Biote Corp. / Haymaker Acquisition Corp. III — Form 8-K Summary
Reporting date: May 11, 2022. The filing was submitted by Haymaker Acquisition Corp. III in connection with its proposed business combination with BioTE Holdings, LLC (“Biote”). The filing reports Regulation FD disclosure and attaches Biote’s May 11, 2022 press release regarding financial highlights for the three months ended March 31, 2022.
Business Context and Transaction Status
- Haymaker and Biote entered into a Business Combination Agreement involving Haymaker Sponsor III LLC, Biote, BioTE Management, LLC, Dr. Gary Donovitz and Teresa S. Weber as members’ representative.
- A special meeting of Haymaker stockholders was scheduled for May 24, 2022 to vote on, among other matters, approval of the business combination.
- Closing was expected shortly after the special meeting, subject to stockholder approval and other customary closing conditions.
Financial Metrics
The filing states that Biote issued financial highlights for the three months ended March 31, 2022 in Exhibit 99.1, but the provided filing text does not include the press release’s underlying revenue, profit, cash flow, margin, debt or liquidity figures. No clear numerical financial values are available in the supplied text.
Material Changes Versus Prior Period
The filing text does not provide sufficient financial data to assess changes versus the comparable prior period. Any year-over-year or sequential comparisons would need to be verified in Exhibit 99.1 or Biote’s other SEC filings.
Guidance, Outlook, Risks and Unusual Items
- Forward-looking statements address the anticipated timing and benefits of the transaction, Biote’s markets and services, future growth, operating performance, capital expenditures and business prospects.
- Completion risks include failure to obtain stockholder approval, failure to meet minimum cash requirements after redemptions, inability to obtain regulatory approvals, termination of the Business Combination Agreement and failure to complete Truist debt financing.
- Other identified risks include transaction-related disruption, litigation, exchange listing requirements, competition, regulatory changes, COVID-19-related industry downturns, supply-chain issues, data privacy and cybersecurity, limited operating history, capital needs, physician and employee relationships, third-party manufacturing, pharmacy-compounding scrutiny, health care fraud and abuse, HIPAA compliance and risks related to Biote’s nutraceutical business.
- The filing cautions that forward-looking statements are subject to significant uncertainties and that actual results may differ materially. Neither Biote nor Haymaker undertook to update these statements.
- The filing also notes that the information under Item 7.01 and Exhibit 99.1 is furnished, rather than filed, for purposes of Section 18 of the Exchange Act, except where expressly incorporated by reference.
Investor Verification Checklist
- Verify Biote’s March 31, 2022 revenue, profitability, cash flow, margins, debt and liquidity in Exhibit 99.1 or the related financial statements.
- Confirm the status and final terms of the business combination, including stockholder approval, redemptions, minimum cash and closing conditions.
- Review the definitive proxy statement for transaction valuation, dilution, sponsor interests, debt financing terms and risk factors.
- Assess whether Truist debt financing was completed and whether the combined company maintained sufficient liquidity.
- Review subsequent SEC filings for transaction completion, changes to guidance, operating results and any litigation or regulatory developments.