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United States securities and exchange commission logo
April 20, 2022
Steven J. Heyer
Chief Executive Officer and Chairman
Haymaker Acquisition Corp. III
501 Madison Avenue, Floor 12
New York, New York 10022
Re: Haymaker
Acquisition Corp. III
Revised Preliminary
Proxy Statement on Schedule 14A
Filed April 8, 2022
File No. 001-40128
Dear Mr. J. Heyer:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Revised Preliminary Proxy Statement filed April 8, 2022.
Information About Biote
What We Offer
Biote Business Model/Solution, page 240
1. We note Exhibit No.
99.1 in your report dated March 29, 2022 on form 8-K provides
additional detail on
Biote s business. For example, page 11 makes it appear Biote s
hormone therapy
solution does not include over-the-counter pills, prescription creams,
patches, pills, or
injectables, but instead, uses pellet implants as described by the graphic
on page 11 that appears
to show hormone pellets held in a person s hand and the
corresponding text
above the hand. As another example, we note on page 49 that Biote
charges a service fee
averaging $180 for every hormone optimization procedure,
accounting for 79% of
Biote s revenue. Please revise your proxy statement here to
disclose the methods of
hormone optimization (e.g., pellet implants, prescription pills)
used by your
practitioners that entitle Biote to service fees.
Steven J. Heyer
Haymaker Acquisition Corp. III
April 20, 2022
Page 2
Competition, page 252
2. We note your response to comment 23 and reissue in part. Please revise
your disclosure to
provide more detail on the competition you face in the dietary supplement
space. For
example only, disclose whether there are other competitors that sell
branded dietary
supplements through certified practitioners and identify them.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Tracie Mariner at 202-551-3744 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Crawford at 202-551-7767 or Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
FirstName LastNameSteven J. Heyer
Division of
Corporation Finance
Comapany NameHaymaker Acquisition Corp. III
Office of Life
Sciences
April 20, 2022 Page 2
cc: Stephen Alicanti
FirstName LastName