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United States securities and exchange commission logo
July 8, 2022
Teresa Weber
Chief Executive Officer
biote Corp.
130 E. Randolph Street, Suite 3400
Chicago, Illinois 60601
Re: biote Corp.
Amendment No. 2 to
Registration Statement on Form S-1
Filed June 28, 2022
File No. 333-265714
Dear Ms. Weber:
We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Form S-1 filed June 28, 2022
General
1. We note your newly
added disclosure throughout the prospectus that the Company may
choose to release one
or more Selling Securityholders from the applicable lock-up period,
which would allow for
earlier sales of shares of Class A Common Stock in the public
market. Please further
revise this disclosure in all places in which it appears to explain the
Company's reasoning for
granting such release in light of your disclosure on page 47 that
such release could have
a negative impact on the price of the Company s Class A common
stock, thereby
negatively impacting public shareholders.
Teresa Weber
biote Corp.
July 8, 2022
Page 2
You may contact Daniel Crawford at 202-551-7767 or Laura Crotty at
202-551-
7614 with any questions.
Sincerely,
FirstName LastNameTeresa Weber
Division of Corporation
Finance
Comapany Namebiote Corp.
Office of Life Sciences
July 8, 2022 Page 2
cc: Peter Byrne
FirstName LastName