SEC Form SC 13G filed by Haymaker Acquisition Corp. III

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No. )*

 

biote Corp.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

090683103

(CUSIP Number)

 

October 6, 2022

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

CUSIP No. 090683103

13G

 

 

1

NAMES OF REPORTING PERSONS

 

 

 

LMR Master Fund Ltd

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Cayman Islands

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

397,884 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

397,884 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

397,884 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

4.2% (1)(2)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

CO

 

 

 

 

(1)

Includes 397,884 shares of Class A Common Stock of biote Corp. (the “Issuer”) issuable upon the exercise of warrants.

(2)

Based on 9,186,771 shares of Class A Common Stock of the Issuer outstanding as of August 12, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2022.

CUSIP No. 090683103

13G

 

 

1

NAMES OF REPORTING PERSONS

 

 

 

LMR CCSA Master Fund Ltd

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Cayman Islands

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

397,884 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

397,884 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

397,884 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

4.2% (1)(2)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

CO

 

 

 

 

(1)

Includes 397,884 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

(2)

Based on 9,186,771 shares of Class A Common Stock of the Issuer outstanding as of August 12, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on August 15, 2022.

 CUSIP No. 090683103

 

13G

 

 

1

NAMES OF REPORTING PERSONS

 

 

 

LMR Partners LLP

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

United Kingdom

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

795,768 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

795,768 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

795,768 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

8.0% (1)(2)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

PN, IA

 

 

 

 

(1)

Includes 795,768 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

(2)

Based on 9,186,771 shares of Class A Common Stock of the Issuer outstanding as of August 12, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on August 15, 2022.

 

CUSIP No. 090683103

 

13G

 

1

 

NAMES OF REPORTING PERSONS

 

 

 

LMR Partners Limited

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Hong Kong

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

795,768 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

795,768 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

795,768 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

8.0% (1)(2)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

CO, IA

 

 

 

 

(1)

Includes 795,768 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

(2)

Based on 9,186,771 shares of Class A Common Stock of the Issuer outstanding as of August 12, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on August 15, 2022.

 

 CUSIP No. 090683103

  

13G

 

1

 

NAMES OF REPORTING PERSONS

 

 

 

LMR Partners LLC

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

State of Delaware

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

795,768 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

795,768 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

795,768 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

8.0% (1)(2)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

OO, IA

 

 

 

 

(1)

Includes 795,768 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

(2)

Based on 9,186,771 shares of Class A Common Stock of the Issuer outstanding as of August 12, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on August 15, 2022.

 

CUSIP No. 090683103

 

13G

 

1

 

NAMES OF REPORTING PERSONS

 

 

 

LMR Partners AG

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Switzerland

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

795,768 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

795,768 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

795,768 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

8.0% (1)(2)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

CO, IA

 

 

(1)

Includes 795,768 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

(2)

Based on 9,186,771 shares of Class A Common Stock of the Issuer outstanding as of August 12, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on August 15, 2022.

 

CUSIP No. 090683103

 

13G

 

1

 

NAMES OF REPORTING PERSONS

 

 

 

Ben Levine

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

United Kingdom

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

795,768 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

795,768 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

795,768 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

8.0% (1)(2)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

IN, HC

 

 

 

 

(1)

Includes 795,768 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

(2)

Based on 9,186,771 shares of Class A Common Stock of the Issuer outstanding as of August 12, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on August 15, 2022.

  

CUSIP No. 090683103

  

13G

 

1

 

NAMES OF REPORTING PERSONS

 

 

 

Stefan Renold

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Switzerland

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

0

 

 

 

 

6

SHARED VOTING POWER

 

 

795,768 (1)

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

0

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

795,768 (1)

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

795,768 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

8.0% (1)(2)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

IN, HC

 

 

 

 

(1)

Includes 795,768 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

(2)

Based on 9,186,771 shares of Class A Common Stock of the Issuer outstanding as of August 12, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on August 15, 2022.

Item 1(a).

NAME OF ISSUER:

 

 

 

The name of the issuer is biote Corp. (the "Issuer").

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

 

 

The Issuer's principal executive offices are located at 1875 W. Walnut Hill Ln #100, Irving, TX 75038.

Item 2(a).

NAME OF PERSON FILING:

 

This statement is filed by:

 

 

(i)

LMR Master Fund Ltd ("LMR Master Fund"), with respect to the shares of Class A Common Stock (as defined in Item 2(d)) issuable upon the exercise of warrants held by it;

 

 

(ii)

LMR CCSA Master Fund Ltd ("LMR CCSA Master Fund"), with respect to the shares of Class A Common Stock (as defined in Item 2(d)) issuable upon the exercise of warrants held by it;

 

 

(iii)

 LMR Partners LLP, LMR Partners Limited, LMR Partners LLC and LMR Partners AG (collectively, the "LMR Investment Managers"), which serve as the investment managers to certain funds, including, without limitation, LMR Master Fund and LMR CCSA Master Fund, with respect to the shares of Class A Common Stock issuable upon the exercise of warrants held by LMR Master Fund and LMR CCSA Master Fund; and

 

 

(iv)

 Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by LMR Master Fund and LMR CCSA Master Fund.

 

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

 

 

The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.

Item 2(c).

CITIZENSHIP:

 

 

 

LMR Master Fund is a Cayman Islands exempted company. LMR CCSA Master Fund is a Cayman Islands exempted company. LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.

Item 2(d).

TITLE OF CLASS OF SECURITIES:

 

 

 

Class A Common Stock, par value $0.0001 per share ("Class A Common Stock").

Item 2(e).

CUSIP NUMBER:

 

 

 

090683103

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

 

 

Not applicable

Item 4.

OWNERSHIP.

 

 

 

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

 

 

Each of LMR Master Fund and LMR CCSA Master Fund directly holds warrants to purchase 397,884 shares of Class A Common Stock. The shares of Class A Common Stock issuable upon exercise of the warrants held by each of LMR Master Fund and LMR CCSA Master Fund represent approximately 4.2% and the shares of Class A Common Stock issuable upon exercise of the warrants held by LMR Master Fund and LMR CCSA Master Fund in the aggregate represent approximately 8.0% of the outstanding shares of Class A Common Stock, based on 9,186,771 shares of Class A Common Stock of the Issuer outstanding as of August 12, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022, plus shares that may be acquired by such Reporting Persons within 60 days.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

 

 

Not applicable.

Item 9.

NOTICE OF DISSOLUTION OF GROUP.

 

 

 

Not applicable.

Item 10.

CERTIFICATION.

 

Each of the Reporting Persons hereby makes the following certification:

 

 

 

By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.