The information in this preliminary prospectus is not complete and may be changed. Wemay not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy thesesecurities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS-SUBJECT TO COMPLETION, DATED JUNE 17, 2022
biote Corp.
Up to72,069,990 Shares of Class A Common Stock
and
Up to 67,856,462 Shares of Class A Common Stock
Up to 5,566,666 Warrants
Offered by the Selling Securityholders
This prospectusrelates to the issuance by us of an aggregate of up to 72,069,990 shares of our Class A Common Stock, $0.0001 par value per share (Class A Common Stock), consisting of (i) 7,937,500 shares of Class A Common Stock issuableupon the exercise of 7,937,500 warrants (the Public Warrants) originally issued in the initial public offering of Haymaker Acquisition Corp. III (the IPO) at a price of $10.00 per unit with each unit consisting of one shareof HYAC Class A Common Stock (as defined herein) and one-fourth of a Public Warrant (the Public Units), (ii) 5,566,666 shares of Class A Common Stock issuable upon the exercise ofwarrants (the Private Placement Warrants and together with the Public Warrants, the Warrants), which were originally purchased by Haymaker Sponsor III LLC (the Sponsor) in connection with the IPO at a price of$1.50 per Private Placement Unit and (iii) 58,565,824 shares of Class A Common Stock issuable to the Members (as defined below) upon exercise of the Retained Biote Units (as defined below) pursuant to the Exchange Rights (as defined below),which were originally issued at an assumed price per Retained Biote Unit of approximately $10.00.
This prospectus also relates to the offerand sale from time to time by the selling securityholders named in this prospectus (the Selling Securityholders) of up to (A) 67,856,462 shares of our Class A Common Stock, consisting of (i) 7,937,500 shares of Class A CommonStock originally issued in a private placement to the Sponsor in connection with the IPO (the Founder Shares) at a price of approximately $0.003 per share, (ii) 5,566,666 shares of Class A Common Stock issuable upon the exercise ofthe Private Placement Warrants and (iii) 54,352,296 shares of Class A Common Stock issuable to the Members (as defined below) upon exercise of the Retained Biote Units (as defined below) pursuant to the Exchange Rights (as defined below) and(B) 5,566,666 Private Placement Warrants, which Private Placement Warrants were originally issued at a purchase price of $1.50 per Private Placement Warrant.
In connection with the Business Combination (as defined below), prior to Closing (as defined below), HYACs public stockholders exercisedtheir right to redeem 30,525,729 shares of Class A Common Stock, which constituted 96.1% of the shares with redemption rights, for cash at a redemption price of approximately $10.01 per share, for an aggregate redemption amount of $305,471,974.The shares of common stock being offered for resale pursuant to this prospectus by the Selling Securityholders represent approximately 79.7% of shares outstanding on a fully diluted basis as of June 16, 2022. Given the substantial number ofshares of common stock being registered for potential resale by selling securityholders pursuant to this prospectus, the sale of shares by the selling securityholders, or the perception in the market that the selling securityholders of a largenumber of shares intend to sell shares, could increase the volatility of the market price of our common stock or result in a significant decline in the public trading price of our common stock. Even if our trading price is significantly below$10.00, the offering price for the units offered in HYACs IPO, certain of the selling securityholders, including the Sponsor, may still have an incentive to sell shares of our common stock because they purchased the shares at prices lower thanthe public investors or the current trading price of our common stock. For example, based on the closing price of our Class A Common Stock of $4.50 as of June 16, 2022, the Sponsor and other holders of the Founder Shares would experience apotential profit of up to approximately $4.50 per share, or approximately $35,693,750 million in the aggregate.
The SellingSecurityholders may offer, sell, or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such salesof the shares of Class A Common Stock or any Warrants, except with respect to amounts received by us upon the exercise of any such Warrants. The exercise price of our Warrants is $11.50 per Warrant. We believe the likelihood that Warrantholders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our common stock. If the trading price for our common stock is less than $11.50 per share, we believeholders of our Public Warrants and Private Placement Warrants will be unlikely to exercise their Warrants. However, assuming the exercise in full of all of the Warrants for cash, we will receive up to an aggregate of approximately$155.3 million. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or blue sky laws. The Selling Securityholders will bear allcommissions and discounts, if any, attributable to their sale of shares of Class A Common Stock or warrants. See Plan of Distribution beginning on page 154 of this prospectus.
Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders, will issue, offer, orsell any of the securities. With the exception of the shares of Class A Common Stock underlying the Public Warrants, all other shares of Class A Common Stock registered hereunder are subject tolock-up agreements prohibiting the sale of such shares for a period of up to six months after the Closing, with respect to the shares of Class A Common Stock underlying the Retained Biote Units, and thirtydays after Closing with respect to the shares of Class A Common Stock underlying the Private Placement Warrants. For more details, please see page 137 of this prospectus under the caption Selling SecurityholdersCertain Relationships withSelling SecurityholdersInvestor Rights Agreement
Our Class A Common Stock and Public Warrants are listed on Nasdaq GlobalMarket (Nasdaq), under the symbols BTMD and BTMDW, respectively. On June 16, 2022, the last reported sales price of our Class A Common Stock was $4.50 per share and the last reported sales price of ourPublic Warrants was $0.44 per warrant.
We are an emerging growth company and smaller reporting company under applicable federal securities laws and will besubject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors beginning on page 8.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthfulor complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2022.