SecProbe.io

United States securities and exchange commission logo
May 17, 2023
Ryan Sansom
Partner
Cooley LLP
500 Boylston Street
Boston, MA 02116-3736
Re:biote Corp.
Schedule TO-I filed May 9, 2023
File No. 005-92341
Form S-4 filed May 9, 2023
Form S-4/A filed May 16, 2023
File No. 333-271782
Dear Ryan Sansom:
            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 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.
Defined terms used herein have the same meaning as in your offer materials.  All references to
disclosure refer to the Form S-4 registration statement filed May 9, 2023, as amended on May
16, 2023.
Schedule TO-I filed May 9, 2023
General
1.Since this exchange offer commenced upon filing of the registration statement, the
statement that the prospectus is “subject to completion” and “preliminary” is inapplicable.
 Please delete.
2.We note your disclosure that “[w]e reserve the right to redeem any of the Warrants, as
applicable, pursuant to their current terms at any time, including prior to the completion of
the Offer and Consent Solicitation, and if the Warrant Amendment is approved, we intend

 FirstName LastNameRyan Sansom
 Comapany NameCooley LLP
 May 17, 2023 Page 2
 FirstName LastName
Ryan Sansom
Cooley LLP
May 17, 2023
Page 2
to require the conversion of all Warrants to shares of Class A Common Stock as provided
in the Warrant Amendment.”  Please provide a legal analysis regarding how Warrants
may be redeemed either during the Offer and Consent Solicitation or within 10 business
days after the Expiration Date.  Refer to Exchange Act Rule 13e-4(f)(6) and Rule 14e-5.
Risk Factors, page 14
3.The following sentence fragment on page 14 appears to be missing words: "Pursuant to
the terms of the Warrant Agreement, the vote or written consent of holders of at least 50%
of the Public Warrants and, solely with respect to any amendment to the terms of the
Private Placement Warrants, at least 50% of the Private Placement Warrants."  Please
revise or advise.
Market Information, Dividends and Related Stockholder Matters, page 129
4.State the high and low sales prices for the Warrants for each quarter during the past two
years.  Refer to Item 1002(c) of Regulation M-A.
5.Provide the disclosure required by Item 1008(a) of Regulation M-A, including
the percentage of Warrants beneficially owned by each director and executive officer of
the Company.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at (202) 551-3263 at Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions