for the six-month period; franchise tax expense was $39,126 and $88,441, respectively. No revenue or operating margin was reported.
- Cash flow: Six-month cash used in operating activities was $1.02 million; $317.50 million was deposited into the trust account; financing activities provided $319.00 million. Cash outside the trust was $484,090 at quarter-end.
- Assets and liquidity: Total assets were $318.45 million, including $317.51 million in trust investments. Working capital was $709,775. Management disclosed substantial doubt about the company’s ability to continue as a going concern, citing limited outside-trust cash and expected acquisition costs.
- Liabilities and equity: Total liabilities were $25.40 million, including $14.24 million of warrant liabilities and $11.11 million of deferred underwriting fees payable only if a business combination closes. Stockholders’ equity was $5.00 million. The filing reports no outstanding working-capital loans at June 30.
Changes versus prior period
The comparable prior-year operating period is not presented; the company was formed in July 2020 and completed its IPO in March 2021. Compared with December 31, 2020, trust investments increased from zero to $317.51 million, cash increased from $1,594 to $484,090, and warrant liabilities and redeemable Class A shares were recorded following the IPO. Six-month results include a $14.37 million noncash gain from warrant fair-value changes and a $3.51 million gain related to private-placement warrants.
Outlook, risks and unusual items
- No financial guidance was provided. Haymaker said it intended to use IPO proceeds toward a business combination and had until March 4, 2023 to complete one; failure to do so would generally require redemption of public shares and liquidation.
- Management warned that it might lack sufficient funds for operations or transaction costs and that additional financing could be needed. Completion of a business combination was not assured.
- Warrant liabilities are remeasured each reporting period, producing potentially material noncash earnings volatility. The company identified this as a risk to reported results and potentially to completing a transaction.
- The filing cites COVID-19-related uncertainty as a potential impediment to target diligence, negotiations, financing, and transaction completion.
- Disclosure controls were reported ineffective at June 30 due to a previously disclosed material weakness. The filing refers to a restatement but does not clearly describe its scope or amounts in the supplied text; management said it performed additional analysis and planned remediation.
- No legal proceedings or subsequent events requiring adjustment or disclosure were reported.
Most important facts for investors to verify
- Confirm the issuer: this document is Haymaker Acquisition Corp. III, not Biote Corp.
- Review the nature and status of the referenced restatement and material weakness, and whether remediation was completed.
- Separate recurring cash needs and operating costs from noncash warrant remeasurement gains when assessing the reported net income.
- Verify the trust balance, deferred underwriting fee conditions, and remaining liquidity available outside the trust.
- Check later filings for a business-combination announcement, financing needs, redemption activity, and any changes to the March 2023 deadline.