Business Context and Reporting Period
Haymaker Acquisition Corp. III, the SPAC that later became associated with Biote Corp., filed this Form 8-K on March 10, 2021, reporting events occurring primarily on March 4, 2021. The filing covers the company’s initial public offering, private warrant financing, partial underwriter over-allotment exercise, and related capitalization matters.
Key Financial Metrics and Capitalization
- The company completed an IPO of 30,000,000 units at $10.00 per unit, generating approximately $300.0 million in gross proceeds. The filing states gross proceeds of $300.35 million, reflecting certain related warrant proceeds.
- Each unit included one Class A common share and one-fourth of a redeemable warrant. Each whole warrant permits purchase of one Class A share at $11.50 per share.
- The sponsor purchased 5,333,333 private placement warrants at $1.50 each, generating $8.0 million of gross proceeds.
- Approximately $300.35 million was deposited into a U.S.-based trust account, including $10.5 million of deferred underwriting commissions and $350,000 related to private placement warrants.
- The underwriters partially exercised their over-allotment option for 1,750,000 additional units at $10.00 per unit, generating $17.5 million of gross proceeds. An additional $17.5 million, including $612,500 of deferred underwriting discount, was placed into the trust account.
- The sponsor also purchased 233,333 additional private placement warrants for $350,000 in connection with the over-allotment exercise.
- The filing does not provide operating revenue, profit, cash flow, margins, or debt metrics because the registrant was a newly formed acquisition vehicle.
Material Changes Versus the Prior Comparable Period
- The IPO and private placement materially increased the company’s cash and restricted cash held in the trust account.
- The sponsor forfeited and the company cancelled 687,500 founder shares following the partial over-allotment exercise so that the sponsor retained 20.0% of the company’s issued and outstanding shares.
- The audited balance sheet as of March 4, 2021 does not reflect proceeds from the partial over-allotment exercise.
Guidance, Outlook, Risks, and Unusual Items
- The filing provides no operating guidance or financial outlook.
- Funds in the trust account are intended to support the company’s acquisition strategy and remain subject to the terms of its SPAC structure; the filing text does not state the eventual target or transaction terms.
- Deferred underwriting commissions totaled $10.5 million in connection with the initial offering, with an additional $612,500 associated with the partial over-allotment exercise.
- Founder shares were subject to forfeiture based on the extent of the underwriters’ over-allotment exercise; 687,500 shares were ultimately forfeited.
Investor Verification Items
- Verify the audited March 4, 2021 balance sheet included as Exhibit 99.1 and reconcile its cash, trust-account, and equity balances to the offering disclosures.
- Confirm the final number of units, public warrants, private placement warrants, and founder shares outstanding after the partial over-allotment exercise.
- Review the trust-account restrictions, redemption provisions, warrant terms, and deferred underwriting commission obligations.
- Confirm how the SPAC subsequently identified or combined with Biote Corp. and assess the terms and dilution effects of that transaction.