Biote Corp. current report, 28 February 2022

Full document

Filing Overview

This Form 8-K was filed by Haymaker Acquisition Corp. III, not Biote Corp., with an event date of February 28, 2022 and a filing signature date of March 4, 2022. The filing reports the issuance of a working-capital promissory note to Haymaker Sponsor III LLC.

Material Agreement and Financial Obligations

  • Haymaker issued the Sponsor a promissory note with principal capacity of up to $350,000.
  • The note covers advances already made and future advances by the Sponsor for working-capital expenses.
  • If a business combination closes, repayment would come from trust-account proceeds released to the company.
  • If no business combination closes, repayment is limited to funds held outside the trust account; trust-account proceeds may not be used.
  • At the Sponsor’s election, unpaid principal may be converted into company warrants at $1.50 per warrant.
  • The conversion warrants and underlying securities receive registration rights under the note.
  • The note was issued under the Securities Act Section 4(a)(2) private-placement exemption.

Financial Metrics and Liquidity

The filing does not provide revenue, profit, cash flow, margins, debt balances beyond the note, trust-account balances, liquidity measures, or other operating financial metrics. The note creates a direct financial obligation and is also disclosed under Item 2.03.

Outlook, Risks, and Unusual Items

  • Repayment depends on whether the company completes a business combination and on the availability of funds outside the trust account.
  • Failure to complete a business combination could limit repayment sources and may result in conversion of unpaid principal into warrants at the Sponsor’s election.
  • The filing provides no business-combination guidance, operating outlook, management forecast, or contingency estimate.

Key Investor Verification Items

  1. Confirm that the filing entity is Haymaker Acquisition Corp. III rather than Biote Corp.
  2. Review the attached promissory note for interest, maturity, default, repayment, conversion, and registration-rights terms not summarized in the filing text.
  3. Verify the amount of advances outstanding under the $350,000 principal limit.
  4. Assess the company’s funds held outside the trust account and the potential impact of repayment or warrant conversion.
  5. Confirm the status and terms of any proposed business combination.