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United States securities and exchange commission logo
March 16, 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
Preliminary Proxy
Statement on Schedule 14A
Filed February 11,
2022
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.
Preliminary Proxy Statement on Schedule 14A filed February 11, 2022
Questions and Answers About the Proposals for Stockholders
Q: What equity stake will current stockholders of the Company hold in
the Combined Company
after the closing?, page 21
1. Please revise to
disclose all possible sources and extent of dilution that shareholders who
elect not to redeem
their shares may experience in connection with the business
combination. Provide
disclosure of the impact of each significant source of dilution,
including the amount of
equity held by founders, convertible securities, including warrants
retained by redeeming
shareholders, at each of the redemption levels detailed in your
sensitivity analysis,
including any needed assumptions.
Q: Can the Sponsor redeem its founder shares in connection with
consummation of the business
combination?, page 28
2. We note that certain
shareholders agreed to waive their redemption rights. Please describe
any consideration
provided in exchange for this agreement.
Steven J. Heyer
FirstName LastNameSteven
Haymaker Acquisition Corp.J.IIIHeyer
Comapany
March NameHaymaker Acquisition Corp. III
16, 2022
March2 16, 2022 Page 2
Page
FirstName LastName
Summary of the Proxy Statement
Interests of Certain Persons in the Business Combination, page 45
3. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors, if
material.
4. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate.
5. Please disclose the sponsor and its affiliates total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities.
6. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
Unaudited Pro Forma Condensed Combined Financial Information, page 121
7. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
5. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
September
30, 2021, page 128
8. With respect to pro forma adjustment 5(e) to record the preliminary
fair value of the
Earnout Securities, please revise to disclose the significant
assumptions used in the Monte
Carlo simulation valuation model.
Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 158
9. We note that Citigroup performed additional services after the IPO and
part of the IPO
underwriting fee was deferred and conditioned on completion of a
business combination.
Please quantify the aggregate fees payable to Citigroup that are
contingent on completion
of the business combination.
10. We note your disclosure on page 160 that you engaged financial
advisors. Please expand
your discussion here to disclose the role of each financial advisor,
including, without
limitation, the level of diligence performed by each financial
advisor.
Steven J. Heyer
FirstName LastNameSteven
Haymaker Acquisition Corp.J.IIIHeyer
Comapany
March NameHaymaker Acquisition Corp. III
16, 2022
March3 16, 2022 Page 3
Page
FirstName LastName
11. Please revise the background section to provide additional detail
regarding the target
businesses other than Biote that you executed indications of interest
and letters of intent
with. Include, without limitation, the industries of the target
businesses, proposed
valuations, who identified the target, who participated in
negotiations with the targets,
when the targets were identified, and when negotiations ceased. To the
extent that any
preliminary proposals were submitted, please disclose all material
proposal terms,
including transaction structure, valuation, and equity split
distribution.
12. Please revise this section to disclose Closing Date Cash distribution
negotiations. Include,
without limitation, the identities of participants, when negotiations
occurred, and changes
in the distribution order and amounts throughout the negotiations
13. Please revise this section to describe the negotiations where your
Sponsor, Directors and
Officers agreed to waive their redemption rights.
14. We note this section rarely identifies specific individuals, but
instead makes
generalizations such as directors and officers and
representatives. Please revise this
section to provide the identity of individuals involved in
negotiations or other activities.
15. Please disclose who identified Biote and how Biote was identified.
Information About the Company
Conflicts of Interest, page 211
16. We note your disclosure on page 212 that each of your directors
presently has fiduciary or
contractual obligations to another entity pursuant to which such
officer or director is or
will be required to present a business combination opportunity to such
entity. Please
revise your disclosure to clarify how the board considered those
conflicts in negotiating
and recommending the business combination.
The Company's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Recent Developments
Tax Receivable Agreement, page 218
17. We note your disclosure stating that, simultaneously with the Closing,
the Combined
Company, Biote, the Members and the Members Representative will
enter into the Tax
Receivable Agreement ("TRA"), which will provide for, among other
things, payment by
the Combined Company to the Members of 85% of the U.S. federal, state
and local
income tax savings realized by the Combined Company as a result of the
increases in tax
basis and certain other tax benefits related to the transactions
contemplated under the
Business Combination Agreement and the redemption of Retained Biote
Units in
exchange for Class A common stock or cash. Provided your disclosure,
on page 116,
stating that the payments you expect to make under the TRA will be
substantial and could
have a material adverse effect on our financial condition, please
address the following
points:
Steven J. Heyer
FirstName LastNameSteven
Haymaker Acquisition Corp.J.IIIHeyer
Comapany
March NameHaymaker Acquisition Corp. III
16, 2022
March4 16, 2022 Page 4
Page
FirstName LastName
Tell us your consideration of disclosing the estimated amount
of the obligation under
the TRA, or an estimated range, and the method and assumptions
used to estimate it.
Tell us your consideration of including a qualitative and
quantitative discussion of the
TRA in the notes to your pro forma financial statements.
Tell us your consideration of including the obligation under
the TRA as an
adjustment to your pro forma financial statements.
Expand your disclosure in liquidity and capital resources,
within MD&A, to discuss
the duration of the term of the TRA, the anticipated timing of
the payments, how
the payments will be recorded in your financial statements, the
effect such payments
will have on your financial position and results of operations,
and how you intend to
fund the payments.
Tell us your consideration of disclosing the TRA as a critical
accounting policy
within MD&A.
Information About Biote
Overview, page 225
18. We note your disclosure on page 237 that you offer practitioners
pellet insertion kits for
use with hormone optimization therapies. Please revise your Overview
section and
Hormone Therapy section to disclose the pellet insertion process and
how often your
practitioners use this method to deliver hormone products as compared
to other methods
of delivery.
19. Please revise your disclosure to provide the sources relied on for the
following statements:
80% of medical residents reported feeling barely comfortable
discussing or
treating menopause on page 227;
as many as 200 million Americans are affected by hormonal
imbalance and
approximately 80% are untreated on page 227;
as of April 2021, 57% of the current global market for hormone
products exists
outside of North America on page 235.
20. We note your disclosures that the Biote name has achieved strong brand
recognition
among practitioners and patients in the communities you serve on 226
and that you
believe you are a leader in the practice-building market focused on
the hormone
optimization space on page 231. Please revise your disclosure to
provide the basis for
these statements.
The Clinical Need to Treat Hormone Imbalance, page 227
21. We note you reference throughout this section observations, studies,
trials, and published
literature without identifying them. Please revise to disclose them.
As a non-exhaustive
Steven J. Heyer
FirstName LastNameSteven
Haymaker Acquisition Corp.J.IIIHeyer
Comapany
March NameHaymaker Acquisition Corp. III
16, 2022
March5 16, 2022 Page 5
Page
FirstName LastName
list, we note you do not:
disclose the identity of the prominent breast cancer surgeon who
concluded that
testosterone was demonstrated to be associated with a 39%
reduction in the incidence
of invasive breast cancer compared to the age-matched SEER
expected incidence on
page 227;
disclose the author and title of the systemic analysis concluding
that estrogen with
progesterone produces reductions in hip fractures, non-vertebral
fractures and
vertebral fractures on page 227;
identify the leading review of trials addressing therapy targeting
hypoactive female
sexual desire disorder on page 228;
disclose the title and authors of the meta-analyses concluding
that testosterone
therapy produces statistically significant improvement in
multiple measures relating
to menopausal women s sexual heath on page 228; and
disclose the authors and titles of the published literature
supporting the use of
testosterone as a treatment for diabetes in hypogonadal men on
page 228.
The Biote Difference, page 230
22. We note your disclosure on page 229 that Biote-certified practitioners
can access FDA-
registered outsourcing facilities that can supply hormone optimization
therapies. Please
expand your disclosure here to provide a discussion of FDA-registered
compounding
facilities. Include, without limitation, that Biote provides an option
for the compounding
of bioidentical hormone pellets that practitioners may order to
prescribe, whether Biote
receives compensation for the sale of pellets to practitioners, that
pellets compounded by
503B outsourcing facilities are not subject to the FDA new drug
approval process, and
disclose the specific compounding facilities you have contracted with.
Competition, page 239
23. Please revise this section to name your principal competitors,
including, without
limitation, their size, geographic range, services provided, and
products sold.
Haymaker Acquisition Corp. III Unaudited Condensed Financial Statements
Note 2- Restatement of Previously Issued Financial Statements, page F-10
24. Please amend your filing to include your audited balance sheet as of
March 4, 2021 to
incorporate the error corrections disclosed under this heading, or
explain to us why such
amendment is not required. Provide an updated opinion from your
auditor as part of that
amendment.
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.
Steven J. Heyer
Haymaker Acquisition Corp. III
March 16, 2022
Page 6
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
March 16, 2022 Page 6
cc: Stephen Alicanti
FirstName LastName