Business Context and Reporting Period
This Form 8-K was filed by Haymaker Acquisition Corp. III, a special purpose acquisition company, not Biote Corp. The report covers events beginning March 1, 2021, including the IPO closing on March 4 and partial over-allotment closing on March 5, 2021.
The company completed its IPO before identifying or completing an initial business combination. It had 24 months from the IPO closing to complete a business combination or redeem its public shares, subject to the terms of its governing documents.
Key Financial and Capitalization Metrics
| Metric | Amount or detail |
|---|---|
| Initial IPO | 30,000,000 units at $10.00 per unit; gross proceeds of $300.0 million |
| Over-allotment | 1,750,000 additional units at $10.00 per unit; gross proceeds of $17.5 million |
| Public warrants | Each unit included one-fourth of a warrant; each whole warrant is exercisable for one Class A share at $11.50 per share |
| Private placement warrants | 5,333,333 warrants for $8.0 million at IPO closing and 233,333 warrants for $0.35 million in connection with the over-allotment |
| Trust account | $300.0 million deposited with J.P. Morgan Chase Bank, N.A.; this comprised $294.0 million of IPO proceeds, including $10.5 million of deferred underwriting discount, and $6.0 million of private placement proceeds |
| Founder shares | 8,625,000 shares initially held by the sponsor; 437,500 shares were forfeited and cancelled after the partial over-allotment exercise |
| Revenue and profitability | The filing text does not provide operating revenue, net income, earnings per share, or margin information. |
| Cash flow and liquidity | The filing text does not provide cash-flow statements or unrestricted cash balances. Trust funds were subject to significant restrictions. |
| Debt | The filing text does not disclose debt balances or borrowings. |
Material Changes Versus the Prior Comparable Period
- The company completed its initial public offering and raised $300.0 million before the partial over-allotment exercise.
- The underwriters exercised part of their option, resulting in an additional $17.5 million of IPO proceeds and the issuance of 1,750,000 units.
- The sponsor purchased an aggregate of 5,566,666 private placement warrants for total gross proceeds of $8.35 million.
- The sponsor forfeited and the company cancelled 437,500 founder shares to preserve the sponsor’s 20.0% ownership of issued and outstanding common stock.
- The company adopted an amended and restated certificate of incorporation and entered into underwriting, warrant, trust, registration-rights, sponsor, administrative-support, and related agreements.
Guidance, Outlook, Risks, and Unusual Items
- No revenue, earnings, operating, or financial guidance was provided.
- The trust account funds generally cannot be released until completion of an initial business combination, specified shareholder redemptions, or redemption if no business combination is completed within 24 months of the IPO closing.
- Public shareholders may have redemption rights in connection with a business combination or certain amendments to the company’s governing documents.
- If the company fails to complete a business combination within the required period, public shares are subject to redemption, subject to applicable law.
- Private placement warrants were issued under the Securities Act’s Section 4(a)(2) exemption and were substantially identical to the public warrants, except as described in the registration statement.
- The filing does not identify Biote Corp. as the registrant or disclose a transaction involving Biote; investors should reconcile the requested company name with the actual filing entity.
Important Facts for Investors to Verify
- Confirm whether this Haymaker Acquisition Corp. III filing is the intended document for the Biote Corp. request.
- Verify the final IPO and over-allotment share, unit, warrant, and founder-share counts.
- Review the trust agreement and amended charter for redemption mechanics, the 24-month deadline, and permitted withdrawals.
- Review the warrant agreement for exercise terms, redemption provisions, and differences between public and private placement warrants.
- Determine whether a subsequent filing identifies a target business combination, including any transaction involving Biote Corp.