UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
biote Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 85-1791125 | |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 1875 W. Walnut Hill LN #100, Irving, Texas |
75038 | |
| (Address of principal executive offices) | (Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of exchange on which | |
| Class A common stock, $0.0001 par value per share | The Nasdaq Stock Market LLC | |
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which the form relates:
333-265714 and 333-266433
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
| Item 1. | Description of Registrant’s Securities to be Registered. |
The securities to be registered hereby are the Class A common stock and warrants to purchase shares of Class A common stock of biote Corp. (the “Company”). The description of the Class A common stock and warrants contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statements on Form S-1 (File Nos. 333-265714 and 333-266433) initially filed with the U.S. Securities and Exchange Commission on June 17, 2022 and August 1, 2022, respectively, as amended from time to time (the “Registration Statements”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.
| Item 2. | Exhibits. |
Under the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed with this registration statement because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| biote Corp. | ||||||
| Date: August 25, 2022 | By: | /s/ Teresa S. Weber | ||||
| Chief Executive Officer | ||||||