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United States securities and exchange commission logo
June 24, 2022
Teresa Weber
Chief Executive Officer
biote Corp.
130 E. Randolph Street, Suite 3400
Chicago, Illinois 60601
Re: biote Corp.
Amendment No. 1 to
Registration Statement on Form S-1
Filed June 22, 2022
File No. 333-265714
Dear Ms. Weber:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.1 to Registration Statement on Form S-1 filed June 22, 2022
Prospectus Summary
The Offering, page 6
1. Where you discuss here
that the exercise of warrants is likely dependent upon the trading
price of your common
stock, revise to include the current market price of your common
stock. Likewise,
disclose the current market price of your common stock where you
discuss the exercise of
warrants on page 47 of Risk Factors, page 53 of Use of Proceeds,
and page 107 of
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Teresa Weber
FirstName
biote Corp.LastNameTeresa Weber
Comapany
June Namebiote Corp.
24, 2022
June 24,
Page 2 2022 Page 2
FirstName LastName
Risk Factors
Risks Related to Ownership of Our Securities, page 45
2. Please include an additional risk factor highlighting the negative
pressure potential sales
of shares pursuant to this registration statement could have on the
public trading price of
the Class A common stock. To illustrate this risk, disclose the
purchase price of the
securities being registered for resale and the percentage that these
shares currently
represent of the total number of shares outstanding. Disclose that
even though the current
trading price is significantly below the SPAC IPO price, the Sponsor
and holders of the
Founder Shares have an incentive to sell shares of your common stock
because they
purchased the shares at prices lower than the public investors or the
current trading price
of shares. Also disclose the potential profit the selling
securityholders will earn based on
the current trading price.
General
3. Please revise your disclosure, where appropriate, to clarify that
while the Sponsor and
other holders of the Founder Shares may experience a positive rate of
return based on the
current trading price, the public stockholders may not experience a
similar rate of return
on the securities they purchased due to differences in the purchase
prices and the current
trading price.
4. Please revise to update your disclosures throughout the filing to
reflect the completion of
the business combination and related redemptions. For example, on page
97 you reference
potential changes in Biote's future reported financial position and
results based on an
estimated increase in cash based on either the maximum redemption
scenario or no
shareholder redemptions. Because the redemptions have now occurred,
this disclosure
should be revised to reflect the 96.1% redemption rate and the actual
impact on liquidity
and capital resources as of the date of the prospectus.
5. Where you discuss the fact that this offering involves the potential
sale of a substantial
portion of shares for resale and how such sales could impact the
market price of the
company s common stock, please revise your disclosure to highlight
the fact that Dr. Gary
Donovitz, a beneficial owner of 69% of your outstanding shares, will
be able to sell all of
such shares for so long as the registration statement of which this
prospectus forms a part
is available for use.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Teresa Weber
biote Corp.
June 24, 2022
Page 3
Please 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
June 24, 2022 Page 3
cc: Peter Byrne
FirstName LastName