Haymaker Acquisition Corp. III

Long-term debt rose about $27.6 million while cash fell $13.0 million — the share repurchase was funded with borrowing rather than with operating cash. Deferred tax assets of $24,515 thousand are nearly a quarter of total assets, and the pellet recall is named by the company as a live operational risk.

The January 2026 recall is still moving the numbers two quarters later, through both lost procedure revenue and higher replacement product cost, and the company has pushed its expected return to year-over-year procedure growth out beyond 2026.

Tendering and consenting are bundled, and the consent would let biote require every warrant left outstanding after the offer to be converted into 0.207 shares — a ratio the filing itself describes as 10% less than the offer. The arithmetic is worth reading closely: the warrant agreement requires the consent of holders of at least 50% of the public warrants, while the tender and support agreements cover approximately 19.4% of the public warrants and 59.3% of the private placement warrants. Up to 3,105,950 Class A shares are offered for all 13,504,132 warrants outstanding as of May 8, 2023.

Tendering and consenting are inseparable, and the consent is what clears the rest: the Warrant Amendment would let the company require every warrant outstanding at the close of the offer to convert at 0.207 shares, a ratio the filing calls 10% less than the offer. Parties holding approximately 19.4% of the public warrants and 59.3% of the private placement warrants have agreed to tender and consent, and the filing then states the amendment will be adopted if the other conditions are met — even though it also says an amendment needs holders of at least 50% of the public warrants.

Tendering and consenting are inseparable: a holder may not consent without tendering and may not tender without consenting, and the Warrant Amendment would let the company force every warrant still outstanding after the offer to convert at 0.207 shares, a ratio the filing calls 10% less than the offer. Holders of roughly 19.4% of the public warrants and 59.3% of the private placement warrants are already committed, and the filing then states the amendment will be adopted if the other conditions are met — although it also says such an amendment needs at least 50% of the public warrants.

The $199,000,000 cap on cash consideration means redemptions reduce what the sellers receive rather than breaking the deal, so the transaction is comparatively redemption-resilient and public holders can exit at trust value without collapsing it. The up-C structure gives Biote Class V voting stock against economic units, so control and economics are split, and public Class A holders end up as minority economic owners. Forfeiture of up to 793,750 founder shares is a modest sponsor concession against that structure.

What changed: The 10-Q filed under Commission file number 001-40128 is that of biote Corp. (Nasdaq: BTMD) for the quarter ended June 30, 2026, with 28,677,589 Class A and 7,249,879 Class V shares outstanding as of August 5, 2026. Cash and equivalents fell to $11,168 thousand from $24,123 thousand at December 31, 2025 and total assets to $101,699 thousand from $107,613 thousand. Why it matters: Long-term debt rose about $27.6 million while cash fell $13.0 million — the share repurchase was funded with borrowing rather than with operating cash. Deferred tax assets of $24,515 thousand are nearly a quarter of total assets, and the pellet recall is named by the company as a live operational risk.

What changed: Exhibit 99.1 to an 8-K of Biote (Nasdaq: BTMD): the August 5, 2026 press release reporting Q2 2026 results. Total revenue fell 9.5% to $44.2 million, with procedure revenue down 13.9% to $30.3 million — which the company attributes to the voluntary recall initiated in January 2026 of certain hormone pellets shipped by Asteria Health — while dietary supplements revenue rose 5.7% to $11.4 million. Gross margin was 65.4% against 71.6%, reflecting replacement product sourced from third-party pellet suppliers at higher cost and reduced manufacturing efficiency at Asteria Health. Why it matters: The January 2026 recall is still moving the numbers two quarters later, through both lost procedure revenue and higher replacement product cost, and the company has pushed its expected return to year-over-year procedure growth out beyond 2026.