0001193125-22-207018 | S-1 | XBRL Viewer

Description of Business and Basis of Presentation

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Basis of Presentation

1.	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

—BioTE Holdings, LLC (the “Company”) is a limited liability company headquartered in Irving, Texas. The Company was founded by Gary S. Donovitz, M.D. and trains physicians and nurse practitioners in hormone optimization using

bio-identical

hormone replacement pellet therapy in men and women experiencing hormonal imbalance. The Company primarily operates in the United States, Canada, and Mexico.

Basis of Presentation

—The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) for interim financial reporting and therefore do not include all information and disclosures normally included in the annual consolidated financial statements. The condensed consolidated financial statements include the accounts of BioTE Holdings, LLC and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Business Combinations

—On December 13, 2021, the Company entered into a business combination agreement with Haymaker Acquisition Corp. III (“Haymaker”), a publicly traded Special Purpose Acquisition Company (“SPAC”), pursuant to which Haymaker will acquire an interest in the Company through a series of transactions. As a result of the transaction, the combined company will be renamed biote Corp.

Unaudited Interim Financial Information—

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in members’ equity (deficit) and cash flows. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the entire year.

The condensed consolidated balance sheet as of December 31, 2021, was derived from audited annual financial statements but does not contain all the footnote disclosures from the annual financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal year ended December 31, 2021.

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

—BioTE Holdings, LLC (the

“Company”) is a limited liability company headquartered in

Irving, Texas. The Company was founded by Gary S. Donovitz, M.D. and trains physicians and nurse practitioners in hormone optimization using

bio-identical

hormone replacement pellet therapy in men and women experiencing hormonal imbalance. The Company primarily operates in the United States, Canada, and Mexico.

Basis of Presentation

—The consolidated financial statements have been prepared in accordance with U.S. generally

accepted accounting principles (“US GAAP”). The consolidated financial statements include the accounts of BioTE Holdings, LLC and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Impact of

COVID-19

—On March 11, 2020, the World Health Organization declared the recent novel coronavirus

(“COVID-19”)

outbreak a pandemic. In response to the pandemic, many jurisdictions, including those in which we operate, have implemented measures to combat the outbreak, such as restrictions on

non-essential

travel and shelter in place orders. Many healthcare providers were also forced to limit the scope of

non-essential

(i.e., “elective”) medical procedures. These restrictions had an immediate short-term impact on our operations in March and April of 2020 but have not had an ongoing impact to our results of operations, cash flows, and financial condition for the years ended December 31, 2021 or 2020.

The extent to which this outbreak will ultimately impact our results of operations, cash flows, and financial condition cannot be determined at this time and will depend on future developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity and duration of this outbreak and the actions taken by governmental authorities and us to contain it or treat its impact.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary suspension of certain payment requirements for the employer portion of Social Security taxes and the creation of certain refundable employee retention credits. These provisions of the CARES Act did not have a significant impact on the Company’s financial statements.

Business Combinations

—On December 13, 2021, the Company entered into a business combination agreement with

Haymaker Acquisition Corp. III (“Haymaker”), a publicly traded Special Purpose Acquisition Company (“SPAC”), pursuant to which Haymaker will acquire an interest in the Company through a s series of transactions. As a result of the transaction, the combined company will be renamed biote Corp.

Warrants - Additional Information (Detail) - USD ($)		3 Months Ended	6 Months Ended	12 Months Ended
Warrants - Additional Information (Detail) - USD ($)	Mar. 04, 2021	Mar. 31, 2022	Dec. 31, 2020	Dec. 31, 2021
Warrants and rights outstanding term		5 years
Number of days following its Initial Business Combination until the expiration of the warrants		60 days
Class of warrants redemption price per unit		$ 0.01
Stock issued during period, shares, new issues		31,750,000
Private Placement Warrants [Member]
Stock issued during period, shares, new issues	233,333	5,333,333
Shares issued, price per share		$ 1.5
Stock issued during period value issued for services	$ 350,000
Number of Months restricted after business combination from the date of Intial public offering		24 months
Common Class A [Member]
Class of warrants or rights transfers restriction on number of days from the date of business combination		60 days
Class of warrant or right, threshold period for exercise from date of closing public offering		15 days
Common Class A [Member] \| Sponse [Member]
Class of warrant or right, threshold period for exercise from date of closing public offering		30 days
Common Class A [Member] \| Private Placement Warrants [Member]
Shares issued, price per share		$ 11.5
Common Class A [Member] \| Share price equal or exceeds 18.00 Rs per dollar [Member]
Share Price		$ 18
Number of consecutive trading days for determining the share price		20 days
Number of trading days for determining the share price		30 days
Share redemption trigger price		$ 18
Class of warrant or right exercise price adjustment percentage higher of market value		180.00%
Common Class A [Member] \| Share Price Equal or Less 9.2 Rs per dollar [Member]
Exercise price of warrants or rights outstanding		$ 9.2
Share redemption trigger price		$ 9.2
Minimum gross proceeds required from issuance of equity		60.00%
Class of warrant or right minimum notice period For Redemption		20 days
Class of warrant or right exercise price adjustment percentage higher of market value		115.00%
Common Class A [Member] \| Share Price Equal Or Exceeds 10.00 Rupees Per Dollar [Member]
Share Price		$ 10
Number of consecutive trading days for determining the share price		20 days
Number of trading days for determining the share price		30 days
Haymaker III [Member]
Exercise price of warrants or rights outstanding				$ 11.5
Warrants and rights outstanding term				5 years
Number of days following its Initial Business Combination until the expiration of the warrants				60 days
Class of warrants redemption price per unit				$ 0.01
Share Price		$ 10		$ 10
Number of consecutive trading days for determining the share price				20 days
Number of trading days for determining the share price				30 days
Stock issued during period, shares, new issues				31,750,000
Stock issued during period value issued for services			$ 25,000
Haymaker III [Member] \| Sponse [Member]
Class of warrant or right, threshold period for exercise from date of closing public offering		30 days		30 days
Haymaker III [Member] \| Private Placement Warrants [Member]
Stock issued during period, shares, new issues	233,333	5,333,333		5,333,333
Shares issued, price per share		$ 1.5		$ 1.5
Stock issued during period value issued for services	$ 350,000			$ 350,000
Number of Months restricted after business combination from the date of Intial public offering				24 months
Number of warrants or rights outstanding.				8,000,000
Haymaker III [Member] \| Common Class A [Member]
Class of warrants or rights transfers restriction on number of days from the date of business combination				60 days
Class of warrant or right, threshold period for exercise from date of closing public offering				15 days
Haymaker III [Member] \| Common Class A [Member] \| Sponse [Member]
Class of warrant or right, threshold period for exercise from date of closing public offering				30 days
Haymaker III [Member] \| Common Class A [Member] \| Private Placement Warrants [Member]
Shares issued, price per share		$ 11.5		$ 11.5
Haymaker III [Member] \| Common Class A [Member] \| Share price equal or exceeds 18.00 Rs per dollar [Member]
Share Price				$ 18
Number of trading days for determining the share price				30 days
Share redemption trigger price				$ 18
Class of warrant or right exercise price adjustment percentage higher of market value				180.00%
Haymaker III [Member] \| Common Class A [Member] \| Share Price Equal or Less 9.2 Rs per dollar [Member]
Exercise price of warrants or rights outstanding				$ 9.2
Share redemption trigger price				$ 9.2
Minimum gross proceeds required from issuance of equity				60.00%
Class of warrant or right minimum notice period For Redemption				20 days
Class of warrant or right exercise price adjustment percentage higher of market value				115.00%
Haymaker III [Member] \| Common Class A [Member] \| Share Price Equal Or Exceeds 10.00 Rupees Per Dollar [Member]
Share Price				$ 10
Number of consecutive trading days for determining the share price				20 days
Redeemable Warrants [Member] \| Share price equal or exceeds 18.00 Rs per dollar [Member]
Number of days of notice to be given for the redemption of warrants		30 days
Redeemable Warrants [Member] \| Common Class A [Member]
Class of warrant or right redemption threshold consecutive trading days		30 days
Exercise price of warrants or rights outstanding		$ 11.5
Number of securities called by warrants or rights		1
Class of warrant or right, threshold period for exercise from date of closing public offering		12 months
Redeemable Warrants [Member] \| Haymaker III [Member] \| Share price equal or exceeds 18.00 Rs per dollar [Member]
Number of days of notice to be given for the redemption of warrants				30 days
Redeemable Warrants [Member] \| Haymaker III [Member] \| Common Class A [Member]
Class of warrant or right redemption threshold consecutive trading days				30 days
Number of securities called by warrants or rights				1
Class of warrant or right, threshold period for exercise from date of closing public offering				12 months
Public Warrants [Member]
Number of warrants or rights outstanding.		7,937,500
Public Warrants [Member] \| Haymaker III [Member]
Exercise price of warrants or rights outstanding		$ 0.55		$ 0.72
Number of warrants or rights outstanding.			0	7,937,500
Private Placement Warrants [Member] \| Sponse [Member]
Number of warrants or rights outstanding.		5,566,666
Private Placement Warrants [Member] \| Haymaker III [Member]
Number of warrants or rights outstanding.		8,000,000
Private Placement Warrants [Member] \| Haymaker III [Member] \| Sponse [Member]
Number of warrants or rights outstanding.			0	5,566,666

Unit-Based Compensation

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Unit-Based Compensation

9.	UNIT-BASED COMPENSATION

Class AAAA Incentive Units

The Company has authorized the grant of Class AAAA incentive units, which entitle the holder to participate in the net transaction proceeds from a change in control or qualifying liquidity event. As of March 31, 2022 and December 31, 2021, a total of 33,397 and 33,397 incentive units had been awarded, respectively, to current and former members of senior management, of which 3,000 units were fully vested at each date. The remaining awards fully vest upon the occurrence of a change in control or qualifying liquidity event, and each holder is entitled to receive a stated percentage of the net transaction proceeds in excess of certain thresholds in accordance with the terms of their respective award agreement. The Company has not recognized any compensation expense associated with the incentive units as a change in control or qualifying liquidity event is not deemed probable until it occurs.

Phantom Equity Rights

The Company has also authorized the grant of phantom equity rights, which entitle the holder to participate in the net transaction proceeds from a change in control or qualifying liquidity event. For existing employees, these awards vest quarterly over a period of one or two years after a change in control or qualifying liquidity event, and each holder is entitled to receive a stated percentage of the net transaction proceeds in excess of certain thresholds in accordance with the terms of their respective award agreement. Awards related to former employees vest at the time of a change in control or qualifying liquidity event, and each holder is entitled to receive a stated percentage of the net transaction proceeds in excess of certain thresholds or a maximum amount in accordance with the terms of their respective award agreement. The Company has not recognized any compensation expense associated with the phantom equity rights as a change in control or qualifying liquidity event is not deemed probable until it occurs.

The phantom equity rights are equity-classified awards. Upon occurrence of a qualifying change of control performance condition, the Company will (1) recognize a cumulative-effect adjustment to compensation cost for the service that has already been provided (from the Grant Date to the Change of Control) and (2) record the unrecognized compensation cost over the remaining vesting period.

The grant date fair value of the phantom equity rights and Class AAAA incentive units are determined using a Monte-Carlo simulation. The significant assumptions used in valuation include the constant risk free rate, constant volatility factor and the Geometric Brownian Motion.

9. UNIT-BASED COMPENSATION

Class AAAA Incentive Units

The Company has authorized the grant of Class AAAA incentive units, which entitle the holder to participate in the net transaction proceeds from a change in control or qualifying liquidity event. As of December 31, 2021 and 2020, a total of 33,397 and 33,396 incentive units had been awarded, respectively, to current and former members of senior management, of which 3,000 units were fully vested at each date. The remaining awards fully vest upon the occurrence of a change in control or qualifying liquidity event, and each holder is entitled to receive a stated percentage of the net transaction proceeds in excess of certain thresholds in accordance with the terms of their respective award agreement. The Company has not recognized any compensation expense associated with the incentive units as a change in control or qualifying liquidity event is not deemed probable until it occurs.

Phantom Equity Rights

receive a stated percentage of the net transaction proceeds in excess of certain thresholds or a maximum amount in accordance with the terms of their respective award agreement. The Company has not recognized any compensation expense associated with the phantom equity rights as a change in control or qualifying liquidity event is not deemed probable until it occurs.

The phantom equity rights are equity-classified awards. Upon occurrence of a qualifying change of control, the Company will (1) recognize a cumulative-effect adjustment to compensation cost for the service that has already been provided (from the grant date to the change of control) and (2) record the unrecognized compensation cost over the remaining vesting period.

Revenue Recognition - Summary of Revenues recognized by geographic region (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Financial Statement Caption	$ 37,143	$ 31,543	$ 139,396	$ 116,568	$ 109,976
Product revenue [Member]
Disaggregation of Revenue [Line Items]
Financial Statement Caption	36,758	31,193	137,598	114,640	108,315
Service revenue [Member]
Disaggregation of Revenue [Line Items]
Financial Statement Caption	385	350	1,798	1,928	1,661
US \| Product revenue [Member]
Disaggregation of Revenue [Line Items]
Financial Statement Caption	36,690	31,162	137,349	114,557	108,176
US \| Service revenue [Member]
Disaggregation of Revenue [Line Items]
Financial Statement Caption	384	350	1,798	1,928	1,661
All Others \| Product revenue [Member]
Disaggregation of Revenue [Line Items]
Financial Statement Caption	68	31	249	83	139
All Others \| Service revenue [Member]
Disaggregation of Revenue [Line Items]
Financial Statement Caption	$ 1	$ 0	$ 0	$ 0	$ 0

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

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-Name Accounting Standards Codification
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+ Details

Earnings Per Common Unit - Additional Information (Detail) - shares	Mar. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Potentially dilutive common units outstanding	0	0

Summary of Significant Accounting Policies - Summary of Members' Equity Units were Issued and Outstanding: (Detail) - shares	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure In Tabular Form Of Members Equity [Line Items]
Common units Issued	1,013,197	1,013,197	1,013,196	1,013,196
Common units ouststanding	982,800	982,800	982,800	982,800
Class A \| Voting
Disclosure In Tabular Form Of Members Equity [Line Items]
Common units Issued	16,721	16,721	16,721	16,721
Common units ouststanding	16,721	16,721	16,721	16,721
Class AA \| Non-Voting
Disclosure In Tabular Form Of Members Equity [Line Items]
Common units Issued	903,079	903,079	903,079	903,079
Common units ouststanding	903,079	903,079	903,079	903,079
Class AAA \| Non-Voting
Disclosure In Tabular Form Of Members Equity [Line Items]
Common units Issued	60,000	60,000	60,000	60,000
Common units ouststanding	60,000	60,000	60,000	60,000
Class AAAA \| Non-Voting Incentive Units
Disclosure In Tabular Form Of Members Equity [Line Items]
Common units Issued	33,397	33,397	33,396	33,396
Common units ouststanding	3,000	3,000	3,000	3,000

Income Tax - The Income Tax Provision (Detail)	12 Months Ended
Income Tax - The Income Tax Provision (Detail)	Dec. 31, 2021 USD ($)
Federal Income Tax Expense (Benefit), Continuing Operations [Abstract]
Current	$ 0
Deferred	(240,421)
State and Local Income Tax Expense (Benefit), Continuing Operations [Abstract]
Current	0
Deferred	0
Change in valuation allowance	$ 240,421

Subsequent Events - Additional Information (Detail) - USD ($)				3 Months Ended		12 Months Ended
	May 26, 2022	May 18, 2022	Feb. 28, 2022	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Subsequent Event [Line Items]
Effective Income Tax Rate Reconciliation, Percent				0.00%	21.00%	0.00%
Line of Credit Facility, Maximum Borrowing Capacity						$ 10,000,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Share based payment arrangement, Expense		$ 50,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value		$ 40,300,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		2 years
Subsequent Event [Member] \| Revolving Loan [Member]
Subsequent Event [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 50,000,000
Subsequent Event [Member] \| Term Loan [Member]
Subsequent Event [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 125,000,000
Subsequent Event [Member] \| Gary S. Donovitz [Member]
Subsequent Event [Line Items]
Related party transaction, amounts of transaction		$ 300,000
Subsequent Event [Member] \| Tax Receivable Agreement [Member]
Subsequent Event [Line Items]
Effective Income Tax Rate Reconciliation, Percent	85.00%
Subsequent Event [Member] \| Class A common units [Member] \| Business Combination [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, Acquisitions	9,161,771
Percentage of Voting Interests Acquired	13.50%
Subsequent Event [Member] \| Hyac Sponsor [Member] \| Sponsor Working Capital Loan [Member] \| Haymaker III [Member]
Subsequent Event [Line Items]
Debt face amount			$ 350,000
Proceeds from working capital loans			$ 208,827
Debt conversion price per share			$ 1.5
Subsequent Event [Member] \| Lani D [Member]
Subsequent Event [Line Items]
Related party transaction, amounts of transaction		$ 250,000

Commitments And Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Commitments [Line Items]

Commitments and Contingencies

12.	COMMITMENTS AND CONTINGENCIES

Litigation Risk

From time to time, the Company may become involved in various legal actions arising in the ordinary course of business. Management is of the opinion that the ultimate liability, if any, from these actions will not have a material effect on its financial condition or results of operations.

12. COMMITMENTS AND CONTINGENCIES

Litigation Risk

Haymaker III [Member]

Commitments [Line Items]

Commitments and Contingencies

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of Founder Shares, Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. The holders of Founder Shares, Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans will not be able to sell these securities until the termination of the applicable

lock-up

period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering and over-allotment of $317,500,000, or $6,350,000. In addition, the underwriters have earned an additional three and one half percent (3.50%) on $317,500,000 of the gross proceeds of the Initial Public Offering and over-allotment, or $11,112,500 (“Deferred Underwriting Commission”) that will be paid upon consummation of the Company’s Initial Business Combination. This commitment of $11,112,500 has been recorded as deferred underwriting fee payable on the balance sheet as of March 31, 2022 and December 31, 2021. The underwriting agreement provides that the Deferred Underwriting Commission will be waived by the underwriter if the Company does not complete its Initial Business Combination.

Placement and Advisory Fees

On September 9, 2021, the Company entered into an agreement (which was amended on November 1, 2021) with an advisor for placement and advisory services in connection with the Business Combination. The agreement calls for the Company to pay the advisor an amount of $3,000,000 only upon the closing of the Business Combination.

On September 12, 2021, the Company entered into an agreement with a second advisor for placement and advisory services in connection with the Business Combination. The agreement calls for the Company to pay the advisor an amount of $6,500,000 only upon the closing of the Business Combination.

On September

2021

, the Company entered into an agreement with a third advisor for placement and advisory services in connection with the Business Combination. In exchange for such services, the Company will pay the M&A advisor an amount of $

4,000,000

upon successful completion of the Business Combination.

On November 4, 2021, the Company entered into an agreement with a fourth advisor for placement and advisory services in connection with the Business Combination. The agreement calls for the Company to pay the advisor an amount equal to the greater of 4.0% of the total gross proceeds received by the Company from the sale of securities from investors first introduced to the Company by the advisor, or $200,000 payable only upon the closing of the Business Combination.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

lock-up

period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering and over-allotment of $317,500,000, or $6,350,000. In addition, the underwriters have earned an additional three and one half percent (3.50%) on $317,500,000 of the gross proceeds of the Initial Public Offering and over-allotment, or $11,112,500 (“Deferred Underwriting Commission”) that will be paid upon consummation of the Company’s Initial Business Combination. This commitment of $11,112,500 has been recorded as deferred underwriting fee payable on the balance sheet as of December 31, 2021. The underwriting agreement provides that the Deferred Underwriting Commission will be waived by the underwriter if the Company does not complete its Initial Business Combination.

Placement and Advisory Fees

On September 30, 2021, the Company entered into an agreement with a third advisor for placement and advisory services in connection with the Business Combination. In exchange for such services, the Company will pay the M&A advisor an amount of $4,000,000 upon successful completion of the Business Combination.

Income tax - A reconciliation of the federal income tax rate to the Company effective tax rate (Detail)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate			21.00%
State taxes, net of federal tax benefit			0.00%
Loss on sale of Private Placement Warrants			5.80%
Change in fair value of warrant liabilities			(35.60%)
Non-deductible transaction costs			1.80%
Non-deductible business combination expense			3.90%
Change in valuation allowance			3.10%
Income tax provision	0.00%	21.00%	0.00%

Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Use of Estimates

—The preparation of the consolidated financial statements in accordance with US GAAP requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reporting period. The most significant estimates relate to the allowance for doubtful accounts, the selection of useful lives of property and equipment and capitalized software, and the reserves for inventory obsolescence. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates.

Cash/Cash and Cash Equivalents

Cash

—As of December 31, 2021 and 2020, cash consists primarily of checking and savings deposits. The Company

maintains deposits primarily with two financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits. The Company does not hold any cash equivalents, which would consist of highly liquid investments with original maturities of three months or less at the time of purchase.

Income Taxes

—Management of the Company has not taken a tax position that, if challenged, would be expected to have a material effect on the condensed consolidated financial statements as of or for the three months ended March 31, 2022 and 2021.

The Company did

not

incur any penalties or interest related to its state tax returns during the three months ended March 31, 2022 and 2021.

Under the new centralized partnership audit rules effective for tax years beginning after 2017, the Internal Revenue Service (“IRS”) assesses and collects underpayments of tax from the Company instead of from each member. The Company may be able to pass the adjustments through to its members by making a

push-out

election or, if eligible, by electing out of the centralized partnership audit rules.

The collection of tax from the Company is only an administrative convenience for the IRS to collect any underpayment of income taxes including interest and penalties. Income taxes on Company income, regardless of who pays the tax or when the tax is paid, is attributed to the members. Any payment made by the Company as a result of an IRS examination will be treated as a distribution from the Company to the members in the condensed consolidated financial statements. Tax years 2019 through 2021 are still open for

examination by the IRS. There were

payments made to the IRS as a result of examinations in 2021, 2020, and 2019.

Income Taxes

—The Company is organized as a limited liability company treated as a partnership for U.S. federal income tax purposes. As a result, income and

losses are taxable to or deductible by the Company’s members rather than at the Company level, and no provision has been made for federal income taxes in the

accompanying consolidated financial statements. In certain instances, the Company is subject to state taxes on income arising in or derived from the state tax jurisdictions in which it operates. In 2021, 2020, and 2019 the Company’s income tax expense primarily relates to Texas state franchise tax, which is calculated based on the gross receipts of the Company.

State income tax positions are evaluated in a

two-step

process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the

more-likely-than-not

threshold, it is then measured to determine the amount of expense to record in the consolidated financial statements. The tax expense recorded would equal the largest amount of expense related to the outcome that is 50% or greater likely to occur. The Company classifies any potential accrued interest recognized on an underpayment of income taxes as interest expense and classifies any statutory penalties recognized on a tax position taken as an operating expense. Management of the Company has not taken a tax position that, if challenged, would be expected to have a material effect on the consolidated financial statements as of or for the years ended December 31, 2021, 2020, and 2019.

The Company did not incur any penalties or interest related to its state tax returns during the years ended December 31, 2021, 2020, and 2019.

Under the centralized partnership audit rules effective for tax years beginning after 2017, the Internal Revenue Service (“IRS”) assesses and collects underpayments of tax from the Company instead of from each member. The Company may be able to pass the adjustments through to its members by making a

push-out

election or, if eligible, by electing out of the centralized partnership audit rules.

The collection of tax from the Company is only an administrative convenience for the IRS to collect any underpayment of income taxes including interest and penalties. Income taxes on Company income, regardless of who pays the tax or when the tax is paid, is attributed to the members. Any payment made by the Company as a result of an IRS examination will be treated as a distribution from the Company to the members in the consolidated financial statements. Tax years 2019 through 2021 are still open for examination by the IRS. There were no payments made to the IRS as a result of examinations in 2021, 2020, and 2019.

Earnings Per Common Unit/Net Income (Loss) Per Share of Common Stock

Earnings Per Common Unit

—Earnings per common unit is computed by dividing net income by the weighted

average number of common units outstanding for the period. Diluted earnings per common unit is computed including the impacts of potential dilutive securities. For the years ended December 31, 2021, 2020, and 2019, there were no potential dilutive securities, and as such, basic and diluted earnings per common unit are the same. See Note 11 for further details.

Concentrations/Concentration of Credit Risk

Concentrations

—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, accounts receivable, credit agreements, and inventory purchases. The Company’s cash balances exceed those that are federally insured. To date, the Company has not recognized any losses caused by uninsured balances.

As of March 31, 2022, 100% of the Company’s outstanding debt and available line of credit was from one provider. A failure of the counterparty to perform could result in the loss of access to the available borrowing capacity under the line of credit.

Inventory purchases from three vendors totaled approximately 86% and 84% for the three months ended March 31, 2022 and 2021 respectively. Due to the nature of the markets and availability of alternative suppliers, the Company does not believe the loss of any one vendor would have a material adverse impact on the Company’s financial position, results of operations, or cash flows for any significant period of time.

Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance. The Company did not have any customers that accounted for

% or more of total revenues for the three months ended March 31, 2022 or 2021. The Company did not have any customers that accounted for more than 10% of the outstanding gross accounts receivable as of March 31, 2022 or December 31, 2021.

Concentrations

—Financial instruments that potentially subject the Company to concentrations of credit risk consist

primarily of cash, accounts receivable, credit agreements, and inventory purchases. The Company’s cash balances exceed those that are federally insured. To date, the Company has not recognized any losses caused by uninsured balances.

As of December 31, 2021, 100% of the Company’s outstanding debt and available line of credit was from one provider. A failure of the counterparty to perform could result in the loss of access to the available borrowing capacity under the line of credit.

Inventory purchases from three vendors totaled approximately 94%, 93%, and 95% for the years ended December 31, 2021, 2020, and 2019 respectively. Due to the nature of the markets and availability of alternative suppliers, the Company does not believe the loss of any one vendor would have a material adverse impact on the Company’s financial position, results of operations, or cash flows for any significant period of time.

Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance. As of and for the years ended December 31, 2021, 2020, and 2019 the Company did not have any customers that accounted for 10% or more of total revenue or outstanding gross accounts receivable.

Recently Adopted Accounting Pronouncements/Recent Accounting Standards

Recently Adopted Accounting Pronouncements

—In May 2014, the FASB issued ASU

No. 2014-09,

Revenue from

Contracts with Customers (Topic 606)

, as amended (“ASU

2014-09”).

ASU

2014-09

establishes principles for

recognizing revenue upon the transfer of promised goods or services to customers in an amount that reflects the expected consideration received in exchange for those goods or services. ASU

2014-09

requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company adopted the new standard using the modified retrospective method on January 1, 2019.

The primary impact of adopting this new standard relates to services provided to customers who participate in the Biote Method. These customers pay fixed fees at contract inception and additional fees for each procedure

In August 2018, the FASB issued ASU

No. 2018-13,

Disclosure Framework—Changes to the Disclosure

Requirements for Fair Value Measurement

(“ASU

2018-13”),

which eliminates, adds, and modifies certain fair value

measurement disclosure requirements of ASC 820,

Fair Value Measurement

. On January 1, 2020, the Company adopted ASU

2018-13,

which did not impact the consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU

2020-04,

Reference Rate Reform (Topic 848): Facilitation of the Effects of

Reference Rate Reform on Financial Reporting

. This ASU provides temporary optional expedients and exceptions to

the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU is effective for all entities beginning as of its date of effectiveness, March 12, 2020. The guidance is temporary and can be applied through December 31, 2022. This ASU did not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU

No. 2016-02,

Leases (Topic 842)

, as amended (“ASU

2016-02”).

Under ASU

2016-02,

lessees are required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a

right-of-use

asset, which is an asset that represents the lessee’s right to control the use of an identified asset for the lease term, at the commencement date for all leases with a term greater than one year. In June 2020, the FASB issued ASU

2020-05,

Revenue from Contracts with Customers

(Topic 606)

and

Leases (Topic 842)—Effective Dates for Certain Entities (“ASU

2020-05”),

which defers the effective

date of ASU

2016-02

for private entities to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company early-adopted the new standard on January 1, 2019. Adoption of this standard did not have a material impact to the Company’s consolidated statements of income and comprehensive income, members’ deficit, or cash flows. The effects of the changes, including those discussed above, made to the Company’s consolidated balance sheet as of January 1, 2019 as a result of the adoption of the new standard were as follows (in thousands):


	Balance at December 31, 2018		Change due to adoption of ASC 842			Adjusted Balance at January 1, 2019
Assets
Operating lease right-of-use assets	$	—	$	1,009		$	1,009

Total increase to assets			$	1,009

Liabilities and Members’ Deficit
Accrued expenses	$	1,323	$	(57	)	$	1,266
Operating lease liabilities, current		—		222			222
Operating lease liabilities, long-term		—		844			844

Total increase to liabilities and members’ deficit			$	1,009

Segment Information

—Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results, and plans for levels or components below the consolidated unit level. Accordingly, the Company has one operating segment and, therefore, one reportable segment.

Segment Information

—Operating segments are defined as components of an enterprise about which separate

financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results, and plans for levels or components below the consolidated unit level. Accordingly, the Company has one operating segment and, therefore, one reportable segment.

Accounts Receivable and Allowance for Doubtful Accounts

—Accounts receivable are recorded net of allowances for doubtful accounts.

Accounts Receivable and Allowance for Doubtful Accounts

—Accounts receivable are recorded net of allowances

for doubtful accounts. Accounts receivable consist primarily of invoiced amounts to clinics that are not yet paid. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on past history of write-offs, collections, and current credit conditions. The Company maintains an allowance for doubtful accounts to provide for uncollectible amounts based on historical collection experience and an analysis of the aging of receivables. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances still outstanding after management has exhausted all reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

Bad debt expense is classified in selling, general, and administrative expense within the consolidated statements of income and comprehensive income. The Company generally does not require any security or collateral to support its receivables. A rollforward of the allowance for doubtful accounts is as follows (in thousands):


As of December 31, 2018	$	—
Provisions charged to operating results		(293	)
Account write-off and recoveries		(163	)

As of December 31, 2019	$	(456	)
Provisions charged to operating results		(776	)
Account write-off and recoveries		75

As of December 31, 2020	$	(1,157	)
Provisions charged to operating results		(240	)
Account write-off and recoveries		(9	)

As of December 31, 2021	$	(1,406	)

Other Current Assets

—As of March 31, 2022 and December 31, 2021, the Company’s total other current assets consist of the following:


	March 31,		December 31,
	2022		2021
Prepaid Expenses	$	1,610	$	847
Advances		1,361		685
Capitalized Transaction Costs		5,518		3,941

Total Other Current Assets	$	8,489	$	5,473

Prepaid expenses include software and technology licensing agreements, insurance premiums and other advance payments for services to be received over the next 12 months. Advances are comprised of deposit payments to vendors for inventory purchase orders to be received in the next 12 months. The capitalized transaction costs relate to costs incurred that are directly related to the planned future issue of equity securities upon completion of the business combination as described in note 1.

Other Current Assets

—As of December 31, 2021 and 2020, the Company’s total other current assets consist of the

following (in thousands):


	2021		2020
Prepaid expenses	$	847	$	1,570
Advances		685		—
Capitalized transaction costs		3,941		—

Total other current assets	$	5,473	$	1,570

vendors for inventory purchase orders to be received in the next 12 months. The capitalized transaction costs relate to costs incurred that are directly related to the planned future issue of equity securities upon completion of the business combination agreement as described in note 1.

Property and Equipment, Net

—Property and equipment are stated at cost less accumulated depreciation.

Depreciation is calculated using the straight-line method and is recorded in Selling, general, and administrative expense over the estimated useful lives of the assets. The estimated useful lives of property and equipment are as follows:


		Estimated useful life (in years)
Trocars		5
Leasehold improvements		Shorter of lease term or useful life of the improvement
Office equipment		5
Computer software (purchased)		3-5
Furniture and fixtures		5-7
Computer equipment		3-5

See Note 5 for further details.

Capitalized Software, Net

—Capitalization of costs related to internally developed software begins when the preliminary project stage is completed and it is probable that the project will be completed and used for its intended function. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional features and functionality. Maintenance costs are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, generally three to eight years. Capitalized software is included within capitalized software, net on the consolidated balance sheet. See Note 6 for further details.

Debt Issuance Costs

—Costs incurred in connection with the issuance of the Company’s long-term debt have been recorded as a direct reduction of the debt and amortized over the life of the associated debt as a component of interest expense using the straight-line method, which is not materially different compared to the effective interest method.

Impairment of Long-Lived Assets

—Long-lived assets, such as property and equipment and capitalized software, are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. No impairment charges have been recorded during the three months ended March 31, 2022 and 2021.

Impairment of Long-Lived Assets

Leases

—At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset(s) and the Company’s control over the use of that identified asset. The Company elected, as allowed under Financial Accounting Standards Board (“FASB”) ASU

2016-02,

Leases (“ASC 842”), to not recognize leases with a lease term of one year or less on its balance sheet. Leases with a term greater than one year are recognized on the balance sheet as

right-of-use

(“ROU”) assets and current and

non-current

lease liabilities, as applicable. As of December 31, 2021, and 2020, the Company does not have any financing leases.

Lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives, prepaid lease payments, or initial direct costs. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. Lease cost for operating leases is recognized on a straight-line basis over the lease term as an operating expense. Variable lease costs are expensed as incurred as an operating expense.

As the rates implicit in the Company’s leases have not historically been readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate the Company would incur to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment over the lease term. To estimate our incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis, since the Company does not currently have a rating agency-based credit rating.

In accordance with ASC 842, contracts containing a lease should be split into three categories: lease components,

non-lease

components, and activities or costs that do not transfer a distinct good or service

(“non-components”).

The fixed and

in-substance

fixed contract consideration (including any consideration related to

non-components)

must be allocated, based on the respective relative fair values, to the lease components and

non-lease

components.

Entities may elect not to separate lease and

non-lease

components. Accordingly, entities making this election would account for each lease component and related

non-lease

component together as a single lease component. The Company has elected to account for lease and

non-lease

components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only.

See Note 10 for further details.

Leases

2016-02,

Leases (“ASC 842”), to not recognize leases with a lease term of one year or less on its balance sheet. Leases with a term greater than one year are recognized on the balance sheet as

right-of-use

(“ROU”) assets and current and

non-current

lease liabilities, as applicable. As of December 31, 2021, and 2020, the Company does not have any financing leases.

In accordance with ASC 842, contracts containing a lease should be split into three categories: lease components,

non-lease

components, and activities or costs that do not transfer a distinct good or service

(“non-components”).

The fixed and

in-substance

fixed contract consideration (including any consideration related to

non-components)

must be allocated, based on the respective relative fair values, to the lease components and

non-lease

components.

Entities may elect not to separate lease and

non-lease

components. Accordingly, entities making this election would account for each lease component and related

non-lease

component together as a single lease component. The Company has elected to account for lease and

non-lease

components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only.

See Note 10 for further details.

Revenue Recognition

—The Company accounts for revenue in accordance with FASB, Accounting Standards Update (“ASU”)

No. 2014-09,

Revenue from Contracts with Customers, as amended, (Topic 606), which the Company adopted on January 1, 2019 using the modified retrospective method. Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product or service to a customer.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.

Shipping and handling costs associated with outbound freight after control of a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of products in the statements of income and comprehensive income. Shipping and handling costs billed to customers are considered part of the transaction price and are recognized as revenue with the underlying product sales for dietary supplements and trocars.

The following is a description of the principal contract activities, disaggregated by the contract type, from which the Company generates its revenue.

The Biote Method

The Company generates revenues through standard service agreements with customers who participate in the Biote Method. The Biote Method is a bioidentical hormone replacement therapy which has been developed as a treatment designed to alleviate hormone imbalances. Under this agreement, the Company provides a bundle of goods and services to customers, including initial training to medical practitioners, bioidentical hormone pellets

and software tools used for inventory management and dosing, and ongoing practice development and marketing support services, which includes a license to use the Company’s trademarks and trade names in the customer’s marketing materials. The initial contract term is three years, and customers have the option to renew for additional one-year periods.

For the bundled goods and services, the Company accounts for individual products and services separately if they are distinct, i.e., if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company has identified three distinct obligations in its standard service agreement: initial training, pellet procedures (including sales of bioidentical hormone pellets, use of inventory management software to monitor pellet inventory, and use of the Company’s blood dosing website to determine the appropriate pellets to use in each procedure), contract-term services (including ongoing practice development and marketing support, options to receive reusable trocars, and the right to use the reusable trocars through the term of the contract, if the option is exercised). The third obligation includes a combined lease/nonlease component for which the Company has adopted the practical expedient within ASC 842 which allows lessors to combine lease and

non-lease

components that have the same pattern of transfer to the customer-lessee and account for the combined component under the guidance relevant to the predominant portion of the component. By applying this expedient, the Company applies Topic 606 to the combined component.

The consideration in the contract is allocated between separate products and services in the bundle based on the stand-alone selling prices of each good and service. The stand-alone selling prices are determined based on the prices at which the Company separately sells the initial training and the pellet procedures. Judgment is required to determine the standalone selling price for each distinct performance obligation. For items that are not sold separately and for which the Company has not established a standalone selling price, the Company allocates consideration based on the residual approach.

The Company recognizes revenue for initial training over time as the customer completes the training. Training sessions generally occur over the course of

2-3

consecutive days at or near the time of contract inception. The Customer is charged an initial fixed-rate fee for this training. Customers pay in full for the initial training at the time of contract inception. The standalone selling price of these services is based on the lowest price offered by the Company for the services.

The Company recognizes revenue for pellet procedures at the point in time the procedures are performed by the practitioner, which is when control of the pellets transfers to the customer. Consideration for these services is in the form of a management fee assessed for each procedure performed, which includes a volume-based tiered pricing schedule. The standalone selling price for these services requires judgment and is estimated based on the Company’s historical experience with prices offered to similar customers throughout the initial term of the contract. Billings in excess of the standalone selling price constitute a premium charged to customers early in a relationship and are deferred and recognized when or as the remaining goods and services are transferred to the customer. Fees are billed and paid on a semimonthly basis.

The Company recognizes revenue for contract-term services on a straight-line basis over the initial term of the contract, which aligns with the Company’s satisfaction of the performance obligation. The Company allocates the residual consideration to this performance obligation, which is consistent with the allocation objective.

Dietary Supplements

Dietary supplements are supplements that customer practitioners resell to patients that aid the patients with maintaining hormone balances. The Company recognizes revenue for these, net of any discounts given, when control transfers to the customer, which is generally the point of shipment from the Company’s distributor. Products are billed at standalone selling price for the dietary supplements and invoiced at shipment.

Disposable Trocars

Disposable Trocars are manual surgical instruments intended for use by Biote-certified practitioners. These tools are used to implant the bioidentical hormone pellets into the customers’ patients. The Company recognizes revenue at the time control transfers, which is generally the point of shipment from the distributor. Products are billed at the standalone selling price for the trocars and invoiced at shipment.

Revenue disaggregated by the nature of the product or service and by geography is included within Note 3: Revenue Recognition.

As of the years ended December 31, 2021, 2020, and 2019 the Company had allocated $67, $57, and $50 respectively, of consideration to the unsatisfied initial training obligations, and $1,393, $1,413, and $1,669 respectively, of consideration to the unsatisfied contract-term service obligations provided to the Biote Method customers.

Consideration allocated to initial training due to deposits paid upfront is presented within deferred revenue on the consolidated balance sheets and is expected to be recognized as revenue within one year, as the training is complete. Consideration allocated to contract-term services is presented within deferred revenue and deferred revenue, long-term for the amounts expected to be recognized within one year and longer than one year, respectively. The amount of consideration allocated to contract-term services presented within deferred revenue was $849, $862, and $932 as of December 31, 2021, 2020, and 2019 respectively, and the amount presented within deferred revenue, long-term was $544, $551, and $737 as of December 31, 2021, 2020, and 2019 respectively.

The Consideration allocated to the premiums within the management fee for pellet procedures is presented within deferred revenue current and deferred revenue, long-term for amounts expected to be recognized within one year and longer than one year, respectively. The amount of these premiums within deferred revenue was $789, $1,125, and $1,601 as of December 31, 2021, 2020, and 2019 respectively, and the amount within deferred revenue, long-term was $258, $285, and $436 as of December 31, 2021, 2020, and 2019 respectively.

The Company has also elected the practical expedient in ASC 606 to not disclose consideration allocated to contracts with an original term of one year or less, which includes contracts for

point-in-time

sales of dietary supplements, disposable trocars, and pellet procedures. Pellet procedures are included in the Company’s Biote Method service agreement, which has a three-year stated term, but as revenues are recognized at a point in time, there are no minimum purchase volumes, and the contract allows for cancellation with ninety days’ notice from the customer, there are no pellet procedure obligations that are satisfied over a period greater than one year.

Contract Assets and Liabilities

Customer receivables are made up of consideration to which the Company has an unconditional right to payment, regardless of whether the Company has satisfied the performance obligations in the contract. All customer receivables are presented within accounts receivable, net of allowance for doubtful accounts in the consolidated balance sheets.

Contract assets are the Company’s right to consideration for goods or services that the entity has transferred to the customer when that right is conditioned on something other than the passage of time. The Company does not have any contract assets for the years ended December 31, 2021 or 2020.

Contract liabilities are the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration or has an unconditional right to receive consideration. The Company’s contract liabilities include deposits for initial training and contract-term services paid in advance which have not been recognized as revenue during the period. Contract liabilities are presented within deferred revenue and deferred revenue, long-term in the consolidated balance sheets. Contract liabilities are classified as current liabilities for the amount of revenue that the Company expects to recognize within one year of the reporting date.

Changes in contract liabilities between each period are attributable to fees paid by new customers, revenue recognized for completed trainings, and revenue recognized for the Company’s over-time satisfaction of contract-term services.

The Company does not have a history of material returns or refunds, and generally does not offer warranties or guarantees for any products or services. Expected returns and refunds are recorded as a reduction of revenue and are $0 and $0 for the years ended December 31, 2021 and 2020, respectively.

A reconciliation of the beginning and ending contract liabilities is included within Note 3: Revenue Recognition.

Cost of Revenue

—Cost of services primarily consist of the costs incurred to deliver trainings to Biote Method customers. Cost of products includes the cost of pellets purchased from compounding pharmacies and sold to customers of the Biote Method, the cost of trocars and dietary supplements purchased from manufacturing facilities or third-party

co-packers,

and the shipping and handling costs incurred to deliver these products to the customers.

Marketing

—Marketing expense includes advertising costs, marketing events, and program costs. These costs are expensed as incurred.

Selling, General, and Administrative

—Selling, general, and administrative expense consists primarily of software licensing and maintenance and the cost of employees who engage in corporate functions, such as finance and accounting, information technology, human resources, legal, and executive management. Selling, general, and administrative expense also includes rent occupancy costs, office expenses, recruiting expenses, entertainment allocations, depreciation and amortization, other general overhead costs, insurance premiums,

professional

service fees, research and development, and costs related to regulatory and litigation matters.

Commissions

—Commissions consist primarily of fees paid to a third-party sales force, internal sales force, and partner clinics which participate in the Company’s new clinic mentor program. Commissions paid to the Company’s internal and third-party sales forces relate to market support and development activities undertaken to drive channel sales through existing customers and are not considered incremental costs to obtain a customer contract.

Also included in commissions are expenses under the Company’s mentorship program which represent amounts paid to existing clinics which provide services to help new customers complete onboarding and other startup activities and are only incurred after contract initiation. These costs are expensed as incurred, consistent with other contract fulfillment costs.

Commissions

Commissions paid to clinics under the Company’s mentorship program represent amounts paid to existing clinics which provide services to help new customers complete onboarding and other startup activities and are only incurred after contract initiation. These costs are expensed as incurred, consistent with other contract fulfillment costs. Commissions paid under this program were $1,738, $1,457, and $2,382 in 2021, 2020, and 2019 respectively.

Members' Equity (Deficit)

Members’ Equity (Deficit)

—The Company’s capital structure includes common voting units (Class A), common

non-voting

units (Class AA and AAA), and

non-voting

incentive units (Class AAAA), with no limit to the number of units that may be issued. Class A units have 100% of the voting rights, and there is no par value assigned to any of the classes of units.

As of March 31, 2022, and December 31, 2021 the following members’ equity units were issued and outstanding:


	March 31,				December 31,
	2022				2021
Units	Issued		Outstanding		Issued		Outstanding
Class A (Voting)		16,721		16,721		16,721		16,721
Class AA (Non-Voting)		903,079		903,079		903,079		903,079
Class AAA (Non-Voting)		60,000		60,000		60,000		60,000
Class AAAA (Non-Voting Incentive Units)		33,397		3,000		33,397		3,000

Total		1,013,197		982,800		1,013,197		982,800

The Company made operating distributions to unit holders and taxing authorities on the unit holders’ behalf totaling $2,732 and $2,342 for the three months ended March 31, 2022 and 2021 respectively.

Members’ Equity (Deficit)

—The Company’s capital structure includes common voting units (Class A), common

non-voting

units (Class AA and AAA), and

non-voting

incentive units (Class AAAA), with no limit to the number of units that may be issued. Class A units have 100% of the voting rights, and there is no par value assigned to any of the

classes

of units.

As of December 31, 2021, 2020, and 2019 the following members’ equity units were issued and outstanding:


	December 31,
	2021				2020				2019
Units	Issued		Outstanding		Issued		Outstanding		Issued		Outstanding
Class A (Voting)		16,721		16,721		16,721		16,721		16,721		16,721
Class AA (Non-Voting)		903,079		903,079		903,079		903,079		903,079		903,079
Class AAA (Non-Voting)		60,000		60,000		60,000		60,000		60,000		60,000
Class AAAA (Non-Voting Incentive Units)		33,397		3,000		33,396		3,000		33,396		3,000

Total		1,013,197		982,800		1,013,196		982,800		1,013,196		982,800

In the case of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the Class AAAA members will not be entitled to any distributions. The Company shall distribute any residual net assets to the members as follows:

(i)

First, to the Class A and Class AA members pro rata in accordance with their relative Sharing Percentages until the aggregate amount distributed is equal to $3,000;

(ii)

Next, to the Class A, Class AA, and Class AAA members pro rata in accordance with their relative Sharing Percentages until the aggregate amount distributed is equal to $125,000;

(iii)

Next, to the Class AA and Class AAA members, an amount equal to the product of (A) the total amount of net assets remaining to be distributed, multiplied by (B) such member’s Sharing Percentage; and

(iv)

The balance, if any, to the Class A members.

In the case of any operating distributions, the amounts distributed to members will be allocated as follows:

(i)

First, to the Class AA and Class AAA members, an amount equal to the product of (A) the total amount to be distributed (less amounts agreed to be paid to the Class AAAA members in accordance with (ii) below), multiplied by (B) such member’s Sharing Percentage;

(ii)

Second to each Class AAAA member, in accordance with the terms of such member’s Grant Agreement; and

(iii)

The balance, if any, to the Class A members.

The Company made operating distributions to unit holders and taxing authorities on the unit holders’ behalf totaling $11,402, $13,319, and $56,634 for the years ended December 31, 2021, 2020, and 2019 respectively.

Unit-Based Compensation

—The Company grants Class AAAA units (“incentive units”) and phantom equity rights

(collectively, the “equity awards”) to certain key members of management. The equity awards are entitled to share in the distributions of the Company from a change in control or qualifying liquidity event. The equity awards are accounted for under ASC 718,

Compensation

—

Stock Compensation.

The fair value of the equity-classified awards is determined using a Monte-Carlo simulation as of the grant date. The awards begin to vest on the date of a change in control or qualifying event. No compensation cost will be recognized until a change of control or qualifying liquidity event is deemed probable to occur. As of the date of these financial statements, the performance condition was not deemed probable, and accordingly, no unit-based compensation cost has been recognized. See Note 9 for further details.

Fair Value Measurements

—The Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses, and short- and long-term debt. Accounts receivable, accounts payable, and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The carrying value of short- and long-term debt also approximates fair value since these instruments bear market rates of interest. None of these instruments are held for trading purposes.

Fair Value Measurements

—Fair value accounting is applied for all assets and liabilities and

non-financial

assets and

liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company follows the established framework for measuring fair value.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1

—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the

Company has the ability to access at the measurement date.

Level 2

—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities,

unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other

inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3

—Inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

The Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses, and

short-and

long-term debt. Accounts receivable, accounts payable, and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The carrying value of short- and long-term debt also approximates fair value since these instruments bear market rates of interest. None of these instruments are held for trading purposes.

Inventory

—Inventory is carried at the lower of cost or net realizable value using the

first-in,

first-out

(FIFO) method.

Inventory consists of bioidentical hormone pellets and dietary supplements. Bioidentical hormone pellets contain bioidentical testosterone or estrogen used to achieve hormone balance. Dietary supplements are high-grade supplements used to enhance pellet therapy. The Company reviews its inventory balances and writes down its inventory for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. Inventory write-downs are recorded within cost of goods sold. Management recorded a reserve for obsolescence of inventory related to inventory which has expired. See Note 4 for further details.

Employee Retirement Plans

Employee Retirement Plans—

Defined Contribution Retirement Plans

Effective January 1, 2021, the Company offers participation in the BioTE Medical 401(k) Plan (the “401(k) Plan”), a defined contribution plan providing retirement benefits to eligible employees. Eligible employees may contribute a portion of their annual compensation to the 401(k) plan, subject to the maximum annual amounts as set periodically by the IRS. The Company makes a Safe Harbor

non-elective

contribution to the 401(k) plan equal to 3% of each participant’s eligible employee compensation. Safe Harbor contributions vest immediately for each participant.

During the three months ended March 31, 2022 the Company made $138 in Safe Harbor contributions under the 401(k) Plan, which are presented within selling, general, and administrative expense in the condensed consolidated statements of income. No Safe Harbor contributions were made during the three months ended March, 31, 2021.

Recent Accounting Pronouncements Not Yet Adopted

—In June 2016, the FASB issued ASU

2016-13,

Measurement of Credit Losses on Financial Instruments

(“ASU

2016-13”).

The main objective of the update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by companies at each reporting date. For trade and other receivables, held to maturity debt securities, and other instruments, companies will be required to use a new forward-looking “expected losses” model that generally will result in the recognition of allowances for losses earlier than under current accounting guidance. Further, the FASB issued ASU

2019-04,

ASU

2019-05 and ASU

2019-11 to

provide additional guidance on the credit losses standard. The standard will be adopted using the modified retrospective approach. ASU

2016-13

is effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted.

The Company is evaluating the potential impact of adopting ASU

2016-13

on its condensed consolidated financial statements and related disclosures.

In August 2020, the FASB

issued ASU 2020-06,

Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU

2020-06”).

ASU

2020-06

changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. ASU

2020-06

also modifies the guidance on diluted earnings per share calculations. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures.

In December 2019, the FASB issued

ASU 2019-12,

Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes

, which simplifies the accounting for income taxes by removing certain exceptions to the general principles of ASC 740,

Income Taxes

. The amendments also improve consistent application of and simplify GAAP for other areas of ASC 740 by clarifying and amending existing guidance. ASU

2019-12

is effective for fiscal years beginning after December 15, 2021, and for interim periods beginning after December 15, 2022. Early adoption is permitted, including adoption in interim or annual periods for which financial statements have not yet been made available for issuance. If the Company early adopts these amendments in an interim period, it should reflect any adjustments as of the beginning of the annual period that includes that interim period. In addition, an entity that elects to early adopt the standard is required to adopt all of the amendments in the same period (i.e., an entity cannot select which amendments to early adopt). The Company is currently assessing the impact that this standard will have on its condensed consolidated financial statements and related disclosures. However, no material impact on the condensed consolidated financial statements is expected.

Recent Accounting Pronouncements Not Yet Adopted

—In June 2016, the FASB issued ASU

2016-13,

Measurement of Credit Losses on Financial Instruments

(“ASU

2016-13”).

The main objective of the update is to

provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by companies at each reporting date. For trade

and other receivables, held to maturity debt securities, and other instruments, companies will be required to use a new forward-looking “expected losses” model that generally will result in the recognition of allowances for losses earlier than under current accounting guidance. Further, the FASB issued ASU

2019-04,

ASU

2019-05

and ASU

2019-11

to provide additional guidance on the credit losses standard. The standard will be adopted using the modified retrospective approach. ASU

2016-13

is effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the potential impact of adopting ASU

2016-13

on its consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU

2020-06,

Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and

Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU

2020-06”).

ASU

2020-06

changes how entities account

for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. ASU

2020-06

also modifies the guidance on diluted earnings per share calculations. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU

2019-12,

Income Taxes (Topic 740)—Simplifying the Accounting for Income

Taxes

, which simplifies the accounting for income taxes by removing certain exceptions to the general principles

of ASC 740,

Income Taxes

. The amendments also improve consistent application of and simplify GAAP for other areas of ASC 740 by clarifying and amending existing guidance. ASU

2019-12

is effective for fiscal years beginning after December 15, 2020 and early adoption is permitted. Depending on the amendment, adoption may be applied on a retrospective, modified retrospective, or prospective basis. The Company is currently assessing the impact that this standard will have on its consolidated financial statements and related disclosures.

Haymaker III [Member]

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Form

10-K

as filed with the SEC on April 7, 2022. The accompanying condensed balance sheet as of December 31, 2021 has been derived from

audited financial statements included in that Form 10-K. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Basis of Presentation

The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Emerging Growth Company

non-emerging

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, and disclosure of contingent assets, liabilities, and expenses at the date of the condensed financial statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.

Use of Estimates

The preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, and disclosure of contingent assets, liabilities, and expenses at the date of the financial statements.

Cash/Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 or December 31, 2021.

Cash and Cash Equivalents

Investments Held in Trust Account

At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in net gain (loss) on investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Investments Held in Trust Account

At December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in net gain (loss) on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

All of the 31,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC

480-10-S99,

redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional

paid-in

capital (to the extent available) and accumulated deficit.

As of March 31, 2022 and December 31 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds from the Initial Public Offering	$	317,500,000
Less:
Proceeds allocated to Public Warrants		(16,748,125	)
Issuance costs allocated to Class A common stock		(17,019,720	)
Plus:
Accretion of carrying value to redemption value		33,767,845

Class A common stock subject to possible redemption	$	317,500,000

Class A Common Stock Subject to Possible Redemption

480-10-S99,

As of December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table:


Gross proceeds from the Initial Public Offering	$	317,500,000
Less:
Proceeds allocated to Public Warrants		(16,748,125	)
Issuance costs allocated to Class A common stock		(17,019,720	)
Plus:
Remeasurement of carrying value to redemption value		33,767,845

Class A common stock subject to possible redemption—December 31, 2021	$	317,500,000

There were no shares of Class A common stock outstanding as of December 31, 2020.

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A—Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for temporary equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $17,986,366 as a result of the Initial Public Offering (consisting of $6,350,000 of cash underwriting discounts, $11,112,500 in deferred underwriting fees and $523,866

of other offering costs). As such, during the three months ended March 31, 2021, the Company recorded

$17,019,720

of offering costs as a reduction of temporary equity in connection with the shares of Class A common stock included in the Units, and the Company expensed

$966,646 of offering costs allocated to the Public Warrants and Private Placement Warrants that were classified as liabilities.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A—

Expenses of Offering

. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for temporary equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $17,986,366 as a result of the Initial Public Offering (consisting of $6,350,000 of cash underwriting discounts, $11,112,500 in deferred underwriting fees and $523,866 of other offering costs). As such, the Company recorded $17,019,720 of offering costs as a reduction of temporary equity in connection with the shares of Class A common stock included in the Units. The Company expensed $966,646 of offering costs allocated to the Public Warrants and Private Placement Warrants that were classified as liabilities.

Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a

non-cash

gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a binomial lattice model and the fair value of the Private Warrants was estimated using a Black-Scholes Option Pricing model (see Note 9). The subsequent measurement of the Public Warrants as of March 31, 2022 and December 31, 2021 is classified as Level 1, as such, an observable market quote in an active market, which has been available since April 29, 2021, under the ticker HYACW was used.

Warrant Liabilities

Distinguishing Liabilities from Equity

(“ASC 480”) and ASC 815,

Derivatives and Hedging

(“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

non-cash

gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a binomial lattice model and the fair value of the Private Warrants was

estimated using a Black-Scholes Option Pricing model (see Note 9). The subsequent measurement of the Public Warrants as of December 31, 2021 is classified as Level 1, as such, an observable market quote in an active market, which has been available since April 29, 2021, under the ticker HYACW was used.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740—Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Interim income taxes are based on the estimated expected tax rate for the year. During the three months ended March 31, 2022 and 2021, the Company recorded no income tax expense. The Company’s effective tax rate for the three months ended March 31, 2022 and 2021 was 0%, which differs from the statutory income tax rate of 21% due to the change in fair value of the warrant liabilities and the change in valuation allowance.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740—

Income Taxes

, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company, for tax purposes, had a loss from operations during the year ended December 31, 2021. The Company is subject to income tax examinations by major taxing authorities since inception.

Earnings Per Common Unit/Net Income (Loss) Per Share of Common Stock

Net Income (Loss) Per Share of Common Stock

Net income (loss) per common share is computed by dividing net earnings or losses by the weighted-average number of shares of common stock outstanding during the period (for all periods during which these shares were subject to forfeiture, the calculation of weighted average shares outstanding excludes an aggregate

of 1,125,000 shares held by the Sponsor that were subject to forfeiture to the extent that the underwriter’s over-allotment was not exercised in full). Net income (loss) is allocated between Class A and Class B shares based on weighted average shares outstanding. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and

private placement, along with the warrants issuable upon conversion of the Working Capital Loan (as defined in Note 5) to purchase an aggregate

of 13,643,384 shares in the calculation of diluted income (loss) per share, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The calculation does not include the remeasurement of Class A common stock to possible redemption amount because redemption value approximates fair value.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share amounts):


	Three Months Ended March 31
	2022				2021
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per share
Numerator:
Net income (loss)	$	939,586	$	234,896	$	(2,187,957	)	$	(1,755,417	)

Denominator:
Basic and diluted weighted average shares outstanding		31,750,000		7,937,500		9,505,556			7,626,389
Basic and diluted net income (loss) per share	$	0.03	$	0.03	$	(0.23	)	$	(0.23	)

Net Income Per Share of Common Stock

Net income per common share is computed by dividing net earnings by the weighted-average number of shares of common stock outstanding during the period (for all periods during which these shares were subject to forfeiture, the calculation of weighted average shares outstanding excludes an aggregate of 1,125,000 shares held by the Sponsor that were subject to forfeiture to the extent that the underwriter’s over-allotment was not exercised in full). Net income is allocated between Class A and Class B shares based on weighted average shares outstanding. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 13,504,166 shares in the calculation of diluted income per share, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The calculation does not include the remeasurement of Class A common stock to possible redemption amount because redemption value approximates fair value.

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	For the Year ended December 31, 2021					For the Period from July 6, 2020 (inception) Through December 31, 2020
	Class A			Class B		Class A		Class B
Numerator:
Net income - Basic	$	8,553,085		$	2,559,825		—	$	—
Effect of dilutive securities:
Class B common stock subject to forfeiture		(49,156	)		49,156		—		—

Net income - Diluted	$	8,503,929		$	2,608,981		—	$	—


	For the Year ended December 31, 2021				For the Period from July 6, 2020 (inception) Through December 31, 2020
	Class A		Class B		Class A		Class B

Denominator:
Weighted average shares outstanding - Basic		26,265,068		7,860,788		—		7,500,000
Effect of dilutive securities:
Class B common stock subject to forfeiture		—		197,260		—		—

Weighted average shares outstanding - Diluted		26,265,068		8,058,048		—		7,500,000

Basic net income per share	$	0.33	$	0.33		—	$	0.00
Diluted net income per share	$	0.32	$	0.32		—	$	0.00

Concentrations/Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Concentration of Credit Risk

Fair Value of Financial Instruments

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date.

The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheets for cash, prepaid expenses, accrued expense, and franchise tax payable approximate fair value due to their short-term nature.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Fair Value of Financial Instruments

The Company applies ASC Topic 820,

Fair Value Measurement

(“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheets for cash, prepaid expenses, accrued expense, and franchise tax payable approximate fair value due to their short-term nature.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Recently Adopted Accounting Pronouncements/Recent Accounting Standards

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2020-06,

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. ASU

2020-06

is effective for the Company on January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company early adopted ASU

2020-06

effective January 1, 2021 using the full retrospective method of transition. The adoption of ASU

2020-06

did not have a material impact on the financial statements for the fiscal year ended December 31, 2021.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Leases - Summary Of Balance Sheet Classification Of Operating Leases (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2018
Assets
Operating lease right-of-use assets	$ 298	$ 356	$ 582	$ 1,009
Total lease assets	298	356	582
Current
Operating lease liabilities, current	250	248	239	222
Noncurrent
Operating lease liabilities, Noncurrent	64	127	375	$ 844
Total lease liabilities	$ 314	$ 375	$ 614
Weighted-average remaining lease term—operating leases (years)	1 year 3 months	1 year 6 months	2 years 6 months
Weighted-average discount rate—operating leases	3.75%	3.75%	3.75%

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Detail)	12 Months Ended
	Dec. 31, 2021
Trocars [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment	5 years
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment estimated useful lives	Shorter of lease term or usefullife of the improvement
Office equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment	5 years
Computer software (purchased) (Member) \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment	5 years
Computer software (purchased) (Member) \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment	3 years
Furniture and fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment	7 years
Furniture and fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment	5 years
Computer equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment	5 years
Computer equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment	3 years

Related-Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Trust for Benefit of Employees [Member] \| Class AA Units [Member]
Equity method investment, Ownership percentage	51.00%		51.00%
Employee Owned Clinic [Member]
Revenue from related parties	$ 222	$ 166	$ 744	$ 615
Accounts receivable, Related parties	81		57	57
Professional Services [Member] \| Professional Services Firm [Member]
Related party transaction, Expenses from transactions with related party	15	161	456	532
Due to related parties	5		0	7
Employee Compensation [Member] \| Employee Being The Child Of The Company Founder Chairman And Beneficial Owner Of The Company Class A Units [Member]
Related party transaction, Expenses from transactions with related party			201	182
Related party transaction, Purchases from related party	47	43
Due to employees	0		0	5
Employee Compensation [Member] \| Employee Who Is A Spouse Of The Company Founder Chairman And Beneficial Owner Of The Company Class A Units [Member]
Related party transaction, Expenses from transactions with related party	56	62	285	196
Due to employees	0		0	0
Inventory Purchases [Member] \| Vendor [Member]
Related party transaction, Purchases from related party	291	$ 213	888	584
Accounts payable, Related parties	$ 0		$ 0	$ 52

Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended		12 Months Ended
	Mar. 31, 2022 USD ($) day shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) day shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares	May 31, 2022 USD ($)
FDIC Insured Amount	$ 250,000
Unrecognized Tax Benefits	0		$ 0
Accrued for interest and penalties	0		0
Stock issuance Costs	17,986,366
Payments for underwriting expense	6,350,000
Deferred underwriting fees	11,112,500
Other offering costs	523,866
Cash Equivalents	$ 0		$ 0
Stock issued during period, shares, new issues \| shares	31,750,000
Effective Income Tax Rate Reconciliation, Percent	0.00%	21.00%	0.00%
Number of operating segments \| day	1		1
Number of reportable segments \| day	1		1
Impairment of long lived assets held for use	$ 0	$ 0	$ 0	$ 0
Contract with customers liability current	1,780,000		1,705,000	2,044,000	$ 2,584,000	$ 1,780,000
Contract with customers liability non current	872,000		802,000	836,000	1,173,000	872,000
Expected returns and refunds to customers			0	0
Sales commission	$ 216,000	577,000	2,056,000	2,432,000	3,592,000
Incremental costs to fulfill contract with customers			1,738,000	1,457,000	2,382,000
Percentage of voting rights	100.00%
Operating distribution to unit holders and tax authorities	$ 2,732,000	2,342,000	$ 11,402,000	$ 13,319,000	$ 56,634,000
Maximum amount of tax expenses recognizable percentage			50.00%	50.00%
Weighted average number of diluted securities outstanding adjustment \| shares			0	0	0
Percentage of Employee compensation equal to contribution plan	3.00%
Defined contribution plan, maximum annual contributions per employee, amount		$ 0
Selling, General and Administrative Expenses [Member]
Defined contribution plan, maximum annual contributions per employee, amount	$ 138,000
Minimum [Member]
Capitalized software estimated useful lives			3 years
Maximum [Member]
Capitalized software estimated useful lives			8 years
Debt [Member] \| Lender Concentration Risk [Member] \| One Lender [Member]
Concentration risk percentage	100.00%		100.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Minimum [Member]
Concentration risk percentage	10.00%	10.00%	10.00%	10.00%	10.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| No Customer [Member]
Concentration risk percentage	10.00%	10.00%	10.00%	10.00%	10.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Minimum [Member]
Concentration risk percentage			10.00%	10.00%	10.00%
Purchases [Member] \| Supplier Concentration Risk [Member] \| Three Suppliers [Member]
Concentration risk percentage	86.00%	84.00%	94.00%	93.00%	95.00%
State and Local Jurisdiction [Member]
Income tax examination interest expenses	$ 0	$ 0	$ 0	$ 0	$ 0
Income tax examination penalty expenses	0	$ 0	$ 0	$ 0	$ 0
Internal Revenue Service (IRS) [Member]
Open tax year			2021	2020	2019
Capital Unit, Class A [Member]
Percentage of voting rights			100.00%
Capital Units Class A And Class AA [Member] \| Rank One [Member]
Distributable amount payable to unit holders in the event of liquidation			$ 3,000,000
Capital Units Class A Class AA And Class AAA [Member] \| Rank Two [Member]
Distributable amount payable to unit holders in the event of liquidation			125,000,000
Contract Term Services [Member]
Revenue remaining performance obligation			1,392,000	$ 1,413,000	$ 1,669,000	$ 1,507,000
Biote Method Customer [Member]
Sales commission			317,000	976,000	1,209,000
Biote Method Customer [Member] \| Service Revenue [Member] \| Training [Member]
Revenue remaining performance obligation			67,000	57,000	50,000
Biote Method Customer [Member] \| Service Revenue [Member] \| Contract Term Services [Member]
Revenue remaining performance obligation			1,393,000	1,413,000	1,669,000
Contract with customers liability current			849,000	862,000	932,000
Contract with customers liability non current			544,000	551,000	737,000
Biote Method Customer [Member] \| Product Revenue [Member] \| Pallet Procedures [Member]
Contract with customers liability current			789,000	1,125,000	1,601,000
Contract with customers liability non current			258,000	285,000	$ 436,000
Haymaker III [Member]
FDIC Insured Amount			250,000
Unrecognized Tax Benefits			0	0
Accrued for interest and penalties			0	0
Stock issuance Costs			17,986,366
Payments for underwriting expense	$ 6,350,000		6,350,000
Deferred underwriting fees			11,112,500
Other offering costs			523,866
Cash Equivalents			0	$ 0
Offering Costs			$ 17,019,720
Stock issued during period, shares, new issues \| shares			31,750,000
Sponsor [Member]
Shares Subject To Forfeiture \| shares	1,125,000
Sponsor [Member] \| Haymaker III [Member]
Shares Subject To Forfeiture \| shares			1,125,000
Warrant [Member]
Antidilutive securities excluded from computation of earnings per share, amount \| shares	13,643,384
Warrant [Member] \| Haymaker III [Member]
Antidilutive securities excluded from computation of earnings per share, amount \| shares			13,504,166
Public Warrants [Member]
Offering Costs	$ 966,646
Public Warrants [Member] \| Haymaker III [Member]
Offering Costs			$ 966,646
Class A Common Stock [Member]
Offering Costs	$ 17,019,720
Class A Common Stock [Member] \| Haymaker III [Member]
Common Stock, Shares, Outstanding \| shares			0

Description of Organization and Business Operations And Liquidity	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Haymaker III [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Description Of Organization And Business Operations And Liquidity	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY Haymaker Acquisition Corp. III (the “Company” or “Haymaker”) is a blank check company incorporated in Delaware on July 6, 2020 . The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity for the three months ended March 31, 2022 and March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income or gains on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering. In addition, the Company will recognize non-operating income or loss on the change in fair value of warrant liabilities and the convertible promissory note. The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Haymaker Sponsor III, LLC (the “Sponsor”) generating gross proceeds of $8,000,000, which is described in Note 4. On March 3, 2021, the underwriters partially exercised the over-allotment option by purchasing 1,750,000 Units at an offering price of $10.00 per Unit (generating gross proceeds of $17,500,000), which was settled on March 5, 2021. In connection with the exercise of the over-allotment option, on March 5, 2021, the Company sold 233,333 Private Placement Warrants (the “Additional Private Placement Warrants”) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $350,000, this amount was purchased on March 4, 2021, in anticipation of the closing of the over-allotment option. As a result, an additional $17,500,000 (which amount includes $612,500 of the underwriters’ deferred discount) was placed in the Trust Account. As a result of the partial exercise of the over-allotment option to purchase 1,750,000 Units, the Sponsor forfeited 687,500 Founder Shares on March 5, 2021 in order to maintain ownership of 20% of issued and outstanding shares of the Company. The Founder Shares forfeited by the Sponsor were cancelled by the Company. Following the closing of the Initial Public Offering and partial exercise of the over-allotment, an amount of $317,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the Trust Account and is being invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. At March 31, 2022 and December 31, 2021, $ 67,898 and $ 130,359 of cash was held outside of the Trust Account and available for working capital purposes, respectively. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Initial Business Combination and the Company does not conduct redemptions in connection with the Initial Business Combination pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive (i) redemption rights with respect to any Founder Shares and Public Shares held in connection with the completion of an initial Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held in connection with a stockholder vote to approve an amendment to an amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with an initial Business Combination or to redeem 100 % of Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or any extended period of time that the Company may have to consummate an initial Business Combination. The Company will have until March 4 , 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of remaining stockholders and board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to all of the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, all such shares of Class A common stock are recorded at redemption amount and classified as temporary equity since the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480—Distinguishing Liabilities from Equity. Business Combination Agreement On December 13, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with the Sponsor, BioTe Holdings, LLC, a Nevada limited liability company (“Biote”), BioTe Management, LLC, a Nevada limited liability company, Dr. Gary Donovitz, in his individual capacity, and Teresa S. Weber, in her capacity as the members’ representative (in such capacity, the “Members’ Representative”). Upon the closing of the Business Combination (the “Closing”), the Company will change its name to “ B iote Corp.” The aggregate consideration that will be paid to or retained by the members of Biote (the “Members”) immediately prior to the closing of the Business Combination upon the Closing is approximately $555,000,000, subject to the purchase price adjustments set forth in the Business Combination Agreement. Following the Closing, the Combined Company will be organized in an “UP-C” structure in which substantially all of the assets and business of the Combined Company will be held by Biote and its direct and indirect subsidiaries (together, the “Biote Companies”), and the Company’s only direct assets will consist of Biote Units (as defined below). Prior to the Closing, the Company may issue up to $100,000,000 in shares of Class A common stock in a private placement (an “Equity Financing”), so long as the price per share in such Equity Financing is not less than $10.00. Pursuant to the terms and conditions of the amended and restated certificate of incorporation, in connection with the Closing of the Business Combination, all then-outstanding shares of Class B common stock will be converted into shares of Class A common stock on a one-for-one basis (the “Class B Common Stock Conversion”), subject to adjustment and Class B Common Stock shall not be convertible into Class A Common Stock at a rate of less than one-to-one. Immediately prior to the Closing, Biote will (i) effectuate a recapitalization, pursuant to which all its Class A Units, Class AA Units, Class AAA Units and Class AAAA Units held by the Members will be converted or exchanged (whether by direct exchange, merger or otherwise) into a number of equity interests in Biote designated as “Class A Common Units” (“Biote Units”) in the amounts determined in accordance with Biote’s Second Amended and Restated Operating Agreement (the “Biote A&R OA”), which will be entered into prior to the Closing, the result of which will be that the Members will hold a single class of Biote Units as of immediately prior to the Closing and (ii) convert into a Delaware limited liability company. In connection with the Business Combination, BioTE Medical, LLC (“Biote Medical”), a subsidiary of Biote, has entered into a debt commitment letter with Truist Bank and Truist Securities, Inc. to obtain (i) a $ 50,000,000 senior secured revolving credit facility in favor of Biote Medical and (ii) a $ 125,000,000 senior secured term loan A facility in favor of Biote Medical (together, the “Debt Facilities,” and any such financing, together with any alternative financing obtained by the Company, Biote or any Biote subsidiary, the “Debt Financing”). Each holder of phantom equity in any of Biote or its direct or indirect subsidiaries (each, a “Phantom Equity Holder”) has entered into a phantom equity acknowledgement (each, a “Phantom Equity Acknowledgement”) effective as of the Closing, which shall, among other things, confirm the number of shares of Class A common stock to be issued to such Phantom Equity Holder pursuant to the B iote Corp. 2022 Equity Incentive Plan (the “Incentive Plan”) in satisfaction of his or her phantom equity rights and the vesting schedule for such shares. Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, at the time of the Closing, (x) in exchange for the Closing Biote Units (as defined below), the Company will transfer cash in an amount equal to (i) the cash in the trust account and any cash held by the Company outside of the trust account, less (ii) the amounts required by the redemptions of Class A common stock by the public stockholders, plus (iii) the aggregate proceeds to be received by the Company pursuant to any Equity Financing, (y) the Biote Companies will receive the aggregate proceeds from the Debt Financing (the aggregate amounts described in (x) and (y), the “Closing Date Cash”) in accordance with and in the priority set forth in the Business Combination Agreement and as described further below, and (z) the Company will issue to Biote a number of shares of its Class V common stock, par value $0.0001 per share (the “Class V Voting Stock”) equal to the number of Retained Biote Units (as defined below), which will entitle the holder thereof to one vote per share but no right to dividends or distributions. Biote will immediately thereafter distribute the Class V Voting Stock to its Members pursuant to the Biote A&R OA. The “Cash Consideration” will be equal to the portion of the aggregate consideration paid or payable to the Gary S. Donovitz 2012 Irrevocable Trust (the “Selling Member”) that is paid in cash, which amount shall in no event exceed $199,000,000. At the Closing and in consideration for the acquisition of Biote Units by the Company, the Company and the Biote Companies will, subject to the Business Combination Agreement and the Trust Agreement (as defined in the Business Combination Agreement), disburse the Closing Date Cash for the following purposes and in the following order of priority: (a) first, payment of unpaid Transaction Expenses (as defined in the Business Combination Agreement), (b) second, payment to Biote (for use by the Biote Companies) in the amount of $75,000,000, (c) third, payment of Cash Consideration to the Selling Member in the amount of $50,000,000, (d) fourth, payment to Biote (for use by the Biote Companies) in the amount of $75,000,000, (e) fifth, payment of Cash Consideration to the Selling Member in the amount of $75,000,000, (f) sixth, payment to Biote and the Selling Member such that Biote and the Selling Member receive 37.8% and 62.2%, respectively, of the remaining Closing Date Cash until Biote and the Selling Member have received aggregate payments pursuant to this clause (f) equal to $45,000,000 and $74,000,000, respectively, and (g) seventh, payment to Biote (for use by the Biote Companies). At the Closing, Biote will issue to the Company a number of Biote Units (the “Closing Biote Units”) equal to the aggregate number of shares of Class A common stock issued and outstanding as of immediately prior to the Closing (after giving effect to any redemptions of Class A common stock, any Equity Financing, the Class B Common Stock Conversion and the forfeiture of up to 793,750 shares of Class B common stock held by the S ponsor in the event cash available to the Company at the Closing is less than $ 206,400,000) . The Members will, immediately following the Closing, retain an aggregate number of Biote Units (such Biote Units retained by the Members, the “Retained Biote Units”) equal to the following (without duplication between clauses (y) and (z)): (w) (i) (A) Biote’s equity value (i.e., $ 555,000,000) , minus (B) the aggregate amount of Company Transaction Expenses (as defined in the Business Combination Agreement), minus (C) the Cash Consideration, if any, divided by (ii) $ 10.00 , plus (x) the Member Earnout Units (as defined below), minus (y) a number of Biote Units equal to the number of shares of Class A common stock to be issued to the Phantom Equity Holders pursuant to the Phantom Equity Acknowledgements (or the existing underlying phantom equity documentation with respect to any Phantom Equity Holder who has not entered into a Phantom Equity Acknowledgement as of the Closing), minus (z) a number of Biote Units equal to the quotient of (i) the amount of cash payable to the Phantom Equity Holders pursuant to the Phantom Equity Acknowledgments (or the existing underlying phantom equity documentation with respect to any Phantom Equity Holder who has not entered into a Phantom Equity Acknowledgement as of the Closing), divided by (ii) $ 10.00 . In connection with the Closing, on the date of the Closing (the “Closing Date”) (a) the Members on a pro rata basis will subject (i) 10,000,000 Retained Biote Units held by them (the “Member Earnout Units”) and (ii) 10,000,000 shares of Class V Voting Stock distributed to them by Biote (the “Earnout Voting Shares”), (b) the Sponsor will subject 1,587,500 shares of Class A common stock held by it after giving effect to the Class B Common Stock Conversion (the “Sponsor Earnout Shares”), and (c) the Company will subject a number of Biote Units equal to the number of Sponsor Earnout Shares (the “Sponsor Earnout Units,” and, together with the Sponsor Earnout Shares, the Earnout Voting Shares and the Member Earnout Units, the “Earnout Securities”), to certain restrictions and potential forfeiture pending the achievement (if any) of certain earnout targets pursuant to the terms of the Business Combination Agreement or the occurrence of a Change of Control (as defined in the Business Combination Agreement). The Earnout Securities will have voting rights but no right to dividends or distributions (except for certain tax distributions from Biote in accordance with the Biote A&R OA) until such restrictions and potential forfeiture have lapsed. One third of each of the Member Earnout Units, Earnout Voting Shares, Sponsor Earnout Shares and Sponsor Earnout Units will vest upon the occurrence of each of the following events: (i) the first time, prior to the five-year anniversary of the Closing Date (the “Earnout Deadline”), the volume-weighted average share price of the Class A common stock (the “VWAP”) equals or exceeds $12.50 per share for 20 Trading Days (as defined in the Business Combination Agreement) of any 30 consecutive Trading Day period following the Closing, (ii) the first time, prior to the Earnout Deadline, the VWAP equals or exceeds $15.00 per share for 20 Trading Days of any 30 consecutive Trading Day period following the Closing, and (iii) the first time, prior to the Earnout Deadline, the VWAP equals or exceeds $17.50 per share for 20 Trading Days of any 30 consecutive Trading Day period following the Closing. If a definitive agreement with respect to a Change of Control (as defined in the Business Combination Agreement) is entered into on or prior to the Earnout Deadline, then effective as of immediately prior to closing of such Change of Control, unless previously vested pursuant to clauses (i) through (iii) of the preceding sentence, each of the Member Earnout Units, Earnout Voting Shares, Sponsor Earnout Shares and Sponsor Earnout Units will vest. Assuming that none of the Company’s current stockholders exercise their right to redeem their shares of Class A common stock of the Company and Company Transaction Expenses (as defined in the Business Combination Agreement) equal $9,887,000, as of immediately following the Closing and without giving effect to the outstanding warrants to purchase Class A common stock or issuance of any shares under the Incentive Plan or biote Corp. 2022 Employee Stock Purchase Plan, but including the Earnout Securities, the Combined Company is expected to own, directly or indirectly, approximately 49.8% of the Biote Units and will control Biote as the sole manager of Biote in accordance with the terms of the Biote A&R OA and all remaining Biote Units will be owned by the Members. The Members are expected to hold a controlling interest in the Company after the Closing and will therefore have the ability to control Biote. Beginning on the six month anniversary of the Closing, each Retained Biote Unit held by the Members may be redeemed, together with one share of Class V Voting Stock and subject to certain conditions, in exchange for either one share of Class A common stock or in certain circumstances, at the election of the Company in its capacity as the sole manager of Biote, the cash equivalent of the market value of one share of Class A common stock, pursuant to the terms and conditions of the Biote A&R OA (such exchange rights, as further described in the Biote A&R OA, the “Exchange Rights”). Consummation of the Business Combination is subject to customary mutual conditions and covenants of the respective parties, including the receipt of the requisite approval of the Company’s stockholders. The Business Combination Agreement may be terminated at any time prior to the consummation of the Business Combination by mutual written consent of the Company and Biote and in certain other limited circumstances, including if the consummation of the Business Combination has not occurred on or before June 13, 2022. The Business Combination Agreement contains usual and customary representations and warranties for transactions of this nature by the parties thereto. The Business Combination Agreement has been approved by the Company’s board of directors, and the board has recommended that the Company’s stockholders adopt the Business Combination Agreement and approve the Business Combination. On February 11, 2022, the Company filed a preliminary proxy statement with the SEC setting forth all of the above information and inviting the Company’s stockholders to attend the special meeting in lieu of the 2022 annual meeting of the stockholders to approve, among other things, the Business Combination Agreement and the Business Combination. On May 5, 2022, the Company filed a definitive proxy statement with the SEC setting forth all of the above information and inviting the Company’s stockholders to attend the special meeting in lieu of the 2022 annual meeting of the stockholders on May 24, 2022, at 10:00 a.m., Eastern time, to approve, among other things, the Business Combination Agreement and the Business Combination. Other Agreements - Business Combination The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following: Tax Receivable Agreement Simultaneously with the Closing, the Company, BioTE, the Members and the Members’ Representative will enter into a tax receivable agreement (the “Tax Receivable Agreement”), which will provide for, among other things, payment by the Company to the Members of 85% of the U.S. federal, state and local income tax savings realized by the Company as a result of the increases in tax basis and certain other tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of Retained BioTE Units for Class A Common Stock or cash. Second Amended and Restated Certificate of Incorporation of the Company and Amended and Restated Bylaws of the Company In connection with the Closing, the Company will amend and restate (i) subject to receipt of Company Stockholder Approval, its current Certificate of Incorporation by adopting the Second Amended and Restated Certificate of Incorporation of the Company (the “Second A&R Certificate of Incorporation”) and (ii) the current Bylaws of the Company by adopting the Amended and Restated Bylaws of Company (the “A&R Bylaws”), to establish a structure containing Class A Common Stock, which will carry such economic and voting rights as set forth in the Second A&R Certificate of Incorporation and A&R Bylaws, and Class V Voting Stock, which will carry only such voting rights as set forth in the Second A&R Certificate of Incorporation and A&R Bylaws. Second Amended and Restated Operating Agreement of Biote At the Closing, the Combined Company, Biote and the Members will enter into the Biote A&R OA, which will, among other things, permit the issuance and ownership of Biote Units as contemplated to be issued and owned upon the consummation of the Business Combination, designate the Combined Company as the sole manager of Biote, provide for the Exchange Rights, set forth the rights and preferences of the Biote Units, and establish the ownership of the Biote Units by the persons or entities indicated in the Biote A&R OA. Sponsor Letter In connection with the execution of the Business Combination Agreement, certain of the Company’s officers and directors, the Company, the Sponsor, Biote and the Members’ Representative entered into a letter agreement (the “Sponsor Letter”), pursuant to which, among other things, the Sponsor agreed to (i) vote, at any duly called meeting of stockholders of the Company, in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) subject to certain exceptions, not to effect any sale or distribution of any of its shares of Class B common stock or private placement warrants and (iii) waive any and all anti-dilution rights described in the amended and restated certificate of incorporation or otherwise with respect to the shares of Class B common stock held by the Sponsor that may be implicated by the Business Combination such that the Class B Common Stock Conversion will occur as discussed herein. Investor Rights Agreement At the Closing, the Company, the Members, the Sponsor, the Members’ Representative and certain other parties will enter into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, (i) the Registration Rights Agreement, dated as of March 1, 2021, entered into in connection with the Company’s Initial Public Offering will be terminated, (ii) the lock-up period set forth in the Investor Rights Agreement will supersede the lock-up period set forth in the letter agreement, dated March 1, 2021, entered into in connection with the Company’s Initial Public Offering, (iii) the Company will provide certain registration rights for the shares of Class A common stock held by the Members, the Sponsor, and certain other parties, (iv) the Members will agree not to, subject to certain exceptions, transfer, sell, assign or otherwise dispose of the shares of Class A common stock, Class V Voting Stock and the Biote Units held by such Members for six months following the Closing, and the Member Earnout Units until the date such securities have been earned in accordance with the Business Combination Agreement and (v) the Sponsor will agree not to, subject to certain exceptions, transfer, sell, assign or otherwise dispose of its (a) shares of Class A common stock (other than the Sponsor Earnout Shares) for six months following the Closing, (b) Sponsor Earnout Shares until the date such securities have been earned in accordance with the Business Combination Agreement and (c) warrants issued to the Sponsor pursuant to that certain Private Placement Warrants Purchase Agreement, dated March 1, 2021, by and between the Company and the Sponsor, and the underlying shares of Class A common stock, for 30 days following the Closing Date. The Trust Account The proceeds held in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering; and (iii) the redemption of 100 % of the shares of Class A common stock included in the Units being sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds held in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. During the three months ended March 31, 2022, the Company used interest income from the Trust Account in the amount of $63,747 to pay taxes. Indemnity In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business (except for the Company’s independent registered public accountant), execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of March 31, 2022, the Company had $67,898 in cash held outside of the Trust Account and working capital deficit of $2,811,153 (excluding franchise tax payable). The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above and potential Working Capital Loans, as discussed in Note 5. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period, which will end on March 4, 2023, at which time the Company will cease all operations except for the purpose of liquidating, or if the Sponsor will commit to the Working Capital Loans, by which, in February 2022, the Company entered into a promissory note with the Sponsor in the amount of $350,000 (see Note 5). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. In addition, the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in increased cyber-attacks against U.S. companies. Management continues to evaluate the impacts of the COVID-19 pandemic and the ongoing conflict in Ukraine on the Company’s business objectives and has concluded that while it is reasonably possible that these could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Haymaker Acquisition Corp. III (the “Company” or “Haymaker”) is a blank check company incorporated in Delaware on July 6, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the year ended December 31, 2021 and for the period from July 6, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income or gains on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering. In addition, the Company will recognize non-operating income or loss on the change in fair value of warrant liabilities. The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Haymaker Sponsor III, LLC (the “Sponsor”) generating gross proceeds of $8,000,000, which is described in Note 4. On March 3, 2021, the underwriters partially exercised the over-allotment option by purchasing 1,750,000 Units at an offering price of $10.00 per Unit (generating gross proceeds of $17,500,000), which was settled on March 5, 2021. In connection with the exercise of the over-allotment option, on March 5, 2021, the Company sold 233,333 Private Placement Warrants (the “Additional Private Placement Warrants”) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $350,000, this amount was purchased on March 4, 2021, in anticipation of the closing of the over-allotment option. As a result, an additional $17,500,000 (which amount includes $612,500 of the underwriters’ deferred discount) was placed in the Trust Account. As a result of the partial exercise of the over-allotment option to purchase 1,750,000 Units, the Sponsor forfeited 687,500 Founder Shares on March 5, 2021 in order to maintain ownership of 20% of issued and outstanding shares of the Company. The Founder Shares forfeited by the Sponsor were cancelled by the Company. Following the closing of the Initial Public Offering and partial exercise of the over-allotment, an amount of $317,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the Trust Account and is being invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $17,986,366, consisting of $6,350,000 of underwriting fees, $11,112,500 of deferred underwriting fees and $523,866 of other offering costs. In addition, at December 31, 2021 and December 31, 2020, $130,359 and $1,594 of cash was held outside of the Trust Account and is available for working capital purposes, respectively. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Initial Business Combination and the Company does not conduct redemptions in connection with the Initial Business Combination pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive (i) redemption rights with respect to any Founder Shares and Public Shares held in connection with the completion of an initial Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held in connection with a stockholder vote to approve an amendment to an amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or any extended period of time that the Company may have to consummate an initial Business Combination. The Company will have until March 4, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of remaining stockholders and board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to all of the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, all such shares of Class A common stock are recorded at redemption amount and classified as temporary equity since the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480— Distinguishing Liabilities from Equity . Business Combination Agreement On December 13, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with the Sponsor, BioTe Holdings, LLC, a Nevada limited liability company (“Biote”), BioTe Management, LLC, a Nevada limited liability company, Dr. Gary Donovitz, in his individual capacity, and Teresa S. Weber, in her capacity as the members’ representative (in such capacity, the “Members’ Representative”). Upon the closing of the Business Combination (the “Closing”), the Company will change its name to “biote Corp.” The aggregate consideration that will be paid to or retained by the members of Biote (the “Members”) immediately prior to the closing of the Business Combination upon the Closing is approximately $555,000,000, subject to the purchase price adjustments set forth in the Business Combination Agreement. Following the Closing, the Combined Company will be organized in an “UP-C” structure in which substantially all of the assets and business of the Combined Company will be held by Biote and its direct and indirect subsidiaries (together, the “Biote Companies”), and the Company’s only direct assets will consist of Biote Units (as defined below). Prior to the Closing, the Company may issue up to $100,000,000 in shares of Class A common stock in a private placement (an “Equity Financing”), so long as the price per share in such Equity Financing is not less than $10.00. Pursuant to the terms and conditions of the amended and restated certificate of incorporation, in connection with the Closing of the Business Combination, all then-outstanding shares of Class B common stock will be converted into shares of Class A common stock on a one-for-one basis (the “Class B Common Stock Conversion”), subject to adjustment and Class B Common Stock shall not be convertible into Class A Common Stock at a rate of less than one-to-one. Immediately prior to the Closing, Biote will (i) effectuate a recapitalization, pursuant to which all its Class A Units, Class AA Units, Class AAA Units and Class AAAA Units held by the Members will be converted or exchanged (whether by direct exchange, merger or otherwise) into a number of equity interests in Biote designated as “Class A Common Units” (“Biote Units”) in the amounts determined in accordance with Biote’s Second Amended and Restated Operating Agreement (the “Biote A&R OA”), which will be entered into prior to the Closing, the result of which will be that the Members will hold a single class of Biote Units as of immediately prior to the Closing and (ii) convert into a Delaware limited liability company. In connection with the Business Combination, BioTE Medical, LLC (“Biote Medical”), a subsidiary of Biote, has entered into a debt commitment letter with Truist Bank and Truist Securities, Inc. to obtain (i) a $50,000,000 senior secured revolving credit facility in favor of Biote Medical and (ii) a $125,000,000 senior secured term loan A facility in favor of Biote Medical (together, the “Debt Facilities,” and any such financing, together with any alternative financing obtained by the Company, Biote or any Biote subsidiary, the “Debt Financing”). Each holder of phantom equity in any of Biote or its direct or indirect subsidiaries (each, a “Phantom Equity Holder”) has entered into a phantom equity acknowledgement (each, a “Phantom Equity Acknowledgement”) effective as of the Closing, which shall, among other things, confirm the number of shares of Class A common stock to be issued to such Phantom Equity Holder pursuant to the biote Corp. 2022 Equity Incentive Plan (the “Incentive Plan”) in satisfaction of his or her phantom equity rights and the vesting schedule for such shares. Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, at the time of the Closing, (x) in exchange for the Closing Biote Units (as defined below), the Company will transfer cash in an amount equal to (i) the cash in the trust account and any cash held by the Company outside of the trust account, less (ii) the amounts required by the redemptions of Class A common stock by the public stockholders, plus (iii) the aggregate proceeds to be received by the Company pursuant to any Equity Financing, (y) the Biote Companies will receive the aggregate proceeds from the Debt Financing (the aggregate amounts described in (x) and (y), the “Closing Date Cash”) in accordance with and in the priority set forth in the Business Combination Agreement and as described further below, and (z) the Company will issue to Biote a number of shares of its Class V common stock, par value $0.0001 per share (the “Class V Voting Stock”) equal to the number of Retained Biote Units (as defined below), which will entitle the holder thereof to one vote per share but no right to dividends or distributions. Biote will immediately thereafter distribute the Class V Voting Stock to its Members pursuant to the Biote A&R OA. The “Cash Consideration” will be equal to the portion of the aggregate consideration paid or payable to the Gary S. Donovitz 2012 Irrevocable Trust (the “Selling Member”) that is paid in cash, which amount shall in no event exceed $199,000,000. At the Closing and in consideration for the acquisition of Biote Units by the Company, the Company and the Biote Companies will, subject to the Business Combination Agreement and the Trust Agreement (as defined in the Business Combination Agreement), disburse the Closing Date Cash for the following purposes and in the following order of priority: (a) first, payment of unpaid Transaction Expenses (as defined in the Business Combination Agreement), (b) second, payment to Biote (for use by the Biote Companies) in the amount of $75,000,000, (c) third, payment of Cash Consideration to the Selling Member in the amount of $50,000,000, (d) fourth, payment to Biote (for use by the Biote Companies) in the amount of $75,000,000, (e) fifth, payment of Cash Consideration to the Selling Member in the amount of $75,000,000, (f) sixth, payment to Biote and the Selling Member such that Biote and the Selling Member receive 37.8% and 62.2%, respectively, of the remaining Closing Date Cash until Biote and the Selling Member have received aggregate payments pursuant to this clause (f) equal to $45,000,000 and $74,000,000, respectively, and (g) seventh, payment to Biote (for use by the Biote Companies). At the Closing, Biote will issue to the Company a number of Biote Units (the “Closing Biote Units”) equal to the aggregate number of shares of Class A common stock issued and outstanding as of immediately prior to the Closing (after giving effect to any redemptions of Class A common stock, any Equity Financing, the Class B Common Stock Conversion and the forfeiture of up to 793,750 shares of Class B common stock held by the sponsor in the event cash available to the Company at the Closing is less than $206,400,000). The Members will, immediately following the Closing, retain an aggregate number of Biote Units (such Biote Units retained by the Members, the “Retained Biote Units”) equal to the following (without duplication between clauses (y) and (z)): (w) (i) (A) Biote’s equity value (i.e., $555,000,000), minus (B) the aggregate amount of Company Transaction Expenses (as defined in the Business Combination Agreement), minus (C) the Cash Consideration, if any, divided by (ii) $10.00, plus (x) the Member Earnout Units (as defined below), minus (y) a number of Biote Units equal to the number of shares of Class A common stock to be issued to the Phantom Equity Holders pursuant to the Phantom Equity Acknowledgements (or the existing underlying phantom equity documentation with respect to any Phantom Equity Holder who has not entered into a Phantom Equity Acknowledgement as of the Closing), minus (z) a number of Biote Units equal to the quotient of (i) the amount of cash payable to the Phantom Equity Holders pursuant to the Phantom Equity Acknowledgments (or the existing underlying phantom equity documentation with respect to any Phantom Equity Holder who has not entered into a Phantom Equity Acknowledgement as of the Closing), divided by (ii) $10.00. In connection with the Closing, on the date of the Closing (the “Closing Date”) (a) the Members on a pro rata basis will subject (i) 10,000,000 Retained Biote Units held by them (the “Member Earnout Units”) and (ii) 10,000,000 shares of Class V Voting Stock distributed to them by Biote (the “Earnout Voting Shares”), (b) the Sponsor will subject 1,587,500 shares of Class A common stock held by it after giving effect to the Class B Common Stock Conversion (the “Sponsor Earnout Shares”), and (c) the Company will subject a number of Biote Units equal to the number of Sponsor Earnout Shares (the “Sponsor Earnout Units,” and, together with the Sponsor Earnout Shares, the Earnout Voting Shares and the Member Earnout Units, the “Earnout Securities”), to certain restrictions and potential forfeiture pending the achievement (if any) of certain earnout targets pursuant to the terms of the Business Combination Agreement or the occurrence of a Change of Control (as defined in the Business Combination Agreement). The Earnout Securities will have voting rights but no right to dividends or distributions (except for certain tax distributions from Biote in accordance with the Biote A&R OA) until such restrictions and potential forfeiture have lapsed. One third of each of the Member Earnout Units, Earnout Voting Shares, Sponsor Earnout Shares and Sponsor Earnout Units will vest upon the occurrence of each of the following events: (i) the first time, prior to the five-year anniversary of the Closing Date (the “Earnout Deadline”), the volume-weighted average share price of the Class A common stock (the “VWAP”) equals or exceeds $12.50 per share for 20 Trading Days (as defined in the Business Combination Agreement) of any 30 consecutive Trading Day period following the Closing, (ii) the first time, prior to the Earnout Deadline, the VWAP equals or exceeds $15.00 per share for 20 Trading Days of any 30 consecutive Trading Day period following the Closing, and (iii) the first time, prior to the Earnout Deadline, the VWAP equals or exceeds $17.50 per share for 20 Trading Days of any 30 consecutive Trading Day period following the Closing. If a definitive agreement with respect to a Change of Control (as defined in the Business Combination Agreement) is entered into on or prior to the Earnout Deadline, then effective as of immediately prior to closing of such Change of Control, unless previously vested pursuant to clauses (i) through (iii) of the preceding sentence, each of the Member Earnout Units, Earnout Voting Shares, Sponsor Earnout Shares and Sponsor Earnout Units will vest. Assuming that none of the Company’s current stockholders exercise their right to redeem their shares of Class A common stock of the Company and Company Transaction Expenses (as defined in the Business Combination Agreement) equal $11,521,000, as of immediately following the Closing and without giving effect to the outstanding warrants to purchase Class A common stock or issuance of any shares under the Incentive Plan or biote Corp. 2022 Employee Stock Purchase Plan, but including the Earnout Securities, the Combined Company is expected to own, directly or indirectly, approximately 49.9% of the Biote Units and will control Biote as the sole manager of Biote in accordance with the terms of the Biote A&R OA and all remaining Biote Units will be owned by the Members. The Members are expected to hold a controlling interest in the Company after the Closing and will therefore have the ability to control Biote. Beginning on the six month anniversary of the Closing, each Retained Biote Unit held by the Members may be redeemed, together with one share of Class V Voting Stock and subject to certain conditions, in exchange for either one share of Class A common stock or in certain circumstances, at the election of the Company in its capacity as the sole manager of Biote, the cash equivalent of the market value of one share of Class A common stock, pursuant to the terms and conditions of the Biote A&R OA (such exchange rights, as further described in the Biote A&R OA, the “Exchange Rights”). Consummation of the Business Combination is subject to customary mutual conditions and covenants of the respective parties, including the receipt of the requisite approval of the Company’s stockholders. The Business Combination Agreement may be terminated at any time prior to the consummation of the Business Combination by mutual written consent of the Company and Biote and in certain other limited circumstances, including if the consummation of the Business Combination has not occurred on or before June 13, 2022, which is prior to the Company’s initial Business Combination deadline of March 4, 2023. The Business Combination Agreement contains usual and customary representations and warranties for transactions of this nature by the parties thereto. The Business Combination Agreement has been approved by the Company’s board of directors, and the board has recommended that the Company’s stockholders adopt the Business Combination Agreement and approve the Business Combination. On February 11, 2022, the Company filed a preliminary proxy statement with the SEC setting forth all of the above information and inviting the Company’s stockholders to attend the special meeting in lieu of the 2022 annual meeting of the stockholders to approve, among other things, the Business Combination Agreement and the Business Combination. Other Agreements - Business Combination The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following: Tax Receivable Agreement Simultaneously with the Closing, the Company, BioTE, the Members and the Members’ Representative will enter into a tax receivable agreement (the “Tax Receivable Agreement”), which will provide for, among other things, payment by the Company to the Members of 85% of the U.S. federal, state and local income tax savings realized by the Company as a result of the increases in tax basis and certain other tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of Retained BioTE Units for Class A Common Stock or cash. Second Amended and Restated Certificate of Incorporation of the Company and Amended and Restated Bylaws of the Company In connection with the Closing, the Company will amend and restate (i) subject to receipt of Company Stockholder Approval, its current Certificate of Incorporation by adopting the Second Amended and Restated Certificate of Incorporation of the Company (the “Second A&R Certificate of Incorporation”) and (ii) the current Bylaws of the Company by adopting the Amended and Restated Bylaws of Company (the “A&R Bylaws”), to establish a structure containing Class A Common Stock, which will carry such economic and voting rights as set forth in the Second A&R Certificate of Incorporation and A&R Bylaws, and Class V Voting Stock, which will carry only such voting rights as set forth in the Second A&R Certificate of Incorporation and A&R Bylaws. Second Amended and Restated Operating Agreement of Biote At the Closing, the Combined Company, Biote and the Members will enter into the Biote A&R OA, which will, among other things, permit the issuance and ownership of Biote Units as contemplated to be issued and owned upon the consummation of the Business Combination, designate the Combined Company as the sole manager of Biote, provide for the Exchange Rights, set forth the rights and preferences of the Biote Units, and establish the ownership of the Biote Units by the persons or entities indicated in the Biote A&R OA. Sponsor Letter In connection with the execution of the Business Combination Agreement, certain of the Company’s officers and directors, the Company, the Sponsor, Biote and the Members’ Representative entered into a letter agreement (the “Sponsor Letter”), pursuant to which, among other things, the Sponsor agreed to (i) vote, at any duly called meeting of stockholders of the Company, in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) subject to certain exceptions, not to effect any sale or distribution of any of its shares of Class B common stock or private placement warrants and (iii) waive any and all anti-dilution rights described in the amended and restated certificate of incorporation or otherwise with respect to the shares of Class B common stock held by the Sponsor that may be implicated by the Business Combination such that the Class B Common Stock Conversion will occur as discussed herein. Investor Rights Agreement At the Closing, the Company, the Members, the Sponsor, the Members’ Representative and certain other parties will enter into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, (i) the Registration Rights Agreement, dated as of March 1, 2021, entered into in connection with the Company’s initial public offering will be terminated, (ii) the lock-up period set forth in the Investor Rights Agreement will supersede the lock-up period set forth in the letter agreement, dated March 1, 2021, entered into in connection with the Company’s initial public offering, (iii) the Company will provide certain registration rights for the shares of Class A common stock held by the Members, the Sponsor, and certain other parties, (iv) the Members will agree not to, subject to certain exceptions, transfer, sell, assign or otherwise dispose of the shares of Class A common stock, Class V Voting Stock and the Biote Units held by such Members for six months following the Closing, and the Member Earnout Units until the date such securities have been earned in accordance with the Business Combination Agreement and (v) the Sponsor will agree not to, subject to certain exceptions, transfer, sell, assign or otherwise dispose of its (a) shares of Class A common stock (other than the Sponsor Earnout Shares) for six months following the Closing, (b) Sponsor Earnout Shares until the date such securities have been earned in accordance with the Business Combination Agreement and (c) warrants issued to the Sponsor pursuant to that certain Private Placement Warrants Purchase Agreement, dated March 1, 2021, by and between the Company and the Sponsor, and the underlying shares of Class A common stock, for 30 days following the Closing Date. The Trust Account The proceeds held in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if it does not complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the shares of Class A common stock included in the Units being sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds held in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. As of December 31, 2021, the Company has not used any interest earned from the Trust Account to pay taxes. Indemnity In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business (except for the Company’s independent registered public accountant), execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of December 31, 2021, the Company had $130,359 in cash held outside of the Trust Account and a working capital deficit of $1,820,560. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above and potential Working Capital Loans, as discussed in Note 5. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period, which will end on March 4, 2023, at which time the Company will cease all operations except for the purpose of liquidating, or if the Sponsor will commit to the Working Capital Loans, by which, in February 2022, the Company entered into a promissory note with the Sponsor in the amount of $350,000 (see Note 11). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Warrants

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Haymaker III [Member]

Warrants

NOTE 7. WARRANTS

Redeemable Warrants

Each whole Redeemable Warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. Each whole Redeemable Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants were issued upon separation of the units and only whole warrants were traded, requiring a purchase of at least four units to receive or trade a whole warrant. The warrants will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

If the shares issuable upon exercise of the warrants are not registered under the Securities Act within 60 business days following the Initial Business Combination, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. In the event that the conditions in the immediately preceding sentence are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, the Company will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to cause the same to become effective within 60 business days following its Initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may call the warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption (the

“30-day

redemption period”) to each warrant holder;

•

if, and only if, the closing price of shares of our Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders; and

•

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a

30-trading

day period ending three business days before the Company sends the notice of redemption to the warrant holders.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Initial Business Combination is consummated (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Private Placement Warrants

The Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price of $1.50 per whole warrant in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Subsequently, the Sponsor purchased an additional 233,333 Private Placement Warrants for an aggregate purchase price of $350,000 in conjunction with the partial exercise of the underwriters’ overallotment option. Each whole Private Placement Warrant is exercisable for one share of the Company’s Class A common stock at a price of $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering and held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be

non-redeemable

and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until

days after the completion of the Initial Business Combination and they will not be redeemable so long as they are held by the Company’s Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Redeemable Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Redeemable Warrants.

If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that the Company has agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, or its permitted transferees is because it is not known at this time whether they will be affiliated with us following the Initial Business Combination. If they remain affiliated with the Company, their ability to sell the Company’s securities in the open market will be significantly limited. The Company expects to have policies in place that prohibit insiders from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material

non-public

information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, the Company believes that allowing the holders to exercise such warrants on a cashless basis is appropriate.

The Company’s Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date the Company completes its Initial Business Combination.

At March 31, 2022 and December 31, 2021, there were 7,937,500 Public Warrants and 5,566,666 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement

Warrants in accordance with the guidance contained in ASC

815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value.

The warrant liabilities are subject to

re-measurement

at each balance sheet date. With each such

re-measurement,

the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statements of operations. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. No such events requiring a change in reclassification of the warrants have occurred through March 31, 2022.

NOTE 7. WARRANTS

Redeemable Warrants

Once the warrants become exercisable, the Company may call the warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption (the

“30-day

redemption period”) to each warrant holder;

•

if, and only if, the closing price of shares of our Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30-trading day period ending on the third tradingÝay prior to the date on which we send the notice of redemption to the warrant holders; and

•

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a

30-trading

day period ending three business days before the Company sends the notice of redemption to the warrant holders.

Private Placement Warrants

non-redeemable

and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the Initial Business Combination and they will not be redeemable so long as they are held by the Company’s Sponsor

or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Redeemable Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Redeemable Warrants.

non-public

At December 31, 2021, there were 7,937,500 Public Warrants and 5,566,666 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC

815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

At December 31, 2020, there were no Public Warrants or Private Placement Warrants outstanding.

The warrant liabilities are subject to

re-measurement

at each balance sheet date. With each such

re-measurement,

Summary of Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Schedule of Basic And Diluted Net Income

The following table sets forth the computation of net income (loss) per common unit:


	For the three months ended March 31,
	2022			2021
Net income per unit
Numerator
Net Income	$	9,350		$	8,841
Income allocated to participating securities		—			—

Numerator for basic net income per unit		9,350			8,841

Effect of dilutive securities on allocated net income to common units
Class A, AA, and AAA		—			—

Numerator for diluted net income per unit		9,350			8,841

Denominator (Weighted average units outstanding)
Class A, AA, and AAA		979,800			979,800
Effect of dilutive securities on weighted average units outstanding
Class A, AA, and AAA		—			—

Denominator for diluted net income per weighted average common units		979,800			979,800

Net income per common unit
Class A, Class AA, and Class AAA
Basic and diluted	$	9.54		$	9.02
Basic and diluted weighted average common units outstanding		979,800			979,800
Percentage allocated to common members		100.0	%		100.0	%

The following table sets forth the computation of net income (loss) per common unit:


	Year ended December 31,
	2021			2020			2019
Net income (loss) per unit
Numerator
Net Income (loss)	$	32,619		$	29,162		$	21,287
Income allocated to participating securities		—			—			—

Numerator for basic net income (loss) per unit		32,619			29,162			21,287

Effect of dilutive securities on allocated net income to common units
Class A, AA, and AAA		—			—			—

Numerator for diluted net income (loss) per unit		32,619			29,162			21,287

Denominator (Weighted average units outstanding)
Class A, AA, and AAA		979,800			979,800			979,800
Effect of dilutive securities on weighted average units outstanding
Class A, AA, and AAA		—			—			—

Denominator for diluted net income (loss) per weighted average common units		979,800			979,800			979,800

Net income (loss) per common unit
Class A, Class AA, and Class AAA
Basic and diluted	$	33.29		$	29.76		$	21.73
Basic and diluted weighted average common units outstanding		979,800			979,800			979,800
Percentage allocated to common members		100.0	%		100.0	%		100.0	%

Summary of Rollforward of the Allowance for Doubtful Accounts

A rollforward of the allowance for doubtful accounts is as follows (in thousands):


As of December 31, 2018	$	—
Provisions charged to operating results		(293	)
Account write-off and recoveries		(163	)

As of December 31, 2019	$	(456	)
Provisions charged to operating results		(776	)
Account write-off and recoveries		75

As of December 31, 2020	$	(1,157	)
Provisions charged to operating results		(240	)
Account write-off and recoveries		(9	)

As of December 31, 2021	$	(1,406	)

Summary of Company's Total Other Current Assets

As of December 31, 2021 and 2020, the Company’s total other current assets consist of the

following (in thousands):


	2021		2020
Prepaid expenses	$	847	$	1,570
Advances		685		—
Capitalized transaction costs		3,941		—

Total other current assets	$	5,473	$	1,570

Summary of Estimated Useful Lives of Property and Equipment

The estimated useful lives of property and equipment are as follows:


		Estimated useful life (in years)
Trocars		5
Leasehold improvements		Shorter of lease term or useful life of the improvement
Office equipment		5
Computer software (purchased)		3-5
Furniture and fixtures		5-7
Computer equipment		3-5

Summary of Members' Equity Units were Issued and Outstanding:

As of December 31, 2021, 2020, and 2019 the following members’ equity units were issued and outstanding:


	December 31,
	2021				2020				2019
Units	Issued		Outstanding		Issued		Outstanding		Issued		Outstanding
Class A (Voting)		16,721		16,721		16,721		16,721		16,721		16,721
Class AA (Non-Voting)		903,079		903,079		903,079		903,079		903,079		903,079
Class AAA (Non-Voting)		60,000		60,000		60,000		60,000		60,000		60,000
Class AAAA (Non-Voting Incentive Units)		33,397		3,000		33,396		3,000		33,396		3,000

Total		1,013,197		982,800		1,013,196		982,800		1,013,196		982,800

Summary of Company's Consolidated Balance Sheet as of January 1, 2019 as a Result of the Adoption of the New Standard

The effects of the changes, including those discussed above, made to the Company’s consolidated balance sheet as of January 1, 2019 as a result of the adoption of the new standard were as follows (in thousands):


	Balance at December 31, 2018		Change due to adoption of ASC 842			Adjusted Balance at January 1, 2019
Assets
Operating lease right-of-use assets	$	—	$	1,009		$	1,009

Total increase to assets			$	1,009

Liabilities and Members’ Deficit
Accrued expenses	$	1,323	$	(57	)	$	1,266
Operating lease liabilities, current		—		222			222
Operating lease liabilities, long-term		—		844			844

Total increase to liabilities and members’ deficit			$	1,009

Haymaker III [Member]

Schedule of Basic And Diluted Net Income

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share amounts):


	Three Months Ended March 31
	2022				2021
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per share
Numerator:
Net income (loss)	$	939,586	$	234,896	$	(2,187,957	)	$	(1,755,417	)

Denominator:
Basic and diluted weighted average shares outstanding		31,750,000		7,937,500		9,505,556			7,626,389
Basic and diluted net income (loss) per share	$	0.03	$	0.03	$	(0.23	)	$	(0.23	)

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	For the Year ended December 31, 2021					For the Period from July 6, 2020 (inception) Through December 31, 2020
	Class A			Class B		Class A		Class B
Numerator:
Net income - Basic	$	8,553,085		$	2,559,825		—	$	—
Effect of dilutive securities:
Class B common stock subject to forfeiture		(49,156	)		49,156		—		—

Net income - Diluted	$	8,503,929		$	2,608,981		—	$	—


	For the Year ended December 31, 2021				For the Period from July 6, 2020 (inception) Through December 31, 2020
	Class A		Class B		Class A		Class B

Denominator:
Weighted average shares outstanding - Basic		26,265,068		7,860,788		—		7,500,000
Effect of dilutive securities:
Class B common stock subject to forfeiture		—		197,260		—		—

Weighted average shares outstanding - Diluted		26,265,068		8,058,048		—		7,500,000

Basic net income per share	$	0.33	$	0.33		—	$	0.00
Diluted net income per share	$	0.32	$	0.32		—	$	0.00

Summary of Class A Ordinary Shares Reflected in the Condensed Balance Sheets are Reconciled

As of March 31, 2022 and December 31 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds from the Initial Public Offering	$	317,500,000
Less:
Proceeds allocated to Public Warrants		(16,748,125	)
Issuance costs allocated to Class A common stock		(17,019,720	)
Plus:
Accretion of carrying value to redemption value		33,767,845

Class A common stock subject to possible redemption	$	317,500,000

As of December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table:


Gross proceeds from the Initial Public Offering	$	317,500,000
Less:
Proceeds allocated to Public Warrants		(16,748,125	)
Issuance costs allocated to Class A common stock		(17,019,720	)
Plus:
Remeasurement of carrying value to redemption value		33,767,845

Class A common stock subject to possible redemption—December 31, 2021	$	317,500,000

Capitalized Software, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Capitalized Computer Software, Net [Abstract]

Schedule In Capitalized Computer Software Net

Capitalized software, net consist of the following:


	March 31, 2022			December 31, 2021
Website costs	$	3,747		$	3,571
Development in Process		2,610			2,294
Less: accumulated amortization		(1,544	)		(1,311	)

	$	4,813		$	4,554

Capitalized software, net consist of the following (in thousands):


	2021			2020
Website costs	$	3,571		$	2,522
Development in process		2,294			703
Less: accumulated amortization		(1,311	)		(625	)

	$	4,554		$	2,600

Leases (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Lessee Disclosure [Abstract]

Summary of Lease, Cost

The following table contains a summary of the lease costs recognized under ASC 842 and supplemental cash flow information for leases for the three months ended March 31, 2022 and 2021:


Operating Lease	The three months ended March 31,
	2022		2021
Fixed lease expense	$	61	$	61

Total lease cost		61		61

Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	64	$	64

The following table contains a summary of the lease costs recognized under ASC 842 and supplemental cash flow information for leases for the years ended December 31, 2021, 2020, and 2019 (in thousands):


Operating Leases	The year ended December 31,
	2021		2020		2019
Fixed lease expense	$	244	$	244		244

Total lease cost		244		244	$	244

Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	257	$	257	$	257

Summary Of Balance Sheet Classification Of Operating Leases

The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of

right-of-use

assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company’s operating leases (lease term and discount rate amounts are not in thousands):


Lease	March 31,			December 31
	2022			2021
Assets
Operating lease right-of-use assets	$	298		$	356

Total lease assets	$	298		$	356

Liabilities
Current
Operating lease liabilities	$	250		$	248
Noncurrent
Operating lease liabilities		64			127

Total lease liabilities	$	314		$	375

Weighted-average remaining lease term — operating leases (years)		1.25			1.50
Weighted-average discount rate — operating leases		3.75	%		3.75	%

The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of

right-of-use

assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company’s operating leases (asset and liability amounts are in thousands):


Leases	December 31
	2021			2020
Assets
Operating lease right-of-use assets	$	356		$	582

Total lease assets	$	356		$	582

Liabilities
Current
Operating lease liabilities	$	248		$	239
Noncurrent
Operating lease liabilities		127			375

Total lease liabilities	$	375		$	614

Weighted-average remaining lease term—operating leases (years)		1.50			2.50
Weighted-average discount rate—operating leases		3.75	%		3.75	%

Summary Of Lessee, Operating Lease, Liability, Maturity

The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to our total lease obligation:


Maturity of Lease Liabilities	The three months ended March 31, 2022
	Operating Lease
2022 (remaining nine months)	$	193
2023		128
2024		—
2025		—
Thereafter		—

Total lease payments		321

Less: interest		(7	)
Present value of lease liabilities	$	314

The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to our total lease obligation (in thousands):


Maturity of Lease Liabilities	The year ended December 31, 2021
	Operating Leases
2022	$	257
2023		128
2024		—
2025		—
Thereafter		—

Total lease payments		385
Less: interest		(10	)

Present value of lease liabilities	$	375

Stockholders' Equity (Deficit)	3 Months Ended	12 Months Ended
Stockholders' Equity (Deficit)	Mar. 31, 2022	Dec. 31, 2021
Haymaker III [Member]
Stockholders' Equity (Deficit)	NOTE 8. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue up to 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share. Holders of the Class A common stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there were 31,750,000 shares of Class A common stock issued or outstanding, including 31,750,000 shares of Class A common stock subject to possible redemption. Class B common stock — The Company is authorized to issue up to 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021 there were 7,937,500 shares of Class B common stock issued and outstanding. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. Prior to an initial Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of an initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with an initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.	NOTE 9. STOCKHOLDERS’ EQUITY Preferred stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. As of December 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue up to 200,000,000 shares of Class A common stock, with a par value of $0.0001 per share. Holders of the Class A common stock are entitled to one vote for each share. As of December 31, 2021 and December 31, 2020, there were 31,750,000 and 0 shares of Class A common stock issued or outstanding, including 31,750,000 and 0 shares of Class A common stock subject to possible redemption, respectively. Class B common stock — The Company is authorized to issue up to 20,000,000 shares of Class B common stock, with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. As of December 31, 2021 and December 31, 2020, there were 7,937,500 and 8,625,000 shares of Class B common stock issued and outstanding, respectively. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. Prior to an initial Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of an initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with an initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Unit-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class AAAA Incentive Units
Unit based payment arrangement, Number of Units	33,397	33,397	33,396
Share based compensation arrangement by share based payment award, Equity instruments other than options, Vested in period	3,000	3,000	3,000
Share based payment arrangement, Expense	$ 0	$ 0
Phantom Equity Rights
Share based payment arrangement, Expense	$ 0	$ 0
Phantom Equity Rights \| Share Based Payment Arrangement Existing Employee [Member]
Share based compensation arrangement by share based payment award, Award vesting terms	quarterly	quarterly
Phantom Equity Rights \| Share Based Payment Arrangement Existing Employee [Member] \| Maximum [Member]
Share based compensation arrangement by share based payment award, Award vesting period		2 years
Phantom Equity Rights \| Share Based Payment Arrangement Existing Employee [Member] \| Minimum [Member]
Share based compensation arrangement by share based payment award, Award vesting period		1 year

Leases - Summary of Lease, Cost (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Lessee Disclosure [Abstract]
Fixed lease expense	$ 61	$ 61	$ 244	$ 244	$ 244
Total lease cost	61	61	244	244	244
Other information:
Cash paid for amounts included in the measurement of lease liabilities	$ 64	$ 64	$ 257	$ 257	$ 257

Earnings Per Common Unit

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Earnings Per Common Unit

11.	EARNINGS PER COMMON UNIT

The computation of basic and diluted earnings per common unit (“EPU”) is based on net income divided by the basic weighted average number of common units and diluted weighted average number of common units, respectively. The following table sets forth the computation of net income (loss) per common unit:


	For the three months ended March 31,
	2022			2021
Net income per unit
Numerator
Net Income	$	9,350		$	8,841
Income allocated to participating securities		—			—

Numerator for basic net income per unit		9,350			8,841

Effect of dilutive securities on allocated net income to common units
Class A, AA, and AAA		—			—

Numerator for diluted net income per unit		9,350			8,841

Denominator (Weighted average units outstanding)
Class A, AA, and AAA		979,800			979,800
Effect of dilutive securities on weighted average units outstanding
Class A, AA, and AAA		—			—

Denominator for diluted net income per weighted average common units		979,800			979,800

Net income per common unit
Class A, Class AA, and Class AAA
Basic and diluted	$	9.54		$	9.02
Basic and diluted weighted average common units outstanding		979,800			979,800
Percentage allocated to common members		100.0	%		100.0	%

The Company does not have any potentially dilutive common units outstanding during the period.

11. EARNINGS PER COMMON UNIT

The computation of basic and diluted earnings per common unit is based on net income divided by the basic weighted average number of common units and diluted weighted average number of common units, respectively. The following table sets forth the computation of net income (loss) per common unit:


	Year ended December 31,
	2021			2020			2019
Net income (loss) per unit
Numerator
Net Income (loss)	$	32,619		$	29,162		$	21,287
Income allocated to participating securities		—			—			—

Numerator for basic net income (loss) per unit		32,619			29,162			21,287

Effect of dilutive securities on allocated net income to common units
Class A, AA, and AAA		—			—			—

Numerator for diluted net income (loss) per unit		32,619			29,162			21,287

Denominator (Weighted average units outstanding)
Class A, AA, and AAA		979,800			979,800			979,800
Effect of dilutive securities on weighted average units outstanding
Class A, AA, and AAA		—			—			—

Denominator for diluted net income (loss) per weighted average common units		979,800			979,800			979,800

Net income (loss) per common unit
Class A, Class AA, and Class AAA
Basic and diluted	$	33.29		$	29.76		$	21.73
Basic and diluted weighted average common units outstanding		979,800			979,800			979,800
Percentage allocated to common members		100.0	%		100.0	%		100.0	%

The Company did not have any potentially dilutive common units outstanding during the period.

Description of Organization and Business Operations And Liquidity - Additional Information (Detail) - USD ($)						3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 04, 2023	Mar. 31, 2022	Dec. 13, 2021	Mar. 05, 2021	Mar. 04, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Feb. 28, 2022
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period shares						31,750,000
Stock issuance costs						$ 17,986,366
Payments for underwriting expense						6,350,000
Deferred underwriting fees		$ 11,112,500				11,112,500
Other offering costs						523,866
Cash		$ 27,704,000				$ 27,704,000			$ 26,766,000
Line of Credit Facility, Maximum Borrowing Capacity									$ 10,000,000
Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Entity incorporation date						Jul. 06, 2020			Jul. 06, 2020
Stock issued during period shares									31,750,000
Proceeds from issuance of IPO						$ 0	$ 311,150,000	$ 0	$ 311,150,000
Payments to acquire restricted investments						$ 317,500,000			$ 317,500,000
Share price		$ 10				$ 10			$ 10
Restricted investments term						185 days			185 days
Stock issuance costs									$ 17,986,366
Payments for underwriting expense						$ 6,350,000			6,350,000
Deferred underwriting fees									11,112,500
Other offering costs									523,866
Cash		$ 67,898				$ 67,898		$ 1,594	$ 130,359
Percentage of public shares to be redeemed on non completion of business combination		100.00%				100.00%			100.00%
Lock in period for redemption of public shares after closing of IPO						24 months			24 months
Working capital (deficit)									$ 1,820,560
Working capital		$ 2,811,153				$ 2,811,153
Realized gain on investments held in Trust Account						63,747
Senior Secured Revolving Credit Facility [Member] \| Debt Commitment Letter [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		50,000,000	$ 50,000,000			50,000,000
Senior Secured Term Loan A Facility [Member] \| Debt Commitment Letter [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Debt face amount		125,000,000				$ 125,000,000			$ 125,000,000
Business Combination [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share price			$ 10						$ 10
Business combination transaction expenses		$ 9,887,000	$ 11,521,000
Percentage of interest own directly or indirectly		49.80%	49.90%			49.80%
Business Combination [Member] \| Share Price Equals Or Exceeds Twelve Point Five Per Share [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share price		$ 12.5				$ 12.5			$ 12.5
Common Stock Transfers Threshold Trading Days						20 days			20 days
Number of consecutive trading days for determining the share price.						30 days			30 days
Business Combination [Member] \| Share Price Equals Or Exceeds Fifteen Per Share [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share price		$ 15				$ 15			$ 15
Common Stock Transfers Threshold Trading Days						20 days			20 days
Number of consecutive trading days for determining the share price.						30 days			30 days
Business Combination [Member] \| Share Price Equals Or Exceeds Seventeen Point Five Per Share [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share price			$ 17.5
Common Stock Transfers Threshold Trading Days			20 days
Number of consecutive trading days for determining the share price.			30 days
Business Combination [Member] \| Business Combination Agreement [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business combination consideration transferred						$ 555,000,000			$ 555,000,000
Biote [Member] \| Priority One [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business combination, consideration in cash			$ 75,000,000
Biote [Member] \| Priority Three [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business combination, consideration in cash			$ 75,000,000
Biote [Member] \| Priority Four [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired			37.80%
Biote [Member] \| Priority Five [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business combination, consideration in cash			$ 45,000,000
Selling [Member] \| Priority Two [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business combination, consideration in cash			50,000,000
Selling [Member] \| Priority Four [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business combination, consideration in cash			$ 75,000,000
Business Acquisition, Percentage of Voting Interests Acquired			62.20%
Selling [Member] \| Priority Six [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business combination, consideration in cash			$ 74,000,000
Other Business Combination [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share price									$ 10
Percentage of fair market value of target business to asset held in trust account									100.00%
Percentage of public shares to be redeemed on non completion of business combination									100.00%
Income tax percentage of federal state and local income tax savings			85.00%			85.00%
US Treasury and Government [Member] \| Other Business Combination [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Restricted investments term			180 days			180 days
Forecast [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Dissolution expense	$ 100,000
Minimum [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of fair market value of target business to asset held in trust account		80.00%				80.00%			80.00%
Net tangible assets required for consummation of business combination		$ 5,000,001				$ 5,000,001			$ 5,000,001
Minimum cash for forfeiture of shares			$ 206,400,000
Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares subject to forfeiture						1,125,000
Sponsor [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares subject to forfeiture									1,125,000
Percentage of shares held to total shares outstanding				20.00%
Number of shares forfeited during the period			793,750
Sponsor [Member] \| Promissory Note [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Debt face amount										$ 350,000
Sponsor [Member] \| Sponsor Working Capital Loan [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Debt face amount										350,000
Hyac Sponsor [Member] \| Sponsor Working Capital Loan [Member] \| Haymaker III [Member] \| Subsequent Event [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Debt face amount										$ 350,000
Private Placement Warrants [Member] \| Sponsor [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from issuance of warrants					$ 8,000,000
Class of warrant or right, issued during the period					5,333,333
Class of warrant or right, issue price					$ 1.5				$ 1.5
Class A Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from issuance of IPO						$ 317,500,000
Class A Common Stock [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from issuance of IPO									$ 317,500,000
Common stock, conversion basis						one vote			one vote
Class A Common Stock [Member] \| Business Combination [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share price		$ 10				$ 10			$ 10
Class A Common Stock [Member] \| Other Business Combination [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common Stock Transfers Threshold Trading Days			30 days
Common Class B [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, conversion basis						one vote			one vote
Class B Common Stock Conversion [Member] \| Amended And Restated Certificate Of Incorporation [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, conversion basis						one-for-one basis			one-for-one basis
Common Class V [Member] \| Business Combination [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business Acquisition, Share Price		0.0001	$ 0.0001			$ 0.0001
Business combination, consideration in cash			$ 199,000,000			$ 199,000,000
Business combination transaction expenses			555,000,000
Business combination, consideration through equity value			$ 555,000,000
Member Earn Out Units [Member] \| Business Combination [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares			10,000,000
Earnout Voting Shares [Member] \| Business Combination [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business combination, consideration through equity value			$ 10,000,000
Sponsor Earn Out Shares [Member] \| Business Combination [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares			1,587,500
IPO [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from issuance of IPO						$ 317,500,000			$ 317,500,000
IPO [Member] \| Class A Common Stock [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period shares					30,000,000
Shares issued price per share					$ 10
Proceeds from issuance of IPO					$ 300,000,000
Over-Allotment Option [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period shares					233,333
Payments to acquire restricted investments				$ 17,500,000
Deferred underwriting discount				612,500
Over-Allotment Option [Member] \| Private Placement Warrants [Member] \| Sponsor [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from issuance of warrants				$ 350,000	$ 8,000,000
Class of warrant or right, issued during the period				233,333
Class of warrant or right, issue price				$ 1.5
Over-Allotment Option [Member] \| Class A Common Stock [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period shares				1,750,000
Shares issued price per share				$ 10
Proceeds from issuance of IPO				$ 17,500,000
Over-Allotment Option [Member] \| Common Class B [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares subject to forfeiture				687,500
Private Placement [Member] \| Class A Common Stock [Member] \| Haymaker III [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock number of shares issue						100,000,000			100,000,000
Sale of stock price per share		$ 10				$ 10			$ 10

Fair value measurements (Tables) - Haymaker III [Member]

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Summary financial assets measured at fair value on a recurring basis

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Amount at Fair Value		Level 1		Level 2		Level 3
March 31, 2022
Assets
Investments held in Trust Account:
Money Market investments	$	317,582,318	$	317,582,318	$	—	$	—
Liabilities
Warrant liability – Public Warrants	$	4,365,625	$	4,365,625	$	—	$	—
Warrant liability – Private Placement Warrants	$	3,061,666	$	—	$	—	$	3,061,666
Convertible promissory note - related party	$	72,800	$	—	$	—	$	72,800
December 31, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	317,581,791	$	317,581,791	$	—	$	—
Liabilities
Warrant liability – Public Warrants	$	5,715,000	$	5,715,000	$	—	$	—
Warrant liability – Private Placement Warrants	$	4,063,666	$	—	$	—	$	4,063,666

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Amount at Fair Value		Level 1		Level 2		Level 3
December 31, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	317,581,791	$	317,581,791	$	—	$	—
Liabilities
Warrant liability – Public Warrants	$	5,715,000	$	5,715,000	$	—	$	—
Warrant liability – Private Placement Warrants	$	4,063,666	$	—	$	—	$	4,063,666

Summary of the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants

The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants:


	At March 4, 2021 (Initial Measurement)
Stock Price on Valuation Date	$	10.00
Strike price (Exercise Price per Share)	$	11.50
Probability of completing a Business Combination		85.0	%
Term (in years)		6.6
Volatility		4% pre-merger / 34% post-merger
Risk-free rate		1.1	%
Fair value of warrants	$	2.11

The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants:


	As of March 4, 2021 (Initial Measurement)			As of December 31, 2021
Stock price	$	10.00		$	9.80
Strike price	$	11.50		$	11.50
Probability of completing a Business Combination		85.0	%		N/A	*
Dividend yield		—	%		—	%
Term (in years)		6.6			5.8
Volatility		27.4	%		11.3	%
Risk-free rate		1.1	%		1.3	%
Fair value of warrants	$	2.13		$	0.73

*	The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants.

Summary of changes in the fair value of warrant liabilities

The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value:


Fair value as of December 31, 2020	$	—
Initial measurement of Public Warrants and Private Placement Warrants as of March 4, 2021		27,185,000
Additional warrants issued in over-allotment		1,420,125
Transfer of Public Warrants to Level 1 measurement		(16,748,125	)
Change in valuation inputs or other assumptions		(7,793,334	)

Fair value as of December 31, 2021		4,063,666
Initial measurement of draw on convertible promissory note - related party on February 4, 2022		29,600
Initial measurement of draw on convertible promissory note - related party on February 9, 2022		27,600
Initial measurement of draw on convertible promissory note - related party on February 14, 2022		14,800
Change in valuation inputs or other assumptions		(1,001,200	)

Fair value as of March 31, 2022	$	3,134,466

The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value:


Fair value as of December 31, 2020	$	—
Initial measurement of Public Warrants and Private Placement Warrants as of March 4, 2021		27,185,000
Additional warrants issued in over-allotment		1,420,125
Transfer of Public Warrants to Level 1 measurement		(16,748,125	)
Change in valuation inputs or other assumptions		(7,793,334	)

Fair value as of December 31, 2021	$	4,063,666

Convertible Promissory Note [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Summary of the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants

The convertible promissory note - related party was valued using a Black-Scholes method, which is considered to be a Level 3 fair value measurement. The estimated fair value of each draw of the convertible promissory note - related party was based on the following significant inputs:


	As of March 31, 2022			As of February 14, 2022 (Initial Measurement)			As of February 9, 2022 (Initial Measurement)			As of February 4, 2022 (Initial Measurement)

Warrant price	$	0.55		$	0.36		$	0.44		$	0.47
Conversion price	$	1.50		$	1.50		$	1.50		$	1.50
Expected term		0.3			0.4			0.4			0.4
Warrant volatility		123.0	%		91.0	%		89.0	%		89.0	%
Risk free rate		0.5	%		0.6	%		0.4	%		0.4	%
Discount rate		9.9	%		9.8	%		9.9	%		9.9	%
Probability of completing initial Business Combination		35	%		35	%		35	%		35	%
Fair value convertible promissory note - related party	$	72,800		$	14,800		$	27,600		$	29,600

Public Warrants

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Summary of the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants

The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants:


	At March 4, 2021 (Initial Measurement)
Stock Price on Valuation Date	$	10.00
Strike price (Exercise Price per Share)	$	11.50
Probability of completing a Business Combination		85.0	%
Term (in years)		6.6
Volatility		4% pre-merger/ 34% post-merger
Risk-free rate		1.1	%
Fair value per warrant	$	2.11

The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants:


	As of March 31, 2022			As of December 31, 2021

Stock price	$	9.88		$	9.80
Strike price	$	11.50		$	11.50
Probability of completing a Business Combination		N/A	*		N/A	*
Dividend yield		—	%		—	%
Term (in years)		5.3			5.8
Volatility		7.3	%		11.3	%
Risk-free rate		2.4	%		1.3	%
Fair value per warrant	$	0.55		$	0.73

*	The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants.

Revenue Recognition - Summary of Consideration allocated to performance obligations (Detail) - USD ($) $ in Thousands	May 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure In Tabular Form Of Consideration Allocated To Performance Obligations [Line Items]
Total Deferred Revenue - Current	$ 1,780	$ 1,780	$ 1,705	$ 2,044	$ 2,584
Total Deferred Revenue - Long-term	872	$ 872	802	836	1,173
Pellet procedures [Member]
Disclosure In Tabular Form Of Consideration Allocated To Performance Obligations [Line Items]
Revenue, Remaining Performance Obligation, Amount	1,052		1,047	1,409	2,038
Pellet procedures [Member] \| Product revenue [Member] \| Within One Year [Member]
Disclosure In Tabular Form Of Consideration Allocated To Performance Obligations [Line Items]
Revenue, Remaining Performance Obligation, Amount	780		789	1,125	1,601
Pellet procedures [Member] \| Product revenue [Member] \| Later Than One Year [Member]
Disclosure In Tabular Form Of Consideration Allocated To Performance Obligations [Line Items]
Revenue, Remaining Performance Obligation, Amount	272		258	284	436
Training [Member] \| Service revenue [Member] \| Within One Year [Member]
Disclosure In Tabular Form Of Consideration Allocated To Performance Obligations [Line Items]
Revenue, Remaining Performance Obligation, Amount	93		67	57	50
Contract-term services [Member]
Disclosure In Tabular Form Of Consideration Allocated To Performance Obligations [Line Items]
Revenue, Remaining Performance Obligation, Amount	1,507		1,392	1,413	1,669
Contract-term services [Member] \| As Previously Reported [Member]
Disclosure In Tabular Form Of Consideration Allocated To Performance Obligations [Line Items]
Revenue, Remaining Performance Obligation, Amount			1,393
Contract-term services [Member] \| Service revenue [Member] \| Within One Year [Member]
Disclosure In Tabular Form Of Consideration Allocated To Performance Obligations [Line Items]
Revenue, Remaining Performance Obligation, Amount	907		849	862	932
Contract-term services [Member] \| Service revenue [Member] \| Later Than One Year [Member]
Disclosure In Tabular Form Of Consideration Allocated To Performance Obligations [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 599		543	$ 551	$ 737
Contract-term services [Member] \| Service revenue [Member] \| Later Than One Year [Member] \| As Previously Reported [Member]
Disclosure In Tabular Form Of Consideration Allocated To Performance Obligations [Line Items]
Revenue, Remaining Performance Obligation, Amount			$ 544

Property and Equipment, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule Of Property Plant And Equipment

Property and equipment, net consists of the following:


	March 31, 2022			December 31, 2021
Trocars	$	4,644		$	4,448
Leasehold improvements		1,028			254
Office equipment		238			223
Computer software		140			135
Furniture and fixtures		161			119
Computer Equipment		97			97
Construction in process		2			705

		6,310			5,981

Less: accumulated depreciation		(3,915	)		(3,646	)

	$	2,395		$	2,335

Property and equipment, net consists of the following (in thousands):


	2021			2020
Trocars	$	4,448		$	3,754
Leasehold improvements		254			254
Office equipment		223			204
Computer software		135			135
Furniture and fixtures		119			72
Computer equipment		97			97
Construction in process		705			—

		5,981			4,516

Less: accumulated depreciation		(3,646	)		(2,933	)

	$	2,335		$	1,583

Revenue Recognition - Summary of Revenues Recognized For Each Revenue Stream (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 37,143	$ 31,543	$ 139,396	$ 116,568	$ 109,976
Product revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	36,758	31,193	137,598	114,640	108,315
Service revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	385	350	1,798	1,928	1,661
Pellet procedures [Member] \| Product revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	30,808	25,410	109,465	92,773	90,132
Dietary supplements [Member] \| Product revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	5,704	5,574	27,241	20,887	17,562
Disposable trocars [Member] \| Product revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	233	199	860	921	573
Shipping fees [Member] \| Product revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	13	10	32	59	48
Training [Member] \| Service revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	165	110	859	949	705
Contract-term services [Member] \| Service revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 220	$ 240	$ 939	$ 979	$ 956

Fair value measurements - Summary financial assets measured at fair value on a recurring basis (Detail) - Haymaker III [Member] - USD ($)	Mar. 31, 2022	Feb. 14, 2022	Feb. 09, 2022	Feb. 04, 2022	Dec. 31, 2021	Sep. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Convertible Promissory Note [Member]
Liabilities
Convertible promissory note	$ 72,800	$ 14,800	$ 27,600	$ 29,600
Level 3
Liabilities
Warrant liability	3,134,466				$ 4,063,666			$ 0
Level 3 \| Convertible Promissory Note [Member]
Liabilities
Convertible promissory note	72,800	$ 14,800	$ 27,600	$ 29,600
Money Market investments
Assets
Money market investments	317,582,318				317,581,791		$ 317,581,791
Money Market investments \| Level 1
Assets
Money market investments	317,582,318				317,581,791		$ 317,581,791
Public Warrants
Liabilities
Warrant liability	4,365,625				5,715,000
Public Warrants \| Level 1
Liabilities
Warrant liability	4,365,625				5,715,000
Private Placement Warrants
Liabilities
Warrant liability	3,061,666				4,063,666	$ 4,063,666
Private Placement Warrants \| Level 3
Liabilities
Warrant liability	$ 3,061,666				$ 4,063,666

Summary of Significant Accounting Policies - Summary of Rollforward of the Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Beginning balance			$ (1,406)	$ (1,157)	$ (456)	$ 0
Provisions charged to operating results	$ (30)	$ (15)	(240)	(776)	(293)
Account write-off and recoveries			$ (9)	$ 75	$ (163)

Capitalized Software, Net - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Capitalized Computer Software, Net [Abstract]
Capitalized Computer Software, Amortization	$ 233	$ 147	$ 687	$ 462	$ 163

Condensed Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Total	Haymaker III [Member]	Common Class A [Member] Haymaker III [Member]	Common Class B [Member] Haymaker III [Member]	ClassA ClassAA and ClassAAA [Member]	Class AAAA [Member]	Common Stock [Member] Common Class A [Member] Haymaker III [Member]	Common Stock [Member] Common Class B [Member] Haymaker III [Member]	Additional Paid-in Capital [Member] Haymaker III [Member]	Retained Earnings / (Accumulated Deficit)	Retained Earnings / (Accumulated Deficit) Haymaker III [Member]	Accumulated Other Comprehensive Income (Loss)
Beginning balance at Dec. 31, 2018	$ 2,454,000				$ 0	$ 0				$ 2,452,000		$ 2,000
Beginning balance, shares at Dec. 31, 2018					979,800	2,000
Vesting of incentive units, Shares						1,000
Distributions	(56,634,000)									(56,634,000)
Other comprehensive income(loss)	(35,000)											(35,000)
Net income	21,287,000									21,287,000
Ending balance at Dec. 31, 2019	$ (32,928,000)				$ 0	$ 0				(32,895,000)		(33,000)
Ending balance, shares at Dec. 31, 2019	982,800				979,800	3,000
Distributions	$ (13,319,000)									(13,319,000)
Other comprehensive income(loss)	10,000											10,000
Net income	29,162,000									29,162,000
Ending balance at Dec. 31, 2020	$ (17,075,000)	$ 25,000			$ 0	$ 0	$ 0	$ 863	$ 24,137	(17,052,000)	$ 0	(23,000)
Ending balance, shares at Dec. 31, 2020	982,800			8,625,000	979,800	3,000	0	8,625,000
Beginning balance at Jul. 05, 2020		0					$ 0	$ 0	0		0
Beginning balance, shares at Jul. 05, 2020							0	0
Sale of Class B common stock to Sponsor		25,000						$ 863	24,137
Sale of Class B common stock to Sponsor shares								8,625,000
Net income		0
Ending balance at Dec. 31, 2020	$ (17,075,000)	25,000			$ 0	$ 0	$ 0	$ 863	24,137	(17,052,000)	0	(23,000)
Ending balance, shares at Dec. 31, 2020	982,800			8,625,000	979,800	3,000	0	8,625,000
Distributions	$ (2,342,000)									(2,342,000)
Forfeiture of Class B common stock								$ (69)	69
Forfeiture of Class B common stock, shares								(687,500)
Remeasurement of Class A common stock to redemption amount		(33,767,845)							(24,206)		(33,743,639)
Other comprehensive income(loss)	(9,000)											(9,000)
Net income	8,841,000	(3,943,374)	$ (2,187,957)	$ (1,755,417)						8,841,000	(3,943,374)
Ending balance at Mar. 31, 2021	(10,585,000)	(37,686,219)			$ 0	$ 0		$ 794		(10,553,000)	(37,687,013)	(32,000)
Ending balance, shares at Mar. 31, 2021					979,800	3,000		7,937,500
Beginning balance at Dec. 31, 2020	$ (17,075,000)	25,000			$ 0	$ 0	$ 0	$ 863	24,137	(17,052,000)	0	(23,000)
Beginning balance, shares at Dec. 31, 2020	982,800			8,625,000	979,800	3,000	0	8,625,000
Distributions	$ (11,402,000)									(11,402,000)
Forfeiture of Class B common stock								$ (69)	69
Forfeiture of Class B common stock, shares								(687,500)
Remeasurement of Class A common stock to redemption amount		(33,767,845)							(24,206)		(33,743,639)
Other comprehensive income(loss)	(17,000)											(17,000)
Net income	32,619,000	11,112,910								32,619,000	11,112,910
Ending balance at Dec. 31, 2021	$ 4,125,000	(22,629,935)			$ 0	$ 0	$ 0	$ 794	0	4,165,000	(22,630,729)	(40,000)
Ending balance, shares at Dec. 31, 2021	982,800			7,937,500	979,800	3,000	0	7,937,500
Distributions	$ (2,735,000)									(2,735,000)
Proceeds received in excess of initial fair value of convertible promissory note - related party		136,827							136,827
Other comprehensive income(loss)	6,000											6,000
Net income	9,350,000	1,174,482	$ 939,586	$ 234,896						9,350,000	1,174,482
Ending balance at Mar. 31, 2022	$ 10,746,000	$ (21,318,626)			$ 0	$ 0		$ 794	$ 136,827	$ 10,780,000	$ (21,456,247)	$ (34,000)
Ending balance, shares at Mar. 31, 2022	982,800				979,800	3,000		7,937,500

Initial Public Offering - Additional Information (Detail) - $ / shares				1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 05, 2021	Mar. 04, 2021	Jul. 31, 2020	Jun. 11, 2019	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Stock issued during period shares					31,750,000
Haymaker III [Member]
Description of number of securities in each warrant						Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant (“Redeemable Warrant”).
Exercise price of warrant						$ 11.5
Requisites for warrants to become exercisable						The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering.
Stock issued during period shares						31,750,000
Class A Common Stock [Member] \| Haymaker III [Member]
Temporary equity shares outstanding					31,750,000	31,750,000	0
Founder Shares [Member] \| Class B Common Stock [Member] \| Haymaker III [Member]
Stock issued during period shares	8,625,000		8,625,000
Sponsor [Member]
Shares subject to forfeiture					1,125,000
Sponsor [Member] \| Haymaker III [Member]
Percentage of minimum shares to be maintained	20.00%
Shares subject to forfeiture						1,125,000
Sponsor [Member] \| Founder Shares [Member] \| Haymaker III [Member]
Percentage of minimum shares to be maintained	20.00%
Sponsor [Member] \| Founder Shares [Member] \| Class B Common Stock [Member] \| Haymaker III [Member]
Temporary equity shares outstanding	1,125,000
Redeemable Warrant [Member] \| Haymaker III [Member]
Description of number of securities in each warrant					Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant (“Redeemable Warrant”).
Requisites for warrants to become exercisable					The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering.
IPO [Member] \| Haymaker III [Member]
Capital units sold				30,000,000
Price per capital unit				$ 10
IPO [Member] \| Class A Common Stock [Member] \| Haymaker III [Member]
Stock issued during period shares		30,000,000
Class of Warrant or Right [Domain] \| Haymaker III [Member]
Exercise price of warrant					$ 11.5	$ 11.5
Over-Allotment Option [Member] \| Haymaker III [Member]
Stock issued during period shares		233,333
Over-Allotment Option [Member] \| Class A Common Stock [Member] \| Haymaker III [Member]
Stock issued during period shares	1,750,000
Over-Allotment Option [Member] \| Class B Common Stock [Member] \| Haymaker III [Member]
Shares subject to forfeiture	687,500
Over-Allotment Option [Member] \| Sponsor [Member] \| Founder Shares [Member] \| Haymaker III [Member]
Percentage of minimum shares to be maintained	20.00%

Related Party Transactions

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Related Party Transactions

13.	RELATED-PARTY TRANSACTIONS

The Company utilizes a professional services firm to perform accounting and tax services for the Company. The Company’s Class AAA units are entirely held by trusts whose beneficiaries are the children of a partner of the firm. Fees paid to the firm were $15 and $161 during the three months ended March 31, 2022 and 2021, respectively. Amounts due to the firm as of March 31, 2022 and December 31, 2021 were $5 and $0, respectively.

An employee and member of our Medical Advisory Board, is the beneficiary of a trust which holds approximately 51% of the Company’s Class AA units as well as being the child of the Company’s founder, chairman, and beneficial owner of the Company’s Class A units. Compensation paid to the employee was $47 and $43 for the three months ended March 31, 2022 and 2021, respectively. Amounts due to the employee were $0 and $0 as of March 31, 2022 and December 31, 2021, respectively.

In addition to their employment by the Company, the above referenced employee owns a clinic which is a customer of the Company. Revenues recognized from sales to this customer were $222 and $166 for the three months ended March 31, 2022 and 2021, respectively. Amounts due from this customer were $81 and $57 as of March 31, 2022 and December 31, 2021, respectively.

An employee of the Company is the spouse of the Company’s founder, chairman, and beneficial owner of the Company’s Class A units. Compensation paid to the employee was $56 and $62 for the three months ended March 31, 2022 and 2021, respectively. Amounts due to the employee were $0 and $0 as of March 31, 2022 and December 31, 2021, respectively.

The Company purchases dietary supplements inventories from a vendor in which the Company’s founder holds a minority interest. Inventory purchases from this vendor were $291 and $213 for the three months ended March 31, 2022 and 2021, respectively. Amounts due to the vendor were $0 and $0 as of March 31, 2022 and December 31, 2021, respectively.

The Company’s founder and chairman has personally guaranteed the Company’s performance under their lease agreement for their primary headquarters. Under this guaranty, the Company’s lessor may seek recovery of amounts owed from the founder in an event of default, regardless of whether they have sought recovery from the Company.

13. RELATED-PARTY TRANSACTIONS

The Company utilizes a professional services firm to perform accounting and tax services for the Company. The Company’s Class AAA units are entirely held by trusts whose beneficiaries are the children of a partner of the firm. Fees paid to the firm were $456 and $532 during the years ended December 31, 2021 and 2020, respectively. Amounts due to the firm as of December 31, 2021 and 2020 were $0 and $7, respectively.

An employee and member of our Medical Advisory Board, is the beneficiary of a trust which holds approximately 51% of the Company’s Class AA units as well as being the child of the Company’s founder, chairman, and beneficial owner of the Company’s Class A units. Compensation paid to the employee was $201 and $182 for the years ended December 31, 2021 and 2020, respectively. Amounts due to the employee were $0 and $5 as of December 31, 2021 and 2020, respectively.

In addition to their employment by the Company, the above referenced employee owns a clinic which is a customer of the Company. Revenues recognized from sales to this customer were $744 and $615 for the years ended December 31, 2021 and 2020, respectively. Amounts due from this customer were $57 and $57 as of December 31, 2021 and 2020 respectively.

An employee of the Company is the spouse of the Company’s founder, chairman, and beneficial owner of the Company’s Class A units. Compensation paid to the employee was $285 and $196 for the years ended December 31, 2021 and 2020, respectively. Amounts due to the employee were $0 as of December 31, 2021 and 2020.

The Company purchases dietary supplement inventories from a vendor in which the Company’s founder holds a minority interest. Inventory purchases from this vendor were $888 and $584 for the years ended December 31, 2021 and 2020, respectively. Amounts due to the vendor were $0 and $52 as of December 31, 2021 and 2020, respectively.

Haymaker III [Member]

Related Party Transactions

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

In July 2020, the Company issued an aggregate of 8,625,000 shares of Class B common stock to the Sponsor (“Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares will automatically convert into Class A common stock upon the consummation of the Initial Business Combination on a

one-for-one

basis, subject to adjustments as described in Note 9. Holders of Founder Shares may also elect to convert their shares of Class B convertible common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Pursuant to the letter agreement, the Sponsor, officers and directors have agreed to vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the Initial Business Combination.

Administrative Services Agreement

The Company entered into an agreement whereby, commencing on March 4, 2021 through the earlier of the consummation of the Initial Business Combination or the Company’s liquidation, the Company will pay the Sponsor a monthly fee of $20,000 for office space, utilities and administrative support. The total amounts of administrative service fees expensed for the three months ended March 31, 2022 and March 31, 202

were $60,000 and $18,000. As of March 31, 2022 and December 31, 2021, $40,000 and $0 related to this agreement is recorded in accrued expenses - related party on the condensed balance sheets, respectively. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Accrued Expenses – Related Party

Accrued expenses – related party consists of accrued monthly Administrative Services Agreement fees (as noted in the Administrative Services Agreement section above) that have not yet been paid, as well as amounts due to the Company’s Sponsor for franchise taxes paid on behalf of the Company. These amounts are payable when invoiced.

Promissory Note – Related Party

On July 6, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was

non-interest

bearing and payable on the earlier of June 30, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Note of $164,000 was repaid on March 5, 2021.

Related Party Loans

In order to finance transaction costs in connection with the Initial Business Combination, the Sponsor, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (the “Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of the Initial Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.50 per warrant that would be identical to Placement Warrants, including as to exercise price, exercisability and exercise period.

On February 28, 2022, the Company entered into a Working Capital Loan with the Sponsor (the “Sponsor Working Capital Loan”) in the amount of $350,000, pursuant to which the Company received proceeds of $208,827

, during the three months ended March 31, 2022. The Sponsor Working Capital Loan is

non-interest

bearing and payable upon the earlier of (i) completion of the initial Business Combination or (ii) the date the winding up of the Company is effective. The unpaid principal balance on the Promissory Note may be convertible into warrants at the option of the Sponsor at a price of

$1.50

per warrant. The warrants would be identical to the Private Placement Warrants. Using the fair value option, the Working Capital Loans are required to be recorded at their initial fair value on the date of issuance, and each balance sheet thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the statement of operations. The fair value of the Working Capital Loan was estimated to be

$72,000

at initial measurement. The fair value of the Working Capital Loan was estimated to b

e $72,800 at March 31, 2022.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

one-for-one

30-trading

day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement whereby, commencing on March 4, 2021 through the earlier of the consummation of the Initial Business Combination or the Company’s liquidation, the Company will pay the Sponsor a monthly fee of $20,000 for office space, utilities and administrative support. The total amounts of administrative service fees expensed for the year ended December 31, 2021 was $198,000. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Promissory Note—Related Party

non-interest

bearing and payable on the earlier of June 30, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Note of $164,000 was repaid on March 5, 2021.

Related Party Loans

Initial Public Offering	3 Months Ended	12 Months Ended
Initial Public Offering	Mar. 31, 2022	Dec. 31, 2021
Haymaker III [Member]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant (“Redeemable Warrant”). Each whole Redeemable Warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. No fractional warrants were issued upon separation of the Units and only whole warrants were traded. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. Each whole Redeemable Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 (see Note 7). In addition, the 8,625,000 shares of Class B common stock of the Company (the “Founder Shares”) held by the Sponsor (prior to the exercise of the over-allotment) included an aggregate of up to 1,125,000 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full, so that the Sponsor would own 20% of issued and outstanding common stock after the Initial Public Offering. As a result of the partial exercise of the over-allotment option to purchase 1,750,000 Units, the Sponsor forfeited 687,500 Founder Shares on March 5, 2021 in order to maintain ownership of 20% of issued and outstanding shares of the Company. The Founder Shares forfeited by the Sponsor were cancelled by the Company.	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant (“Redeemable Warrant”). Each whole Redeemable Warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. No fractional warrants were issued upon separation of the Units and only whole warrants were traded. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. Each whole Redeemable Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 (see Note 7). In addition, the 8,625,000 shares of Class B common stock of the Company (the “Founder Shares”) held by the Sponsor (prior to the exercise of the over-allotment) included an aggregate of up to 1,125,000 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full, so that the Sponsor would own 20% of issued and outstanding common stock after the Initial Public Offering. As a result of the partial exercise of the over-allotment option to purchase 1,750,000 Units, the Sponsor forfeited 687,500 Founder Shares on March 5, 2021 in order to maintain ownership of 20% of issued and outstanding shares of the Company. The Founder Shares forfeited by the Sponsor were cancelled by the Company.

Property and Equipment, Net - Schedule Of Property Plant And Equipment (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 6,310	$ 5,981	$ 4,516
Less: accumulated depreciation	(3,915)	(3,646)	(2,933)
Property, Plant and Equipment, Net	2,395	2,335	1,583
Trocars [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	4,644	4,448	3,754
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	1,028	254	254
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	238	223	204
Computer software [member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	140	135	135
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	161	119	72
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	97	97	$ 97
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 2	$ 705

Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Selling, General and Administrative Expenses [Member]
Property, Plant and Equipment [Line Items]
Depreciation	$ 269	$ 175	$ 713	$ 676	$ 669

Related Party Transactions - Additional Information (Details) - USD ($)						1 Months Ended	3 Months Ended			12 Months Ended
	Dec. 31, 2021	Mar. 05, 2021	Mar. 04, 2021	Jul. 31, 2020	Jul. 06, 2020	May 31, 2019	Mar. 31, 2022	Sep. 30, 2021	Mar. 31, 2021	Dec. 31, 2021	Feb. 28, 2022
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues							31,750,000
Debt instrument maturity date						May 31, 2024
Stockholders equity reverse stock split				one-for-one basis			one-for-one basis
Haymaker III [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues										31,750,000
Share price	$ 10						$ 10			$ 10
Proceeds from working capital loan	$ 0									$ 0
Accrued Expenses [Member] \| Haymaker III [Member]
Related Party Transaction [Line Items]
Related party transaction expenses from transactions with related party	0						$ 40,000
Office Space Secretarial And Administrative Services [Member] \| Haymaker III [Member]
Related Party Transaction [Line Items]
Total amounts of administrative service fees expensed							60,000	$ 198,000	$ 18,000
Sponse [Member] \| Office Space Secretarial And Administrative Services [Member] \| Haymaker III [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction			$ 20,000
Sponse [Member] \| Related Party Loan [Member] \| IPO [Member] \| Haymaker III [Member]
Related Party Transaction [Line Items]
Debt face amount					$ 300,000
Debt instrument maturity date					Jun. 30, 2021
Sponse [Member] \| Prommissory Note [Member] \| Haymaker III [Member]
Related Party Transaction [Line Items]
Promissory note- related party		$ 164,000
Sponse [Member] \| Working Capital Loans [Member] \| Haymaker III [Member]
Related Party Transaction [Line Items]
Debt face amount	$ 1,500,000						$ 1,500,000			$ 1,500,000
Debt conversion price per share	$ 1.5						$ 1.5			$ 1.5
Sponsor [Member] \| Sponsor Working Capital Loan [Member] \| Haymaker III [Member]
Related Party Transaction [Line Items]
Debt face amount											$ 350,000
Debt conversion price per share											$ 1.5
Proceeds from working capital loan											$ 208,827
Fair value of working capital loan							$ 72,800				$ 72,000
Founder Shares [Member] \| Share Price Equal Or Exceeds 12 Rs per dollar [Member] \| Haymaker III [Member]
Related Party Transaction [Line Items]
Share price	$ 12						$ 12			$ 12
Common stock transfers, restriction on number of days from the date of business combination							150 days			150 days
Founder Shares [Member] \| Share Price Equal Or Exceeds 12 Rs per dollar [Member] \| Maximum [Member] \| Haymaker III [Member]
Related Party Transaction [Line Items]
Common Stock transfers threshold trading days							30 days			30 days
Founder Shares [Member] \| Share Price Equal Or Exceeds 12 Rs per dollar [Member] \| Minimum [Member] \| Haymaker III [Member]
Related Party Transaction [Line Items]
Common Stock transfers threshold trading days							20 days			20 days
Common Class B [Member] \| Founder Shares [Member] \| Haymaker III [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, new issues		8,625,000		8,625,000
Stock issued during period value new issues				$ 25,000

Leases - Summary Of Lessee, Operating Lease, Liability, Maturity (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Lessee Disclosure [Abstract]
2022 (remaining nine months)	$ 193
2022 / 2023	128	$ 257
2023 / 2024	0	128
2024 / 2025	0	0
2025	0	0
Thereafter		0
Total lease payments	321	385
Less: interest	(7)	(10)
Present value of lease liabilities	$ 314	$ 375	$ 614

Condensed Statements of Cash Flows - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
Condensed Statements of Cash Flows - USD ($)	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash Flows from Operating Activities:/Operating Activities
Net income (loss)	$ 9,350,000	$ 8,841,000		$ 32,619,000	$ 29,162,000	$ 21,287,000
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	502,000	322,000		1,400,000	1,138,000	832,000
Bad debt expense	30,000	15,000		240,000	776,000	293,000
Amortization of capitalized note payable issuance costs	55,000	55,000		222,000	222,000	127,000
Provision for obsolete inventory	60,000	60,000		471,000	497,000	208,000
Non-cash lease expense	58,000	55,000		226,000	218,000	209,000
Changes in operating assets and liabilities:
Accounts payable	2,089,000	275,000		1,605	(884)	1,217
Accrued expenses	(2,847,000)	1,063,000		4,029,000	(528,000)	1,247,000
Accounts receivable	(1,344,000)	(1,261,000)		(752,000)	(1,481,000)	(714,000)
Inventory	377,000	(1,195,000)		(5,762,000)	(904,000)	1,299,000
Other current assets	(1,445,000)	(253,000)		34,000	(684,000)	(604,000)
Deferred revenue	145,000	39,000		(373,000)	(877,000)	175,000
Operating lease liabilities	(61,000)	(59,000)		(239,000)	(230,000)	(222,000)
Net cash used in operating activities	6,969,000	7,957,000		33,720,000	26,425,000	25,354,000
Cash Flows from Investing Activities:/Investing Activities
Purchases of property and equipment	(262,000)	(142,000)		(1,448,000)	(295,000)	(704,000)
Purchases of capitalized software	(220,000)	(344,000)		(2,359,000)	(1,098,000)	(968,000)
Net cash used in investing activities	(482,000)	(485,000)		(3,807,000)	(1,393,000)	(1,672,000)
Cash Flows from Financing Activities:/Financing Activities
Borrowings on line of credit						14,292,000
Payments on line of credit						(16,908,000)
Proceeds from Sponsor note						50,000,000
Payments on note payable	(1,250,000)	(1,250,000)		(5,000,000)	(5,000,000)	(3,195,000)
Note payable issuance costs						(1,108,000)
Capitalized Transaction Costs	(1,577,000)	0		(3,941,000)
Distributions	(2,735,000)	(2,342,000)		(11,402,000)	(13,319,000)	(56,634,000)
Net cash provided by financing activities	(5,562,000)	(3,592,000)		(20,343,000)	(18,319,000)	(13,553,000)
Effect of exchange rate changes on cash and cash equivalents	13,000	(9,000)		(12,000)	9,000	(9,000)
Net increase in cash and cash equivalents	939,000	3,871,000		9,558,000	6,722,000	10,120,000
Cash at beginning of period	26,766,000	17,208,000		17,208,000	10,486,000	366,000
Cash at end of period	27,705,000	21,079,000	$ 17,208,000	26,766,000	17,208,000	10,486,000
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	304,000	425,000		1,462,000	2,493,000	1,627,000
Cash paid for income taxes	1,000	11,000		171,000	189,000	178,000
Non-cash investing and financing activities
Capital expenditures in accounts payable and capital software	271,000	120,000		282,000	140,000	$ 46,000
Haymaker III [Member]
Cash Flows from Operating Activities:/Operating Activities
Net income (loss)	1,174,482	(3,943,374)	0	11,112,910
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Transaction costs allocated to warrant liabilities	0	962,447	0	966,646
Net gain on investments held in Trust Account			0	(81,791)
Unrealized gain on investments held in Trust Account	(64,273)	(14,405)
Excess of private placement warrants fair value over purchase price	0	3,507,000	0	3,507,000
Change in fair value of convertible promissory note - related party	800	0
Change in fair value of warrant liabilities	(2,351,375)	(619,543)		(18,826,459)
Changes in operating assets and liabilities:
Prepaid expenses	23,183	(577,651)		(320,959)
Due from Sponsor	300	0		(300)
Accounts payable	21,518	559		281,304
Accrued expenses	834,120	8,657		1,830,000
Accrued expenses - related party	137,084	0
Franchise tax payable	(110,874)	49,314		160,874
Net cash used in operating activities	(335,035)	(626,996)		(1,370,775)
Cash Flows from Investing Activities:/Investing Activities
Cash deposited into Trust Account	0	(317,500,000)		(317,500,000)
Proceeds from Trust Account to pay taxes	63,747	0
Net cash used in investing activities	63,747	(317,500,000)		(317,500,000)
Cash Flows from Financing Activities:/Financing Activities
Proceeds from promissory note - related party	208,827	0
Proceeds from initial public offering, net of underwriter's discount paid	0	311,150,000	0	311,150,000
Proceeds from Sponsor note	0	41,500	122,500	41,500
Payments on note payable	0	(164,000)		(164,000)
Proceeds from sale of private placement warrants	0	8,350,000		8,350,000
Capitalized Transaction Costs	0	(329,614)	(145,906)	(377,961)
Proceeds from sale of Class B common stock to Sponsor			25,000	0
Net cash provided by financing activities	208,827	319,047,886	1,594	318,999,539
Net increase in cash and cash equivalents	(62,461)	920,890	1,594	128,765
Cash at beginning of period	130,359	1,594		1,594
Cash at end of period	67,898	922,484	1,594	130,359	1,594
Non-cash investing and financing activities
Deferred underwriting fee payable	11,112,500	11,112,500	$ 0	11,112,500	$ 0
Initial classification of warrant liabilities		28,605,125		28,605,125
Remeasurement of Class A common stock subject to possible redemption to redemption value		33,767,846		33,767,845
Reclassification of deferred offering costs to equity upon completion of the initial public offering		$ 145,906		$ 130,355
Proceeds received in excess of initial fair value of convertible promissory note – related party	$ 136,827

Inventory, Net

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventory, Net

4.	INVENTORY, NET

Inventory, net consists of the following:


	March 31, 2022			December 31, 2021
Product Inventory - Pellets	$	6,318		$	6,318
Less: obsolete and expired pellet allowance		(1,416	)		(1,356	)

		4,902			4,962

Product Inventory - Nutraceuticals		4,472			4,849
Less: obsolete and expired nutraceutical allowance		(196	)		(196	)

		4,276			4,653

Net Inventory	$	9,178		$	9,615

4. INVENTORY, NET

Inventory, net consists of the following (in thousands):


	2021			2020
Product Inventory - Pellets	$	6,318		$	5,404
Less: obsolete and expired pellet allowance		(1,356	)		(1,080	)

		4,962			4,324

Product Inventory - Dietary supplements		4,849			—
Less: obsolete and expired dietary supplement allowance		(196	)		—

		4,653			—

Net Inventory	$	9,615		$	4,324

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Segment Information

Accounts Receivable and Allowance for Doubtful Accounts

—Accounts receivable are recorded net of allowances for doubtful accounts.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

—The preparation of the consolidated financial statements in accordance with US GAAP requires

Segment Information

—Operating segments are defined as components of an enterprise about which separate

Cash

—As of December 31, 2021 and 2020, cash consists primarily of checking and savings deposits. The Company

Accounts Receivable and Allowance for Doubtful Accounts

—Accounts receivable are recorded net of allowances


As of December 31, 2018	$	—
Provisions charged to operating results		(293	)
Account write-off and recoveries		(163	)

As of December 31, 2019	$	(456	)
Provisions charged to operating results		(776	)
Account write-off and recoveries		75

As of December 31, 2020	$	(1,157	)
Provisions charged to operating results		(240	)
Account write-off and recoveries		(9	)

As of December 31, 2021	$	(1,406	)

Other Current Assets

—As of December 31, 2021 and 2020, the Company’s total other current assets consist of the

following (in thousands):


	2021		2020
Prepaid expenses	$	847	$	1,570
Advances		685		—
Capitalized transaction costs		3,941		—

Total other current assets	$	5,473	$	1,570

Property and Equipment, Net

—Property and equipment are stated at cost less accumulated depreciation.


		Estimated useful life (in years)
Trocars		5
Leasehold improvements		Shorter of lease term or useful life of the improvement
Office equipment		5
Computer software (purchased)		3-5
Furniture and fixtures		5-7
Computer equipment		3-5

See Note 5 for further details.

Capitalized Software, Net

Debt Issuance Costs

Impairment of Long-Lived Assets

Leases

2016-02,

Leases (“ASC 842”), to not recognize leases with a lease term of one year or less on its balance sheet. Leases with a term greater than one year are recognized on the balance sheet as

right-of-use

(“ROU”) assets and current and

non-current

lease liabilities, as applicable. As of December 31, 2021, and 2020, the Company does not have any financing leases.

In accordance with ASC 842, contracts containing a lease should be split into three categories: lease components,

non-lease

components, and activities or costs that do not transfer a distinct good or service

(“non-components”).

The fixed and

in-substance

fixed contract consideration (including any consideration related to

non-components)

must be allocated, based on the respective relative fair values, to the lease components and

non-lease

components.

Entities may elect not to separate lease and

non-lease

components. Accordingly, entities making this election would account for each lease component and related

non-lease

component together as a single lease component. The Company has elected to account for lease and

non-lease

components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only.

See Note 10 for further details.

Revenue Recognition

—The Company accounts for revenue in accordance with FASB, Accounting Standards Update (“ASU”)

No. 2014-09,

The following is a description of the principal contract activities, disaggregated by the contract type, from which the Company generates its revenue.

The Biote Method

non-lease

The Company recognizes revenue for initial training over time as the customer completes the training. Training sessions generally occur over the course of

2-3

Dietary Supplements

Disposable Trocars

Revenue disaggregated by the nature of the product or service and by geography is included within Note 3: Revenue Recognition.

The Company has also elected the practical expedient in ASC 606 to not disclose consideration allocated to contracts with an original term of one year or less, which includes contracts for

point-in-time

Contract Assets and Liabilities

A reconciliation of the beginning and ending contract liabilities is included within Note 3: Revenue Recognition.

Cost of Revenue

co-packers,

and the shipping and handling costs incurred to deliver these products to the customers.

Marketing

—Marketing expense includes advertising costs, marketing events, and program costs. These costs are expensed as incurred.

Selling, General, and Administrative

professional

service fees, research and development, and costs related to regulatory and litigation matters.

Commissions

Members’ Equity (Deficit)

—The Company’s capital structure includes common voting units (Class A), common

non-voting

units (Class AA and AAA), and

non-voting

incentive units (Class AAAA), with no limit to the number of units that may be issued. Class A units have 100% of the voting rights, and there is no par value assigned to any of the

classes

of units.

As of December 31, 2021, 2020, and 2019 the following members’ equity units were issued and outstanding:


	December 31,
	2021				2020				2019
Units	Issued		Outstanding		Issued		Outstanding		Issued		Outstanding
Class A (Voting)		16,721		16,721		16,721		16,721		16,721		16,721
Class AA (Non-Voting)		903,079		903,079		903,079		903,079		903,079		903,079
Class AAA (Non-Voting)		60,000		60,000		60,000		60,000		60,000		60,000
Class AAAA (Non-Voting Incentive Units)		33,397		3,000		33,396		3,000		33,396		3,000

Total		1,013,197		982,800		1,013,196		982,800		1,013,196		982,800

(i)

First, to the Class A and Class AA members pro rata in accordance with their relative Sharing Percentages until the aggregate amount distributed is equal to $3,000;

(ii)

Next, to the Class A, Class AA, and Class AAA members pro rata in accordance with their relative Sharing Percentages until the aggregate amount distributed is equal to $125,000;

(iii)

(iv)

The balance, if any, to the Class A members.

In the case of any operating distributions, the amounts distributed to members will be allocated as follows:

(i)

(ii)

Second to each Class AAAA member, in accordance with the terms of such member’s Grant Agreement; and

(iii)

The balance, if any, to the Class A members.

Unit-Based Compensation

—The Company grants Class AAAA units (“incentive units”) and phantom equity rights

Compensation

—

Stock Compensation.

Income Taxes

—The Company is organized as a limited liability company treated as a partnership for U.S. federal income tax purposes. As a result, income and

losses are taxable to or deductible by the Company’s members rather than at the Company level, and no provision has been made for federal income taxes in the

State income tax positions are evaluated in a

two-step

process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the

more-likely-than-not

The Company did not incur any penalties or interest related to its state tax returns during the years ended December 31, 2021, 2020, and 2019.

push-out

election or, if eligible, by electing out of the centralized partnership audit rules.

The collection of tax from the Company is only an administrative convenience for the IRS to collect any underpayment of income taxes including interest and penalties. Income taxes on Company income, regardless of who pays the tax or when the tax is paid, is attributed to the members. Any payment made by the Company as a result of an IRS examination will be treated as a distribution from the Company to the members in the consolidated financial statements. Tax years 2019 through 2021 are still open for examination by the IRS. There were no payments made to the IRS as a result of examinations in 2021, 2020, and 2019.

Earnings Per Common Unit

—Earnings per common unit is computed by dividing net income by the weighted

Fair Value Measurements

—Fair value accounting is applied for all assets and liabilities and

non-financial

assets and

Level 1

—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the

Company has the ability to access at the measurement date.

Level 2

—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities,

unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other

inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3

—Inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

The Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses, and

short-and

Concentrations

—Financial instruments that potentially subject the Company to concentrations of credit risk consist

Inventory

—Inventory is carried at the lower of cost or net realizable value using the

first-in,

first-out

(FIFO) method.

Recently Adopted Accounting Pronouncements

—In May 2014, the FASB issued ASU

No. 2014-09,

Revenue from

Contracts with Customers (Topic 606)

, as amended (“ASU

2014-09”).

ASU

2014-09

establishes principles for

recognizing revenue upon the transfer of promised goods or services to customers in an amount that reflects the expected consideration received in exchange for those goods or services. ASU

2014-09

In August 2018, the FASB issued ASU

No. 2018-13,

Disclosure Framework—Changes to the Disclosure

Requirements for Fair Value Measurement

(“ASU

2018-13”),

which eliminates, adds, and modifies certain fair value

measurement disclosure requirements of ASC 820,

Fair Value Measurement

. On January 1, 2020, the Company adopted ASU

2018-13,

which did not impact the consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU

2020-04,

Reference Rate Reform (Topic 848): Facilitation of the Effects of

Reference Rate Reform on Financial Reporting

. This ASU provides temporary optional expedients and exceptions to

In February 2016, the FASB issued ASU

No. 2016-02,

Leases (Topic 842)

, as amended (“ASU

2016-02”).

Under ASU

2016-02,

lessees are required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a

right-of-use

2020-05,

Revenue from Contracts with Customers

(Topic 606)

and

Leases (Topic 842)—Effective Dates for Certain Entities (“ASU

2020-05”),

which defers the effective

date of ASU

2016-02


	Balance at December 31, 2018		Change due to adoption of ASC 842			Adjusted Balance at January 1, 2019
Assets
Operating lease right-of-use assets	$	—	$	1,009		$	1,009

Total increase to assets			$	1,009

Liabilities and Members’ Deficit
Accrued expenses	$	1,323	$	(57	)	$	1,266
Operating lease liabilities, current		—		222			222
Operating lease liabilities, long-term		—		844			844

Total increase to liabilities and members’ deficit			$	1,009

Recent Accounting Pronouncements Not Yet Adopted

—In June 2016, the FASB issued ASU

2016-13,

Measurement of Credit Losses on Financial Instruments

(“ASU

2016-13”).

The main objective of the update is to

2019-04,

ASU

2019-05

and ASU

2019-11

to provide additional guidance on the credit losses standard. The standard will be adopted using the modified retrospective approach. ASU

2016-13

is effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the potential impact of adopting ASU

2016-13

on its consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU

2020-06,

Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and

Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU

2020-06”).

ASU

2020-06

changes how entities account

for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. ASU

2020-06

also modifies the guidance on diluted earnings per share calculations. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU

2019-12,

Income Taxes (Topic 740)—Simplifying the Accounting for Income

Taxes

, which simplifies the accounting for income taxes by removing certain exceptions to the general principles

of ASC 740,

Income Taxes

. The amendments also improve consistent application of and simplify GAAP for other areas of ASC 740 by clarifying and amending existing guidance. ASU

2019-12

Haymaker III [Member]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

10-K

as filed with the SEC on April 7, 2022. The accompanying condensed balance sheet as of December 31, 2021 has been derived from

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Class A Common Stock Subject to Possible Redemption

480-10-S99,

paid-in

capital (to the extent available) and accumulated deficit.

As of March 31, 2022 and December 31 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds from the Initial Public Offering	$	317,500,000
Less:
Proceeds allocated to Public Warrants		(16,748,125	)
Issuance costs allocated to Class A common stock		(17,019,720	)
Plus:
Accretion of carrying value to redemption value		33,767,845

Class A common stock subject to possible redemption	$	317,500,000

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1

of other offering costs). As such, during the three months ended March 31, 2021, the Company recorded

$17,019,720

of offering costs as a reduction of temporary equity in connection with the shares of Class A common stock included in the Units, and the Company expensed

$966,646 of offering costs allocated to the Public Warrants and Private Placement Warrants that were classified as liabilities.

Warrant Liabilities

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

non-cash

Working Capital Loans - Related Party

The Company accounts for the Working Capital Loans under ASC 815. The Company has made the election under 815-15-25 to account for the notes under the fair value option. Using the fair value option, the Working Capital Loans are required to be recorded at their initial fair value on the date of issuance, and each balance sheet thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statement of operations.

Income Taxes

more-likely-than-not

Net Income (Loss) Per Share of Common Stock

private placement, along with the warrants issuable upon conversion of the Working Capital Loan (as defined in Note 5) to purchase an aggregate

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share amounts):


	Three Months Ended March 31
	2022				2021
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per share
Numerator:
Net income (loss)	$	939,586	$	234,896	$	(2,187,957	)	$	(1,755,417	)

Denominator:
Basic and diluted weighted average shares outstanding		31,750,000		7,937,500		9,505,556			7,626,389
Basic and diluted net income (loss) per share	$	0.03	$	0.03	$	(0.23	)	$	(0.23	)

Concentration of Credit Risk

Fair Value of Financial Instruments

The carrying amounts reflected in the balance sheets for cash, prepaid expenses, accrued expense, and franchise tax payable approximate fair value due to their short-term nature.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Class A Common Stock Subject to Possible Redemption

480-10-S99,

As of December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table:


Gross proceeds from the Initial Public Offering	$	317,500,000
Less:
Proceeds allocated to Public Warrants		(16,748,125	)
Issuance costs allocated to Class A common stock		(17,019,720	)
Plus:
Remeasurement of carrying value to redemption value		33,767,845

Class A common stock subject to possible redemption—December 31, 2021	$	317,500,000

There were no shares of Class A common stock outstanding as of December 31, 2020.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A—

Expenses of Offering

Warrant Liabilities

Distinguishing Liabilities from Equity

(“ASC 480”) and ASC 815,

Derivatives and Hedging

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

non-cash

gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a binomial lattice model and the fair value of the Private Warrants was

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740—

Income Taxes

more-likely-than-not

Net Income Per Share of Common Stock

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	For the Year ended December 31, 2021					For the Period from July 6, 2020 (inception) Through December 31, 2020
	Class A			Class B		Class A		Class B
Numerator:
Net income - Basic	$	8,553,085		$	2,559,825		—	$	—
Effect of dilutive securities:
Class B common stock subject to forfeiture		(49,156	)		49,156		—		—

Net income - Diluted	$	8,503,929		$	2,608,981		—	$	—


	For the Year ended December 31, 2021				For the Period from July 6, 2020 (inception) Through December 31, 2020
	Class A		Class B		Class A		Class B

Denominator:
Weighted average shares outstanding - Basic		26,265,068		7,860,788		—		7,500,000
Effect of dilutive securities:
Class B common stock subject to forfeiture		—		197,260		—		—

Weighted average shares outstanding - Diluted		26,265,068		8,058,048		—		7,500,000

Basic net income per share	$	0.33	$	0.33		—	$	0.00
Diluted net income per share	$	0.32	$	0.32		—	$	0.00

Concentration of Credit Risk

Fair Value of Financial Instruments

The Company applies ASC Topic 820,

Fair Value Measurement

The carrying amounts reflected in the balance sheets for cash, prepaid expenses, accrued expense, and franchise tax payable approximate fair value due to their short-term nature.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2020-06,

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. ASU

2020-06

effective January 1, 2021 using the full retrospective method of transition. The adoption of ASU

2020-06

did not have a material impact on the financial statements for the fiscal year ended December 31, 2021.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Commitments And Contingencies - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Nov. 04, 2021	Sep. 30, 2021	Sep. 12, 2021	Sep. 09, 2021
Commitments [Line Items]
Payments for underwriting expense	$ 6,350,000
Haymaker III [Member]
Commitments [Line Items]
Under writing discount percentage	(2.00%)			2.00%
Proceeds from issuance initial public offering	$ 0	$ 311,150,000	$ 0	$ 311,150,000
Under writing additional discount percentage	(3.50%)			3.50%
Deferred underwriting commission	$ 11,112,500			$ 11,112,500
Payments for underwriting expense	6,350,000			6,350,000
Haymaker III [Member] \| Advisor One [Member] \| Placement And Advisory Fees [Member]
Commitments [Line Items]
Commitment fee to pay only upon the closing of the business combination								$ 3,000,000
Haymaker III [Member] \| Second Advisor [Member] \| Placement And Advisory Fees [Member]
Commitments [Line Items]
Commitment fee to pay only upon the closing of the business combination							$ 6,500,000
Haymaker III [Member] \| Third Advisor [Member] \| Placement And Advisory Fees [Member]
Commitments [Line Items]
Commitment fee to pay only upon the closing of the business combination						$ 4,000,000
Haymaker III [Member] \| Fourth Advisor [Member] \| Placement And Advisory Fees [Member]
Commitments [Line Items]
Commitment fee to pay only upon the closing of the business combination					$ 200,000
Percentage of fee to pay equal to greater of total gross received from sale of securities from investors					4.00%
Haymaker III [Member] \| Deferred Underwriting Commission Payable [Member]
Commitments [Line Items]
Deferred compensation liability, classified noncurrent	11,112,500			11,112,500
Haymaker III [Member] \| IPO [Member]
Commitments [Line Items]
Proceeds from issuance initial public offering	$ 317,500,000			$ 317,500,000

Income Tax

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Tax

The income tax provision for the year ended December 31, 2021 consists of the following:


Federal
Current	$	—
Deferred		(240,421	)
State
Current		—
Deferred		—
Change in valuation allowance		240,421

Income tax provision	$	—

The Company’s net deferred tax assets (liabilities) as of December 31, 2021 is as follows:


Deferred tax assets:
Start-up costs	$	215,597
Net operating loss carryforwards		42,000

Total deferred tax assets		257,597
Valuation allowance		(240,421	)
Deferred tax liabilities:
Unrealized gain on investments		(17,176	)

Total deferred tax liabilities		(17,176	)

Deferred tax assets, net of allowance	$	—

As of December 31, 2021, the Company has available U.S. federal operating loss carry forwards of approximately $200,000 that may be carried forward indefinitely.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $240,421.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Fair value measurements - Additional Information (Detail) - Haymaker III [Member] - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 31, 2022	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2021
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 11.5
Gain recognized on change in fair value of warrants liabilities	$ 619,543	$ 2,351,375	$ 0	$ 18,826,459
Proceeds received in excess of initial fair value of convertible promissory note related party	$ 136,827
Public Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.55			$ 0.72

Inventory, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventory, net consists of the following:


	March 31, 2022			December 31, 2021
Product Inventory - Pellets	$	6,318		$	6,318
Less: obsolete and expired pellet allowance		(1,416	)		(1,356	)

		4,902			4,962

Product Inventory - Nutraceuticals		4,472			4,849
Less: obsolete and expired nutraceutical allowance		(196	)		(196	)

		4,276			4,653

Net Inventory	$	9,178		$	9,615

Inventory, net consists of the following (in thousands):


	2021			2020
Product Inventory - Pellets	$	6,318		$	5,404
Less: obsolete and expired pellet allowance		(1,356	)		(1,080	)

		4,962			4,324

Product Inventory - Dietary supplements		4,849			—
Less: obsolete and expired dietary supplement allowance		(196	)		—

		4,653			—

Net Inventory	$	9,615		$	4,324

Revenue Recognition - Summary of Significant changes in contract liability (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Deferred Revenue
Disclosure In Tabular Form Of Change In Contract With Customer Liability [Line Items]
Revenue recognized that was included in the contract liability balance at the beginning of the period	$ (705)	$ (587)	$ (2,048)	$ (2,584)	$ (2,381)
Increases due to cash received, excluding amounts recognized as revenue during the period:	567	410	1,022	1,100	1,622
Transfers between current and non-current liabilities due to the expected revenue recognition period	193	236	697	944	961
Total increase(decrease) in contract liabilities:	55	59	(329)	(540)	202
Deferred Revenue, Long-term
Disclosure In Tabular Form Of Change In Contract With Customer Liability [Line Items]
Revenue recognized that was included in the contract liability balance at the beginning of the period	0	0	0	0	0
Increases due to cash received, excluding amounts recognized as revenue during the period:	283	217	652	605	934
Transfers between current and non-current liabilities due to the expected revenue recognition period	(193)	(236)	(697)	(944)	(961)
Total increase(decrease) in contract liabilities:	$ 90	$ (19)	$ (45)	$ (339)	$ (27)

Revenue Recognition (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Disclosure In Tabular Form Of Disaggregation Of Revenue Based On Products [Table Text Block]

Revenues recognized for each revenue stream are as follows:


Financial Statement Caption	Revenue Stream	For the three months ended March 31,
Product revenue:		2022		2021
	Pellet Procedures	$	30,808	$	25,410
	Nutraceuticals		5,704		5,574
	Disposable trocars		233		199
	Shipping fees		13		10

Total product revenue			36,758		31,193
Service revenue:
	Training	$	165	$	110
	Contract-term services		220		240

Total service revenue			385		350

Total revenue		$	37,143	$	31,543

Revenues recognized for each revenue stream are as follows (in thousands):


Financial Statement Caption	Revenue Stream	For the year ended December 31,
Product revenue:		2021		2020		2019
	Pellet procedures	$	109,465	$	92,773	$	90,132
	Dietary supplements		27,241		20,887		17,562
	Disposable trocars		860		921		573
	Shipping fees		32		59		48

Total product revenue			137,598		114,640		108,315

Service revenue:
	Training	$	859	$	949	$	705
	Contract-term services		939		979		956

Total service revenue			1,798		1,928		1,661

Total revenue		$	139,396	$	116,568	$	109,976

Summary of revenues recognized by geographic region

Revenues recognized by geographic region are as follows:


Financial Statement Caption	Country	For the three months ended March 31,
Product revenue:		2022		2021
	United States		36,690		31,162
	All Other		68		31

Total product revenue			36,758		31,193
Service revenue:
	United States		384		350
	All Other		1		—

Total service revenue			385		350

Total revenue			37,143		31,543

Revenues recognized by geographic region are as follows (in thousands):


Financial Statement Caption	Country	For the year ended December 31,
Product revenue:		2021		2020		2019
	United States		137,349		114,557		108,176
	All other		249		83		139

Total product revenue			137,598		114,640		108,315

Service revenue:
	United States		1,798		1,928		1,661
	All other		—		—		—

Total service revenue			1,798		1,928		1,661

Total revenue			139,396		116,568		109,976

Summary of Significant changes in contract liability

Significant changes in contract liability balances are as follows:


	2022						2021
Description of change	Deferred Revenue			Deferred Revenue, Long-term			Deferred Revenue			Deferred Revenue, Long-term
Revenue recognized that was included in the contract liability balance at the beginning of the period		(705	)		—			(587	)		—
Increases due to cash received, excluding amounts recognized as revenue during the period:		567			283			410			217
Transfers between current and non-current liabilities due to the expected revenue recognition period:		193			(193	)		236			(236	)
Other changes to the balance:		—			—			—			—

Total increase(decrease) in contract liabilities:	$	55		$	90		$	59		$	(19	)

Significant changes in contract liability balances are as follows (in thousands):


	For the year ended December 31,
	2021						2020						2019
Description of change	Deferred Revenue			Deferred Revenue, Long-term			Deferred Revenue			Deferred Revenue, Long-term			Deferred Revenue			Deferred Revenue, Long-term
Revenue recognized that was included in the contract liability balance at the beginning of the period		(2,048	)		—			(2,584	)		—			(2,381	)		—

Increases due to cash received, excluding amounts recognized as revenue during the period:		1,022			652			1,100			605			1,622			934

Transfers between current and non-current liabilities due to the expected revenue recognition period:		697			(697	)		944			(944	)		961			(961	)

Other changes to the balance:		—			—			—			—			—			—

Total increase(decrease) in contract liabilities:	$	(329	)	$	(45	)	$	(540	)	$	(339	)	$	202		$	(27	)

Summary of Consideration allocated to performance obligations

Consideration allocated to performance obligations are as follows:


	March 31, 2022		December 31, 2021
Unsatisfied training obligations - Current	$	93	$	67

Unsatisfied contract-term services - Current		907		849
Unsatisfied contract-term services - Long-term		599		543

Total allocated to unsatisfied contract-term services		1,507		1,392

Unsatisfied pellet procedures - Current		780		789
Unsatisfied pellet procedures - Long-term		272		258

Total allocated to unsatisfied pellet procedures		1,052		1,047

Total Deferred Revenue - Current	$	1,780	$	1,705

Total Deferred Revenue - Long-term	$	872	$	802


	For the year ended December 31,
	2021		2020		2019
Unsatisfied training obligations - Current	$	67	$	57	$	50

Unsatisfied contract-term services - Current		849		862		932
Unsatisfied contract-term services - Long-term		544		551		737

Total allocated to unsatisfied contract-term services		1,393		1,413		1,669

Unsatisfied pellet procedures - Current		789		1,125		1,601
Unsatisfied pellet procedures - Long-term		258		284		436

Total allocated to unsatisfied pellet procedures		1,047		1,409		2,038

Total Deferred Revenue - Current	$	1,705	$	2,044	$	2,584

Total Deferred Revenue - Long-term	$	802	$	836	$	1,173

Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued professional fees	$ 133	$ 1,192	$ 50
Accrued employee related costs	2,081	2,213	1,359
Accrued merchant fees	0	184	137
Accrued interest	26	27	38
Legal accrual	0	1,302
Other	924	1,093	398
Total	$ 3,164	$ 6,011	$ 1,982

Summary of Significant Accounting Policies - Summary of Class A Ordinary Shares Reflected in the Condensed Balance Sheets are Reconciled (Detail) - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021
Haymaker III [Member]
Gross proceeds from the Initial Public Offering	$ 0	$ 311,150,000	$ 0	$ 311,150,000
Class A common stock subject to possible redemption	317,500,000		$ 0	317,500,000
Common Class A [Member]
Gross proceeds from the Initial Public Offering	317,500,000
Proceeds allocated to Public Warrants	(16,748,125)
Issuance costs allocated to Class A common stock	(17,019,720)
Accretion of carrying value to redemption value	33,767,845
Class A common stock subject to possible redemption	$ 317,500,000
Common Class A [Member] \| Haymaker III [Member]
Gross proceeds from the Initial Public Offering				317,500,000
Proceeds allocated to Public Warrants				(16,748,125)
Issuance costs allocated to Class A common stock				(17,019,720)
Accretion of carrying value to redemption value				33,767,845
Class A common stock subject to possible redemption				$ 317,500,000

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
Condensed Statements of Operations - USD ($)	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021
Income(Loss) from operations	$ 9,763,000	$ 9,393,000		$ 34,561,000
Net income (loss)	9,350,000	8,841,000		32,619,000
Haymaker III [Member]
Operating and formation costs	1,190,366	58,560	$ 0	3,121,694
Franchise tax expense	50,000	49,315	0	200,000
Income(Loss) from operations	(1,240,366)	(107,875)	0	(3,321,694)
Transaction costs allocated to warrant liabilities	0	(962,447)	0	(966,646)
Unrealized gain on investments held in Trust Account	64,273	14,405
Net gain on investments held in Trust Account			0	81,791
Excess of private placement warrant fair value over purchase price	0	(3,507,000)	0	(3,507,000)
Change in fair value of convertible promissory note - related party	(800)	0
Change in fair value of warrant liabilities	2,351,375	619,543		18,826,459
Net income (loss)	1,174,482	(3,943,374)	$ 0	$ 11,112,910
Common Class A [Member] \| Haymaker III [Member]
Net income (loss)	$ 939,586	$ (2,187,957)
Basic and diluted weighted average shares outstanding	31,750,000	9,505,556	0	26,265,068
Basic and diluted net income (loss) per share	$ 0.03	$ (0.23)
Basic net income per share			$ 0	$ 0.33
Diluted net income per share			$ 0	$ 0.32
Basic weighted average shares outstanding			0	26,265,068
Diluted weighted average shares outstanding			0	26,265,068
Common Class B [Member] \| Haymaker III [Member]
Net income (loss)	$ 234,896	$ (1,755,417)
Basic and diluted weighted average shares outstanding	7,937,500	7,626,389
Basic and diluted net income (loss) per share	$ 0.03	$ (0.23)
Basic net income per share			$ 0	$ 0.33
Diluted net income per share			$ 0	$ 0.32
Basic weighted average shares outstanding			7,500,000	7,860,788
Diluted weighted average shares outstanding			7,500,000	8,058,048

Subsequent Events

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Subsequent Event [Line Items]

Subsequent Events

14.	SUBSEQUENT EVENTS

The Company evaluated subsequent events from March 31, 2022, the date of these condensed consolidated financial statements, through June 2, 2022 which represents the date the condensed consolidated financial statements were available to be issued, for events requiring adjustment to or disclosure in these condensed consolidated financial statements. Except as noted below, are no material events that require adjustment to or disclosure in these condensed consolidated financial statements.

On May 26, 2022 (the “Closing Date”), the Company completed the transactions contemplated by the business combination agreement with Haymaker described in Note 1 (the “Business Combination”). The Business Combination will be accounted for as a common control transaction, in accordance with GAAP, as the Company’s founder is deemed to have continued control over the combined company for accounting purposes. Under this method of accounting, Haymaker’s acquisition of the Company will be accounted for at the Company’s historical carrying values, and the Company will be deemed the predecessor entity. This

method of accounting is similar to a reverse recapitalization whereby the Business Combination will be treated as the equivalent of the Company issuing stock for the net asset of Haymaker, accompanied by a recapitalization. The net assets of Haymaker will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of the Company.

In connection with the Business Combination, a number of ancillary transactions were consummated on the Closing Date, including the following:

•

The Company entered into a Second Amended and Restated Operating Agreement (the “A&R OA”), which, among other things, (i) provided for a recapitalization of the Company’s ownership structure into a single class of Class A common units, (ii) designated Haymaker as the sole manager of the Company, (iii) provides members with the right to exchange their Class A common units in the Company for shares of Class A common stock in Haymaker, and (iv) otherwise amended and restated the rights and preferences of the Company’s units.

•

Haymaker acquired 9,161,771 Class A common units, representing a 13.5% interest in the Company.

•

The Company entered into a tax receivable agreement (the “Tax Receivable Agreement”), which provides for, among other things, payment by Haymaker to the Company’s members of 85% of the U.S. federal, state and local income tax savings realized by Haymaker as a result of the increases in tax basis and certain other tax benefits related to the transactions contemplated under the Business Combination agreement and the redemption of the Company’s units in exchange for Class A common stock of Haymaker.

•

The Company entered into a new credit agreement (the “Credit Agreement”) which provides for (i) a $50,000,000 senior secured revolving credit facility (the “Revolving Loans”) and (ii) a $125,000,000 senior secured term loan A credit facility, which was borrowed in full on the closing date (the “Term Loan” and, together with the Revolving Loans, collectively, the “Loans”). The Company used the proceeds of the Loans to refinance and replace its existing revolving credit facility described in Note 8 and for general corporate purposes.

•

On May 18, 2022, Biote Medical and Gary S. Donovitz, MD, the founder of BioTE Medical (the “Founder Advisor”), entered into a Founder Advisory Agreement, effective as of, and contingent upon, the Closing (the “Founder Advisory Agreement”). Pursuant to the Founder Advisory Agreement, the Founder Advisor will transition from an officer and manager of Biote Medical into the role of Founder Advisor and Senior Advisor (as defined in the Founder Advisory Agreement) as of the Closing. Pursuant to the Founder Advisory Agreement, Founder Advisor will provide strategic advisory services to Biote Medical for a period of four years, unless terminated earlier pursuant to the terms of the Founder Advisory Agreement, and will receive an annual fee equal to $300,000 per year, continued coverage under Biote Medical’s employee benefits and reimbursement for reasonable business expenses.

•

On May 18, 2022, Biote Medical entered into an Independent Contractor Agreement with Lani D. Consulting, a company affiliated with Lani Hammonds Donovitz, the wife of Gary S. Donovitz, MD, Biote’s founder and one of our five percent or greater shareholders (the “New Independent Contractor Agreement”). Immediately upon the Closing, the New Independent Contractor Agreement will replace the Independent Contractor Agreement, dated as of May 3, 2021, between Lani D. Consulting and Biote Medical. Pursuant to the New Independent Contractor Agreement, Lani D. Consulting will provide certain services to Biote Medical for a period of four years, unless terminated earlier pursuant to the terms of the New Independent Contractor Agreement, and will receive an annual fee equal to $250,000 per year and reimbursement for reasonable business expenses.

•

The Business Combination constituted a change in control or qualifying liquidity event with respect to the Company’s Class AAAA Incentive Units described in Note 9. As such, the Class AAAA Incentive Units vested and the Company recognized compensation expense of approximately $50.0 million on the Closing Date.

•

The Business Combination constituted a change in control or qualifying liquidity event with respect to the Company’s Phantom Equity Rights described in Note 9. As such, the Company will recognize the awards total grant-date fair value of approximately $40.3 million over the up to two-year period from the Closing Date until the awards vest.

14. SUBSEQUENT EVENTS

The Company evaluated subsequent events from December 31, 2021, the date of these consolidated financial statements, through April 7, 2022, which represents the date the consolidated financial statements were issued, for events requiring adjustment to or disclosure in these consolidated financial statements. There are no material events that require adjustment to or disclosure in these consolidated financial statements.

Haymaker III [Member]

Subsequent Event [Line Items]

Subsequent Events

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than those identified below, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the condensed financial statements.

On May 5, 2022, the Company filed a definitive proxy statement with the SEC setting forth all of the information relating to the Business Combination, as disclosed in Note 1, and inviting the Company’s stockholders to attend the special meeting in lieu of the 2022 annual meeting of the stockholders on May 24, 2022, at 10:00 a.m., Eastern time, to approve, among other things, the Business Combination Agreement and the Business Combination.

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the event described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On February 28, 2022, the Company entered into a Working Capital Loan (see Note 5) with the Sponsor (the “Sponsor Working Capital Loan”) in the amount of $350,000, pursuant to which the Company received proceeds of $208,827. The Sponsor Working Capital Loan is

non-interest

Fair value measurements

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Haymaker III [Member]

Fair Value Assets Measured On Recurring Basis [Line Items]

Fair value measurements

NOTE 9. FAIR VALUE MEASUREMENTS


Description	Amount at Fair Value		Level 1		Level 2		Level 3
March 31, 2022
Assets
Investments held in Trust Account:
Money Market investments	$	317,582,318	$	317,582,318	$	—	$	—
Liabilities
Warrant liability – Public Warrants	$	4,365,625	$	4,365,625	$	—	$	—
Warrant liability – Private Placement Warrants	$	3,061,666	$	—	$	—	$	3,061,666
Convertible promissory note - related party	$	72,800	$	—	$	—	$	72,800
December 31, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	317,581,791	$	317,581,791	$	—	$	—
Liabilities
Warrant liability – Public Warrants	$	5,715,000	$	5,715,000	$	—	$	—
Warrant liability – Private Placement Warrants	$	4,063,666	$	—	$	—	$	4,063,666

The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of March 31, 2022 and December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker HYACW. The quoted price of the Public Warrants, on NASDAQ, beginning on April 29, 2021, was

0.55

and $

0.72

per warrant as of March 31, 2022 and December 31, 2021, respectively.

The Company utilizes a Black-Scholes Option Pricing Model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the condensed statements of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in April 2021 after the Public Warrants were separately listed and traded.

The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants:


	At March 4, 2021 (Initial Measurement)
Stock Price on Valuation Date	$	10.00
Strike price (Exercise Price per Share)	$	11.50
Probability of completing a Business Combination		85.0	%
Term (in years)		6.6
Volatility		4% pre-merger/ 34% post-merger
Risk-free rate		1.1	%
Fair value per warrant	$	2.11

The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants:


	As of March 31, 2022			As of December 31, 2021

Stock price	$	9.88		$	9.80
Strike price	$	11.50		$	11.50
Probability of completing a Business Combination		N/A	*		N/A	*
Dividend yield		—	%		—	%
Term (in years)		5.3			5.8
Volatility		7.3	%		11.3	%
Risk-free rate		2.4	%		1.3	%
Fair value per warrant	$	0.55		$	0.73

*	The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants.


	As of March 31, 2022			As of February 14, 2022 (Initial Measurement)			As of February 9, 2022 (Initial Measurement)			As of February 4, 2022 (Initial Measurement)

Warrant price	$	0.55		$	0.36		$	0.44		$	0.47
Conversion price	$	1.50		$	1.50		$	1.50		$	1.50
Expected term		0.3			0.4			0.4			0.4
Warrant volatility		123.0	%		91.0	%		89.0	%		89.0	%
Risk free rate		0.5	%		0.6	%		0.4	%		0.4	%
Discount rate		9.9	%		9.8	%		9.9	%		9.9	%
Probability of completing initial Business Combination		35	%		35	%		35	%		35	%
Fair value convertible promissory note - related party	$	72,800		$	14,800		$	27,600		$	29,600

The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value:


Fair value as of December 31, 2020	$	—
Initial measurement of Public Warrants and Private Placement Warrants as of March 4, 2021		27,185,000
Additional warrants issued in over-allotment		1,420,125
Transfer of Public Warrants to Level 1 measurement		(16,748,125	)
Change in valuation inputs or other assumptions		(7,793,334	)

Fair value as of December 31, 2021		4,063,666
Initial measurement of draw on convertible promissory note - related party on February 4, 2022		29,600
Initial measurement of draw on convertible promissory note - related party on February 9, 2022		27,600
Initial measurement of draw on convertible promissory note - related party on February 14, 2022		14,800
Change in valuation inputs or other assumptions		(1,001,200	)

Fair value as of March 31, 2022	$	3,134,466

The Company recognized gains in connection with changes in the fair value of warrant liabilities of $2,351,375 and $619,543

within change in fair value of warrant liabilities in the Condensed Statements of Operations for the three months ended March 31, 2022 and March 31, 2021, respectively. The Company recognized a loss on the change in fair value of convertible promissory note - related party of $800 in the condensed statement of operations for the three months ended March 31, 2022. The aggregate amount by which the cash proceeds from the draws on the convertible promissory note – related party was in excess of fair value on the initial measurement dates of $136,827 is reflected as a contribution to additional paid-in capital during the three months ended March 31, 2022.

NOTE 10. FAIR VALUE MEASUREMENTS


Description	Amount at Fair Value		Level 1		Level 2		Level 3
December 31, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	317,581,791	$	317,581,791	$	—	$	—
Liabilities
Warrant liability – Public Warrants	$	5,715,000	$	5,715,000	$	—	$	—
Warrant liability – Private Placement Warrants	$	4,063,666	$	—	$	—	$	4,063,666

The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker HYACW. The quoted price of the Public Warrants, on NASDAQ, beginning on April 29, 2021, was $0.72 per warrant as of December 31, 2021.

The Company utilizes a Black-Scholes Option Pricing Model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

The following table provides the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants:


	At March 4, 2021 (Initial Measurement)
Stock Price on Valuation Date	$	10.00
Strike price (Exercise Price per Share)	$	11.50
Probability of completing a Business Combination		85.0	%
Term (in years)		6.6
Volatility		4% pre-merger / 34% post-merger
Risk-free rate		1.1	%
Fair value of warrants	$	2.11

The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants:


	As of March 4, 2021 (Initial Measurement)			As of December 31, 2021
Stock price	$	10.00		$	9.80
Strike price	$	11.50		$	11.50
Probability of completing a Business Combination		85.0	%		N/A	*
Dividend yield		—	%		—	%
Term (in years)		6.6			5.8
Volatility		27.4	%		11.3	%
Risk-free rate		1.1	%		1.3	%
Fair value of warrants	$	2.13		$	0.73

*	The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants.

The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value:


Fair value as of December 31, 2020	$	—
Initial measurement of Public Warrants and Private Placement Warrants as of March 4, 2021		27,185,000
Additional warrants issued in over-allotment		1,420,125
Transfer of Public Warrants to Level 1 measurement		(16,748,125	)
Change in valuation inputs or other assumptions		(7,793,334	)

Fair value as of December 31, 2021	$	4,063,666

The Company recognized gains in connection with changes in the fair value of warrant liabilities of $18,826,459 within change in fair value of warrant liabilities in the Statements of Operations for the year ended December 31, 2021 and $0 for the period from July 6, 2020 (inception) through December 31, 2020.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Income tax - Additional Information (Detail)	Dec. 31, 2021 USD ($)
Valuation Allowance [Line Items]
Deferred Tax Assets, Valuation Allowance	$ 240,421
Domestic Country
Valuation Allowance [Line Items]
Deferred Tax Assets, Valuation Allowance	240,421
Operating Loss Carryforwards	$ 200,000

Leases

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Leases [Abstract]

Leases

10.

LEASES

On July 1, 2014, BioTE entered into a contract to lease office space in the Las Colinas Business Center in Irving, TX. Subsequent to execution of the contract, the Company revised the lease to include additional space and extend the lease term through June 30, 2023. The Company was not a party to any lease arrangements prior to this lease.

The Company recognizes operating lease expense on a straight-line basis over the lease term. The Company utilizes the straight-line method of recognizing lease expense. The following table contains a summary of the lease costs recognized under ASC 842 and supplemental cash flow information for leases for the three months ended March 31, 2022 and 2021:


Operating Lease	The three months ended March 31,
	2022		2021
Fixed lease expense	$	61	$	61

Total lease cost		61		61

Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	64	$	64

The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of

right-of-use


Lease	March 31,			December 31
	2022			2021
Assets
Operating lease right-of-use assets	$	298		$	356

Total lease assets	$	298		$	356

Liabilities
Current
Operating lease liabilities	$	250		$	248
Noncurrent
Operating lease liabilities		64			127

Total lease liabilities	$	314		$	375

Weighted-average remaining lease term — operating leases (years)		1.25			1.50
Weighted-average discount rate — operating leases		3.75	%		3.75	%

The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to our total lease obligation:


Maturity of Lease Liabilities	The three months ended March 31, 2022
	Operating Lease
2022 (remaining nine months)	$	193
2023		128
2024		—
2025		—
Thereafter		—

Total lease payments		321

Less: interest		(7	)
Present value of lease liabilities	$	314

10. LEASES

On July 1, 2014, the Company entered into a contract to lease office space in the Las Colinas Business Center in Irving, TX. Subsequent to execution of the contract, the Company revised the lease to include additional space and extend the lease term through June 30, 2023. The Company was not a party to any lease arrangements prior to this lease.


Operating Leases	The year ended December 31,
	2021		2020		2019
Fixed lease expense	$	244	$	244		244

Total lease cost		244		244	$	244

Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	257	$	257	$	257

The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of

right-of-use

assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company’s operating leases (asset and liability amounts are in thousands):


Leases	December 31
	2021			2020
Assets
Operating lease right-of-use assets	$	356		$	582

Total lease assets	$	356		$	582

Liabilities
Current
Operating lease liabilities	$	248		$	239
Noncurrent
Operating lease liabilities		127			375

Total lease liabilities	$	375		$	614

Weighted-average remaining lease term—operating leases (years)		1.50			2.50
Weighted-average discount rate—operating leases		3.75	%		3.75	%

The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to our total lease obligation (in thousands):


Maturity of Lease Liabilities	The year ended December 31, 2021
	Operating Leases
2022	$	257
2023		128
2024		—
2025		—
Thereafter		—

Total lease payments		385
Less: interest		(10	)

Present value of lease liabilities	$	375

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Common unit no par value		$ 0	$ 0
Common units Issued	1,013,197	1,013,197	1,013,196
Common units ouststanding	982,800	982,800	982,800
Haymaker III [Member]
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Common Stock, Shares Authorized		200,000,000	200,000,000
Common Class B [Member] \| Haymaker III [Member]
Common unit no par value	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	20,000,000	20,000,000	20,000,000
Common units Issued	7,937,500	7,937,500	8,625,000
Common units ouststanding		7,937,500	8,625,000
Class A Common Unit [Member]
Common unit no par value	$ 0	$ 0
Common units Issued	16,721	16,721	16,721
Common units ouststanding	16,721	16,721	16,721
Class A Common Unit [Member] \| Haymaker III [Member]
Temporary equity par or stated value per share	$ 10	$ 10	$ 10
Common unit no par value	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	200,000,000	200,000,000	200,000,000
Common units Issued	0	0	0
Common units ouststanding	0	0	0
Common stock shares subject to possible redemption	31,750,000	31,750,000	0
Class AA Common Unit [Member]
Common unit no par value	$ 0	$ 0
Common units Issued	903,079	903,079	903,079
Common units ouststanding	903,079	903,079	903,079
Class AAA Common Unit [Member]
Common unit no par value	$ 0	$ 0
Common units Issued	60,000	60,000	60,000
Common units ouststanding	60,000	60,000	60,000
Class AAAA Common Unit [Member]
Common unit no par value	$ 0	$ 0	$ 0
Common units Issued	33,397	33,397	33,396
Common units ouststanding	3,000	3,000	3,000

Earnings Per Common Unit (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of net income (loss) per common unit:


	For the three months ended March 31,
	2022			2021
Net income per unit
Numerator
Net Income	$	9,350		$	8,841
Income allocated to participating securities		—			—

Numerator for basic net income per unit		9,350			8,841

Effect of dilutive securities on allocated net income to common units
Class A, AA, and AAA		—			—

Numerator for diluted net income per unit		9,350			8,841

Denominator (Weighted average units outstanding)
Class A, AA, and AAA		979,800			979,800
Effect of dilutive securities on weighted average units outstanding
Class A, AA, and AAA		—			—

Denominator for diluted net income per weighted average common units		979,800			979,800

Net income per common unit
Class A, Class AA, and Class AAA
Basic and diluted	$	9.54		$	9.02
Basic and diluted weighted average common units outstanding		979,800			979,800
Percentage allocated to common members		100.0	%		100.0	%

The following table sets forth the computation of net income (loss) per common unit:


	Year ended December 31,
	2021			2020			2019
Net income (loss) per unit
Numerator
Net Income (loss)	$	32,619		$	29,162		$	21,287
Income allocated to participating securities		—			—			—

Numerator for basic net income (loss) per unit		32,619			29,162			21,287

Effect of dilutive securities on allocated net income to common units
Class A, AA, and AAA		—			—			—

Numerator for diluted net income (loss) per unit		32,619			29,162			21,287

Denominator (Weighted average units outstanding)
Class A, AA, and AAA		979,800			979,800			979,800
Effect of dilutive securities on weighted average units outstanding
Class A, AA, and AAA		—			—			—

Denominator for diluted net income (loss) per weighted average common units		979,800			979,800			979,800

Net income (loss) per common unit
Class A, Class AA, and Class AAA
Basic and diluted	$	33.29		$	29.76		$	21.73
Basic and diluted weighted average common units outstanding		979,800			979,800			979,800
Percentage allocated to common members		100.0	%		100.0	%		100.0	%

Long-Term Debt

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Debt Disclosure [Abstract]

Long-Term Debt

8.	LONG-TERM DEBT

In May 2019, the Company entered into a credit arrangement with a financial institution for $50,000, which bears an interest rate quoted as LIBOR + 300 Basis Points (BPS). At March 31, 2022 and December 31, 2021, the interest rate charged to the Company was approximately 3.4% and 3.1%, respectively. Additionally, the average rate paid during the three months ending March 31, 2022 and year ended December 31, 2021 was 3.2% and 3.5%, respectively. The credit arrangement matures in May of 2024. The term note is secured by a general security agreement covering all of the Company’s assets and requires principal payments of $1,250 in quarterly installments on the last day of each calendar quarter, commencing on September 30, 2019, with repayment of the outstanding amount of the note due on maturity. As of March 31, 2022 and December 31, 2021, the outstanding principal on this note payable was $36,250 and $37,500, respectively.

The credit arrangement also included a line of credit arrangement, under which the Company could borrow up to $10,000. The line expires in May of 2024 and is secured by all assets of the Company. The Company has not drawn on the line of credit during the three months ended March 31, 2022 or during the year ended December 31, 2021.

The credit agreement includes covenants customary for credit facilities of these types that limit the ability of the Company and its subsidiaries to, among other things, create or assume liens on assets, make certain types of investments, incur other indebtedness, merge, dissolve, or liquidate the Company, or declare dividends in excess of those needed to meet the income tax burdens of the members. The credit agreement also includes a financial covenant that requires the Company to maintain a ratio of indebtedness to trailing

12-month

EBITDA of no greater than 3.00:1 through the fiscal quarter ended September 30, 2020, and 2.50:1 thereafter, and a financial covenant that requires the Company to maintain a ratio of trailing

12-month

EBIDTA, adjusted for capital expenditures, taxes, and distributions to principal and interest repayments of at least 1.25:1 in each fiscal quarter. Violation of any of these covenants is considered an event of default. If an event of default is continuing, the Company may be required to immediately repay all amount outstanding under the credit agreement, and the lender may terminate any unused lines of credit. The Company was in compliance with all required covenants associated with this term note as of March 31, 2022.

In connection with obtaining the credit arrangement in May of 2019 the Company incurred lender’s fees and related attorney’s fees of $1,108. The Company capitalized these costs and is amortizing them to interest expense over the maturity of the term loan. The debt issuance costs are presented in the condensed consolidated balance sheet net of the related note payable. Amortization expense related to debt issuance costs was $55 and $55 for the three months ended March 31, 2022 and 2021, respectively.

Future maturities of long-term debt, excluding debt issuance costs, are as follows:


2022 (remaining nine months)	$	3,750
2023		5,000
2024		27,500

	$	36,250

8. LONG-TERM DEBT

The Company had a note payable with an original balance of $2,600, which matured in

April

2019

, and was paid in full. The note was unsecured and did not contain restrictive covenants. The note required monthly installments of $175 and bore interest at 5.50%.

In May 2019, the Company entered into a credit arrangement with a financial institution for $50,000, which bears an interest rate quoted as LIBOR + 300 basis points. At December 31, 2021, the interest rate charged to the company was approximately 3.1%, and the average rate paid during 2021 was 3.5%. The credit arrangement matures in May of 2024. The term note is secured by a general security agreement covering all of the Company’s assets and requires principal payments of $1,250 in quarterly installments on the last day of each calendar quarter, commencing on September 30, 2019, with repayment of the outstanding amount of the note due on maturity. As of December 31, 2021 and 2020, the outstanding principal on this note payable was $37,500 and $42,500, respectively.

The credit agreement includes covenants customary for credit facilities of these types that limit the ability of the Company and its subsidiaries to, among other things, create or assume liens on assets, make certain types of investments, incur other indebtedness, merge, dissolve, or liquidate the Company, or declare dividends in excess of those needed to meet the income tax obligations of the members. The credit agreement also includes a financial covenant that requires the Company to maintain a ratio of indebtedness to trailing

12-month

EBITDA of no greater than

3.00:1

through the fiscal quarter ended June 30, 2021, and

2.50:1

thereafter, and a financial covenant that requires the Company to maintain a ratio of trailing

12-month

EBITDA, adjusted for capital expenditures, taxes, and distributions to principal and interest repayments of at least

1.25:1

in each fiscal quarter. Violation of any of these covenants is considered an event of default. If an event of default is continuing, the Company may be required to immediately repay all amount outstanding under the credit agreement, and the lender may terminate any unused lines of credit. The Company was in compliance with all required covenants associated with this term note as of December 31, 2021.

In connection with obtaining the credit arrangement in May of 2019 the Company incurred lender’s fees and related attorney’s fees of $1,108. The Company capitalized these costs and is amortizing them to interest expense over the maturity of the term loan. The debt issuance costs are presented in the consolidated balance sheet net of the related note payable. Amortization expense related to debt issuance costs was $222, $222, and $127 for the year ended December 31, 2021, 2020, and 2019 respectively.

Future maturities of long-term debt, excluding debt issuance costs, are as follows:


2022	$	5,000
2023		5,000
2024		27,500

	$	37,500

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Fair value measurements - Summary of the significant inputs to the Monte Carlo Simulation for the fair value of the Private Warrants (Detail)

Mar. 31, 2022

$ / shares

Feb. 14, 2022

Feb. 09, 2022

Feb. 04, 2022

Dec. 31, 2021

$ / shares

Mar. 04, 2021

$ / shares

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Warrants and rights outstanding term

5 years

Haymaker III [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Warrants and rights outstanding term

5 years

Dividend yield | Haymaker III [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Warrants and Rights Outstanding, Measurement Input

9.9

9.8

9.9

Term (in years) | Haymaker III [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Warrants and Rights Outstanding, Measurement Input | yr

0.3

0.4

Risk-free rate | Haymaker III [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Warrants and Rights Outstanding, Measurement Input

0.5

0.6

0.4

Private Placement Warrants | Stock price | Haymaker III [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Sale of stock price per share

$ 9.88

$ 9.8

$ 10

Private Placement Warrants | Strike price | Haymaker III [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Average price risk option strike price

11.5

Private Placement Warrants | Probability of completing a Business Combination | Haymaker III [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Business combination contingent consideration, liability measurement input

^[1]

Private Placement Warrants | Dividend yield | Haymaker III [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Warrants and Rights Outstanding, Measurement Input

Private Placement Warrants | Term (in years) | Haymaker III [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Warrants and rights outstanding term

5 years 3 months 18 days

5 years 9 months 18 days

6 years 7 months 6 days

Private Placement Warrants | Volatility | Haymaker III [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Warrants and Rights Outstanding, Measurement Input

7.3

11.3

27.4

Private Placement Warrants | Risk-free rate | Haymaker III [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Warrants and Rights Outstanding, Measurement Input

2.4

1.3

1.1

Private Placement Warrants | Fair value of warrants | Haymaker III [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Warrants and Rights Outstanding, Measurement Input

0.73

2.13

[1]	The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants.

Property and Equipment, Net

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

5.	PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:


	March 31, 2022			December 31, 2021
Trocars	$	4,644		$	4,448
Leasehold improvements		1,028			254
Office equipment		238			223
Computer software		140			135
Furniture and fixtures		161			119
Computer Equipment		97			97
Construction in process		2			705

		6,310			5,981

Less: accumulated depreciation		(3,915	)		(3,646	)

	$	2,395		$	2,335

Total depreciation expense related to property and equipment, net was $269 and $175 for the three months ended March 31, 2022 and 2021, respectively and was included in selling, general, and administrative expense in the condensed consolidated statements of income and comprehensive income. The Company has not acquired any property and equipment under finance leases.

The Company’s property and equipment are all held within the United States.

5. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following (in thousands):


	2021			2020
Trocars	$	4,448		$	3,754
Leasehold improvements		254			254
Office equipment		223			204
Computer software		135			135
Furniture and fixtures		119			72
Computer equipment		97			97
Construction in process		705			—

		5,981			4,516

Less: accumulated depreciation		(3,646	)		(2,933	)

	$	2,335		$	1,583

Total depreciation expense related to property and equipment, net was $713, $676, and $669 for the years ended December 31, 2021, 2020, and 2019 respectively and was included in selling, general, and administrative expense in the consolidated statements of income and comprehensive income. The Company has not acquired any property and equipment under finance leases.

The Company’s property and equipment are all held within the United States.

Cover Page	3 Months Ended
Cover Page	Mar. 31, 2022
Document Information [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	biote Corp.
Entity Central Index Key	0001819253
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Inventory, Net - Schedule Of Inventory Current (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Inventory [Line Items]
Net Inventory	$ 9,178	$ 9,615	$ 4,324
Pellets [Member]
Inventory [Line Items]
Product Inventory	6,318	6,318	5,404
Less: obsolete and expired	(1,416)	(1,356)	(1,080)
Product Inventory Net	4,902	4,962	$ 4,324
Dietary Supplements [Member]
Inventory [Line Items]
Product Inventory	4,472	4,849
Less: obsolete and expired	(196)	(196)
Product Inventory Net	$ 4,276	$ 4,653

Private Placement - Additional Information (Detail) - USD ($)			3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 05, 2021	Mar. 04, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021
Stock issued during period, shares, new issues			31,750,000
Haymaker III [Member]
Stock issued during period, shares, new issues						31,750,000
Stock issued during period, value, issued for services					$ 25,000
Excess of private placement warrants fair value over purchase price			$ 0	$ 3,507,000	$ 0	$ 3,507,000
Private Placement Warrants [Member] \| Haymaker III [Member]
Number of warrants or rights outstanding			8,000,000
Sponse [Member] \| Haymaker III [Member]
Class of warrant or right, threshold period for exercise from date of closing public offering			30 days			30 days
Sponse [Member] \| Private Placement Warrants [Member]
Number of warrants or rights outstanding			5,566,666
Sponse [Member] \| Private Placement Warrants [Member] \| Haymaker III [Member]
Number of warrants or rights outstanding					0	5,566,666
Common Class A [Member]
Class of warrant or right, threshold period for exercise from date of closing public offering			15 days
Common Class A [Member] \| Haymaker III [Member]
Class of warrant or right, threshold period for exercise from date of closing public offering						15 days
Common Class A [Member] \| Sponse [Member]
Class of warrant or right, threshold period for exercise from date of closing public offering			30 days
Common Class A [Member] \| Sponse [Member] \| Haymaker III [Member]
Class of warrant or right, threshold period for exercise from date of closing public offering						30 days
Private Placement Warrants [Member]
Stock issued during period, shares, new issues		233,333	5,333,333
Shares issued price per share			$ 1.5
Stock issued during period, value, issued for services		$ 350,000
Private Placement Warrants [Member] \| Haymaker III [Member]
Stock issued during period, shares, new issues		233,333	5,333,333			5,333,333
Shares issued price per share			$ 1.5			$ 1.5
Number of warrants or rights outstanding						8,000,000
Stock issued during period, value, issued for services		$ 350,000				$ 350,000
Private Placement Warrants [Member] \| Common Class A [Member]
Shares issued price per share			11.5
Private Placement Warrants [Member] \| Common Class A [Member] \| Haymaker III [Member]
Shares issued price per share			$ 11.5			$ 11.5
Over-Allotment Option [Member] \| Haymaker III [Member]
Stock issued during period, shares, new issues		233,333
Over-Allotment Option [Member] \| Common Class A [Member] \| Haymaker III [Member]
Stock issued during period, shares, new issues	1,750,000
Shares issued price per share	$ 10

Summary of Significant Accounting Policies - Schedule Of Basic And Diluted Net Income (Detail) - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Numerator for basic net income (loss) per unit	$ 9,350,000	$ 8,841,000		$ 32,619,000	$ 29,162,000	$ 21,287,000
Net income (loss)	9,350,000	8,841,000		32,619,000	29,162,000	21,287,000
Effect of dilutive securities:
Net income - Diluted	9,350,000	8,841,000		32,619,000	$ 29,162,000	$ 21,287,000
Haymaker III [Member]
Numerator:
Net income (loss)	1,174,482	(3,943,374)	$ 0	11,112,910
Common Class A [Member] \| Haymaker III [Member]
Numerator:
Numerator for basic net income (loss) per unit			0	8,553,085
Net income (loss)	$ 939,586	$ (2,187,957)
Effect of dilutive securities:
Class B common stock subject to forfeiture			0	(49,156)
Net income - Diluted			$ 0	$ 8,503,929
Denominator:
Basic and diluted weighted average shares outstanding	31,750,000	9,505,556	0	26,265,068
Basic and diluted net income (loss) per share	$ 0.03	$ (0.23)
Weighted average shares outstanding - Basic			0	26,265,068
Effect of dilutive securities:
Class B common stock subject to forfeiture			0	0
Weighted average shares outstanding - Diluted			0	26,265,068
Basic net income per share			$ 0	$ 0.33
Diluted net income per share			$ 0	$ 0.32
Common Class B [Member] \| Haymaker III [Member]
Numerator:
Numerator for basic net income (loss) per unit			$ 0	$ 2,559,825
Net income (loss)	$ 234,896	$ (1,755,417)
Effect of dilutive securities:
Class B common stock subject to forfeiture			0	49,156
Net income - Diluted			$ 0	$ 2,608,981
Denominator:
Basic and diluted weighted average shares outstanding	7,937,500	7,626,389
Basic and diluted net income (loss) per share	$ 0.03	$ (0.23)
Weighted average shares outstanding - Basic			7,500,000	7,860,788
Effect of dilutive securities:
Class B common stock subject to forfeiture			0	197,260
Weighted average shares outstanding - Diluted			7,500,000	8,058,048
Basic net income per share			$ 0	$ 0.33
Diluted net income per share			$ 0	$ 0.32

Income Tax (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

The income tax provision for the year ended December 31, 2021 consists of the following:


Federal
Current	$	—
Deferred		(240,421	)
State
Current		—
Deferred		—
Change in valuation allowance		240,421

Income tax provision	$	—

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The Company’s net deferred tax assets (liabilities) as of December 31, 2021 is as follows:


Deferred tax assets:
Start-up costs	$	215,597
Net operating loss carryforwards		42,000

Total deferred tax assets		257,597
Valuation allowance		(240,421	)
Deferred tax liabilities:
Unrealized gain on investments		(17,176	)

Total deferred tax liabilities		(17,176	)

Deferred tax assets, net of allowance	$	—

Condensed Consolidated Statements of Income and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue
Total revenue	$ 37,143	$ 31,543	$ 139,396	$ 116,568	$ 109,976
Cost of revenue
Cost of revenue	12,277	11,361	48,817	44,929	43,565
Commissions	216	577	2,056	2,432	3,592
Marketing	1,241	749	4,908	4,409	7,264
Selling, general, and administrative	13,646	9,463	49,054	33,017	32,028
Income(Loss) from operations	9,763	9,393	34,561	31,781	23,527
Other income (expense):
Interest expense	(359)	(492)	(1,673)	(2,425)	(2,082)
Other income (expense)	10	4	17	(5)	(65)
Total other expense	(349)	(488)	(1,656)	(2,430)	(2,147)
Income before provision for income taxes	9,414	8,905	32,905	29,351	21,380
Income tax expense	64	64	286	189	93
Net income (loss)	9,350	8,841	32,619	29,162	21,287
Other comprehensive income:
Foreign currency translation adjustments	6	(9)	(17)	10	(35)
Other comprehensive income (loss)	6	(9)	(17)	10	(35)
Comprehensive income	$ 9,356	$ 8,832	$ 32,602	$ 29,172	$ 21,252
Class A, Class AA, and Class AAA
Earnings per common unit
Basic and diluted	$ 9.54	$ 9.02	$ 33.29	$ 29.76	$ 21.73
Weighted average common units outstanding
Basic and diluted weighted average shares outstanding	979,800	979,800	979,800	979,800	979,800
Product [Member]
Revenue
Total revenue	$ 36,758	$ 31,193	$ 137,598	$ 114,640	$ 108,315
Cost of revenue
Cost of revenue			46,298	42,538	39,749
Service [Member]
Revenue
Total revenue	385	350	1,798	1,928	1,661
Cost of revenue
Cost of revenue			$ 2,519	$ 2,391	$ 3,816
Cost of products [Member]
Cost of revenue
Cost of revenue	11,657	10,877
Cost of services [Member]
Cost of revenue
Cost of revenue	$ 620	$ 484

Stockholders' Equity (Deficit) - Additional Information (Detail) - Haymaker III [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 13, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000	1,000,000
Preferred stock shares issued	0	0		0
Preferred stock, shares outstanding	0	0		0
Common stock, shares authorized		200,000,000		200,000,000
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares outstanding		0
Common stock, conversion basis	one vote	one vote
Common stock shares subject to possible redemption	31,750,000	31,750,000		0
Percentage of common stock outstanding after conversion	20.00%	20.00%
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000		20,000,000
Common stock, shares issued	7,937,500	7,937,500		8,625,000
Common stock, shares outstanding	7,937,500	7,937,500		8,625,000
Common stock, conversion basis	one vote	one vote

Fair value measurements - Summary of the significant inputs to the Monte Carlo Simulation for the fair value of the Public Warrants (Detail)	Mar. 31, 2022 yr	Feb. 14, 2022 yr	Feb. 09, 2022 yr	Feb. 04, 2022 yr	Dec. 31, 2021	Mar. 04, 2021 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding term	5 years
Haymaker III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding term					5 years
Term (in years) \| Haymaker III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input \| yr	0.3	0.4	0.4	0.4
Risk-free rate \| Haymaker III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	0.5	0.6	0.4	0.4
Public Warrants \| Maximum [Member] \| Haymaker III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input						34
Public Warrants \| Minimum [Member] \| Haymaker III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input						4
Public Warrants \| Stock Price on Valuation Date \| Haymaker III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of stock price per share						$ 10
Public Warrants \| Strike price (Exercise Price Share) \| Haymaker III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Average price risk option strike price						11.5
Public Warrants \| Probability of completing a Business Combination \| Haymaker III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business combination contingent consideration, liability measurement input						85
Public Warrants \| Term (in years) \| Haymaker III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding term						6 years 7 months 6 days
Public Warrants \| Volatility \| Maximum [Member] \| Haymaker III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input						34
Public Warrants \| Volatility \| Minimum [Member] \| Haymaker III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input						4
Public Warrants \| Risk-free rate \| Haymaker III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input						1.1
Public Warrants \| Fair value of warrants \| Haymaker III [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input						2.11

Revenue Recognition

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

3.	REVENUE RECOGNITION

Revenues recognized for each revenue stream are as follows:


Financial Statement Caption	Revenue Stream	For the three months ended March 31,
Product revenue:		2022		2021
	Pellet Procedures	$	30,808	$	25,410
	Nutraceuticals		5,704		5,574
	Disposable trocars		233		199
	Shipping fees		13		10

Total product revenue			36,758		31,193
Service revenue:
	Training	$	165	$	110
	Contract-term services		220		240

Total service revenue			385		350

Total revenue		$	37,143	$	31,543

Revenues recognized by geographic region are as follows:


Financial Statement Caption	Country	For the three months ended March 31,
Product revenue:		2022		2021
	United States		36,690		31,162
	All Other		68		31

Total product revenue			36,758		31,193
Service revenue:
	United States		384		350
	All Other		1		—

Total service revenue			385		350

Total revenue			37,143		31,543

Significant changes in contract liability balances are as follows:


	2022						2021
Description of change	Deferred Revenue			Deferred Revenue, Long-term			Deferred Revenue			Deferred Revenue, Long-term
Revenue recognized that was included in the contract liability balance at the beginning of the period		(705	)		—			(587	)		—
Increases due to cash received, excluding amounts recognized as revenue during the period:		567			283			410			217
Transfers between current and non-current liabilities due to the expected revenue recognition period:		193			(193	)		236			(236	)
Other changes to the balance:		—			—			—			—

Total increase(decrease) in contract liabilities:	$	55		$	90		$	59		$	(19	)

Consideration allocated to initial training due to deposits paid upfront is presented within deferred revenue on the condensed consolidated balance sheets and is expected to be recognized as revenue within one year, as the training is complete. Consideration allocated to contract-term services is presented within deferred revenue and deferred revenue, long-term for the amounts expected to be recognized within one year and longer than one year, respectively.

Consideration allocated to performance obligations are as follows:


	March 31, 2022		December 31, 2021
Unsatisfied training obligations - Current	$	93	$	67

Unsatisfied contract-term services - Current		907		849
Unsatisfied contract-term services - Long-term		599		543

Total allocated to unsatisfied contract-term services		1,507		1,392

Unsatisfied pellet procedures - Current		780		789
Unsatisfied pellet procedures - Long-term		272		258

Total allocated to unsatisfied pellet procedures		1,052		1,047

Total Deferred Revenue - Current	$	1,780	$	1,705

Total Deferred Revenue - Long-term	$	872	$	802

The Company does not have a history of material returns or refunds, and generally does not offer warranties or guarantees for any products or services. Expected returns and refunds are recorded as a reduction of revenue and are $0 and $0 for the three months ended March 31, 2022 and 2021, respectively.

3. REVENUE RECOGNITION

Revenues recognized for each revenue stream are as follows (in thousands):


Financial Statement Caption	Revenue Stream	For the year ended December 31,
Product revenue:		2021		2020		2019
	Pellet procedures	$	109,465	$	92,773	$	90,132
	Dietary supplements		27,241		20,887		17,562
	Disposable trocars		860		921		573
	Shipping fees		32		59		48

Total product revenue			137,598		114,640		108,315

Service revenue:
	Training	$	859	$	949	$	705
	Contract-term services		939		979		956

Total service revenue			1,798		1,928		1,661

Total revenue		$	139,396	$	116,568	$	109,976

Revenues recognized by geographic region are as follows (in thousands):


Financial Statement Caption	Country	For the year ended December 31,
Product revenue:		2021		2020		2019
	United States		137,349		114,557		108,176
	All other		249		83		139

Total product revenue			137,598		114,640		108,315

Service revenue:
	United States		1,798		1,928		1,661
	All other		—		—		—

Total service revenue			1,798		1,928		1,661

Total revenue			139,396		116,568		109,976

Significant changes in contract liability balances are as follows (in thousands):


	For the year ended December 31,
	2021						2020						2019
Description of change	Deferred Revenue			Deferred Revenue, Long-term			Deferred Revenue			Deferred Revenue, Long-term			Deferred Revenue			Deferred Revenue, Long-term
Revenue recognized that was included in the contract liability balance at the beginning of the period		(2,048	)		—			(2,584	)		—			(2,381	)		—

Increases due to cash received, excluding amounts recognized as revenue during the period:		1,022			652			1,100			605			1,622			934

Transfers between current and non-current liabilities due to the expected revenue recognition period:		697			(697	)		944			(944	)		961			(961	)

Other changes to the balance:		—			—			—			—			—			—

Total increase(decrease) in contract liabilities:	$	(329	)	$	(45	)	$	(540	)	$	(339	)	$	202		$	(27	)

Consideration allocated to the premiums within the management fee for pellet procedures is presented within deferred revenue current and deferred revenue, long-term for amounts expected to be recognized within one year and longer than one year, respectively.


	For the year ended December 31,
	2021		2020		2019
Unsatisfied training obligations - Current	$	67	$	57	$	50

Unsatisfied contract-term services - Current		849		862		932
Unsatisfied contract-term services - Long-term		544		551		737

Total allocated to unsatisfied contract-term services		1,393		1,413		1,669

Unsatisfied pellet procedures - Current		789		1,125		1,601
Unsatisfied pellet procedures - Long-term		258		284		436

Total allocated to unsatisfied pellet procedures		1,047		1,409		2,038

Total Deferred Revenue - Current	$	1,705	$	2,044	$	2,584

Total Deferred Revenue - Long-term	$	802	$	836	$	1,173

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Capitalized Software, Net

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Capitalized Computer Software, Net [Abstract]

Capitalized Software, Net

6.	CAPITALIZED SOFTWARE, NET

Capitalized software, net consist of the following:


	March 31, 2022			December 31, 2021
Website costs	$	3,747		$	3,571
Development in Process		2,610			2,294
Less: accumulated amortization		(1,544	)		(1,311	)

	$	4,813		$	4,554

Total amortization expense for capitalized software was $233 and $147 for the three months ended March 31, 2022 and 2021, respectively.

The Company’s capitalized software is all held within the United States.

6. CAPITALIZED SOFTWARE, NET

Capitalized software, net consist of the following (in thousands):


	2021			2020
Website costs	$	3,571		$	2,522
Development in process		2,294			703
Less: accumulated amortization		(1,311	)		(625	)

	$	4,554		$	2,600

Total amortization expense for capitalized software was $687, $462, and $163 for the years ended December 31, 2021, 2020, and 2019 respectively.

The Company’s capitalized software is all held within the United States.

Accrued Expenses

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses

7.	ACCRUED EXPENSES

Accrued expenses consist of the following:


	March 31, 2022		December 31, 2021
Accrued professional fees	$	133	$	1,192
Accrued employee related costs		2,081		2,213
Accrued merchant fees		—		184
Accrued interest		26		27
Legal accrual		—		1,302
Other		924		1,093

	$	3,164	$	6,011

7. ACCRUED EXPENSES

Accrued liabilities consist of the following (in thousands):


	2021		2020
Accrued professional fees	$	1,192	$	50
Accrued employee related costs		2,213		1,359
Accrued merchant fees		184		137
Accrued interest		27		38
Legal accrual		1,302		—
Other		1,093		398

	$	6,011	$	1,982

Summary of Significant Accounting Policies - Summary of Company's Total Other Current Assets (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Prepaid expenses	$ 1,610	$ 847	$ 1,570
Advances	1,361	685	0
Capitalized transaction costs	5,518	3,941	0
Total other current assets	$ 8,489	$ 5,473	$ 1,570

Long-Term Debt - Additional Information (Detail) $ in Thousands		1 Months Ended	3 Months Ended		12 Months Ended
	Sep. 30, 2019 USD ($)	May 31, 2019 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jun. 30, 2021
Schedule of Capitalization, Long-term Debt [Line Items]
Note payable, net of current portion			$ 30,768		$ 31,963	$ 36,741
Line Of Credit Facility Expiration Date					April 2019
Line Of Credit Facility Periodic Payment					$ 175
Line Of Credit Facility Interest Rate During Period					5.50%
Line Of Credit		$ 50,000
Debt Instrument Interest Rate Effective Percentage			3.40%		3.10%
Debt Weighted Average Interest Rate			3.20%		3.50%
Line Of Credit Facility Expiration Date1					May 31, 2024
Debt Instrument Maturity Date		May 31, 2024
Debt Instrument Periodic Payment	$ 1,250
Notes Payable			$ 36,250		$ 37,500	42,500
Line of Credit Facility, Maximum Borrowing Capacity					10,000
Lines Of Credit Current			0		0	0
Debt Instrument Fee Amount		$ 1,108
Amortization expenses of debt issuance costs			$ 55	$ 55	$ 222	$ 222	$ 127
Minimum [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Ratio of indebtedness to trailing 12month EBITDA								2.5
Ratio Of Trailing 12 Month EBITDA Adjusted For Capital Expenditures Taxes And Distributions To Principal And Interest Repayments					1.25
Maximum [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Ratio of indebtedness to trailing 12month EBITDA								3
Notes Payable [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Note payable, net of current portion					$ 2,600
London Interbank Offered Rate (LIBOR) [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt Instrument Description Of Variable Rate Basis		LIBOR + 300

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 27,704,000	$ 26,766,000
Cash		26,766,000	$ 17,208,000
Accounts receivable, net	6,544,000	5,231,000	4,720,000
Inventory, net	9,178,000	9,615,000	4,324,000
Other current assets	8,489,000	5,473,000	1,570,000
Total current assets	51,915,000	47,085,000	27,822,000
Property and equipment, net	2,395,000	2,335,000	1,583,000
Capitalized software, net	4,813,000	4,554,000	2,600,000
Operating lease right-of-use assets	298,000	356,000	582,000
Total Assets	59,421,000	54,330,000	32,587,000
Current liabilities:
Accounts payable	6,777,000	4,349,000	2,445,000
Accrued expenses	3,164,000	6,011,000	1,982,000
Note payable, current	5,000,000	5,000,000	5,000,000
Deferred revenue	1,780,000	1,705,000	2,044,000
Operating lease liabilities, current	250,000	248,000	239,000
Total current liabilities	16,971,000	17,313,000	11,710,000
Note payable, net of current portion	30,768,000	31,963,000	36,741,000
Deferred revenue, long-term	872,000	802,000	836,000
Operating lease liabilities, long-term	64,000	127,000	375,000
Total Liabilities	48,675,000	50,205,000	49,662,000
Commitments and Contingencies
Stockholders' (Deficit) Equity/Members' Equity (Deficit)
Retained Earnings/(Accumulated deficit)	10,780,000	4,165,000	(17,052,000)
Accumulated other comprehensive loss	(34,000)	(40,000)	(23,000)
Total members' equity	10,746,000	4,125,000	(17,075,000)
Total liabilities and members' equity (deficit)	59,421,000	54,330,000	32,587,000
Haymaker III [Member]
Current assets:
Cash	67,898	130,359	1,594
Due From Sponsors	0	300	0
Prepaid expenses	297,776	320,959	0
Total current assets	365,674	451,618	1,594
Deferred offering costs		0	145,906
Investments held in Trust Account	317,582,318	317,581,791	0
Total Assets	317,947,992	318,033,409	147,500
Current liabilities:
Accounts payable	302,823	281,304	0
Accrued expenses	2,664,120	1,830,000	0
Accrued expenses - related party	137,084	0
Franchise tax payable	50,000	160,874	0
Note payable, current		0	122,500
Convertible promissory note - related party (at fair value)	72,800	0
Total current liabilities	3,226,827	2,272,178	122,500
Warrant liabilities	7,427,291	9,778,666	0
Deferred underwriting fee payable	11,112,500	11,112,500	0
Total Liabilities	21,766,618	23,163,344	122,500
Commitments and Contingencies
Class A common stock subject to possible redemption	317,500,000	317,500,000	0
Stockholders' (Deficit) Equity/Members' Equity (Deficit)
Preferred stock
Additional paid-in capital	136,827	0	24,137
Retained Earnings/(Accumulated deficit)	(21,456,247)	(22,630,729)	0
Total members' equity	(21,318,626)	(22,629,935)	25,000
Total liabilities and members' equity (deficit)	317,947,992	318,033,409	147,500
Common Class A [Member]
Current liabilities:
Class A common stock subject to possible redemption	317,500,000
Common Class A [Member] \| Haymaker III [Member]
Current liabilities:
Class A common stock subject to possible redemption		317,500,000
Stockholders' (Deficit) Equity/Members' Equity (Deficit)
Common stock value
Common Class B [Member] \| Haymaker III [Member]
Stockholders' (Deficit) Equity/Members' Equity (Deficit)
Common stock value	794	794	863
Class A, Class AA, and Class AAA
Stockholders' (Deficit) Equity/Members' Equity (Deficit)
Common Unit, Issuance Value		0	0
Common stock value	0	0
Class AAAA [Member]
Stockholders' (Deficit) Equity/Members' Equity (Deficit)
Common Unit, Issuance Value		0	$ 0
Common stock value	$ 0	$ 0

Long-Term Debt (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Long-term Debt, Fiscal Year Maturity [Abstract]

Summary Of Future Maturities Of Long-Term Debt

Future maturities of long-term debt, excluding debt issuance costs, are as follows:


2022 (remaining nine months)	$	3,750
2023		5,000
2024		27,500

	$	36,250

Future maturities of long-term debt, excluding debt issuance costs, are as follows:


2022	$	5,000
2023		5,000
2024		27,500

	$	37,500

Fair Value Measurements - Summary of estimated fair value of the convertible promissory Note (Detail) - Haymaker III [Member]	Mar. 31, 2022 USD ($) $ / shares yr	Feb. 14, 2022 USD ($) $ / shares yr	Feb. 09, 2022 USD ($) $ / shares yr	Feb. 04, 2022 USD ($) $ / shares yr
Measurement Input Warrant Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.55	0.36	0.44	0.47
Measurement Input, Conversion Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.5	1.5	1.5	1.5
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input \| yr	0.3	0.4	0.4	0.4
Measurement Input Warrant Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	123	91	89	89
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.5	0.6	0.4	0.4
Measurement Input, Discount Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.9	9.8	9.9	9.9
Probability of completing initial Business Combination [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	35	35	35	35
Convertible Promissory Note [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible Debt, Fair Value Disclosures \| $	$ 72,800	$ 14,800	$ 27,600	$ 29,600

Leases - Additional Information (Detail)	3 Months Ended	12 Months Ended
Leases - Additional Information (Detail)	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Lessee, Operating lease, Extended maturity date	Jun. 30, 2023	Jun. 30, 2023

Fair value measurements - Summary of changes in the fair value of warrant liabilities (Detail) - Haymaker III [Member] - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2021	Feb. 14, 2022	Feb. 09, 2022	Feb. 04, 2022	Mar. 04, 2021
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Change in valuation inputs or other assumptions	$ (2,351,375)	$ (619,543)		$ (18,826,459)
Fair Value, Inputs, Level 3 [Member]
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Beginning balance	4,063,666	$ 0		0
Additional warrants issued in over-allotment				1,420,125
Transfer of Public Warrants to Level 1 measurement				(16,748,125)
Change in valuation inputs or other assumptions	(1,001,200)			(7,793,334)
Ending balance	3,134,466			4,063,666
Convertible Promissory Note [Member]
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Initial measurement of draw on convertible promissory note - related party	72,800				$ 14,800	$ 27,600	$ 29,600
Convertible Promissory Note [Member] \| Fair Value, Inputs, Level 3 [Member]
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Initial measurement of draw on convertible promissory note - related party	72,800				$ 14,800	$ 27,600	$ 29,600
Private Placement Warrants
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Beginning balance	4,063,666
Additional warrants issued in over-allotment			$ 1,420,125
Change in valuation inputs or other assumptions			(7,793,334)
Ending balance	3,061,666		4,063,666	4,063,666
Private Placement Warrants \| Fair Value, Inputs, Level 3 [Member]
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Beginning balance	4,063,666
Initial measurement of Public Warrants and Private Placement Warrants as of March 4, 2021								$ 27,185,000
Ending balance	3,061,666			4,063,666
Public Warrants
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Beginning balance	5,715,000
Ending balance	4,365,625			5,715,000
Public Warrants \| Fair Value, Inputs, Level 1 [Member]
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Beginning balance	5,715,000
Transfer of Public Warrants to Level 1 measurement			$ (16,748,125)
Ending balance	$ 4,365,625			$ 5,715,000
Public Warrants And Private Placement Warrants
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Initial measurement of Public Warrants and Private Placement Warrants as of March 4, 2021								$ 27,185,000

Private Placement	3 Months Ended	12 Months Ended
Private Placement	Mar. 31, 2022	Dec. 31, 2021
Haymaker III [Member]
Class of Stock [Line Items]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,333,333 warrants at a price of $1.50 per warrant in a private placement (the “Private Placement Warrants”), generating proceeds of $8,000,000 in the aggregate. On March 4, 2021, the underwriters notified the Company of their intention to exercise the over-allotment option in part, resulting in the Sponsor paying an aggregate of $350,000 in exchange for an additional 233,333 Private Placement Warrants. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The excess of fair value of the Private Placement Warrants over the cash received for such warrants totaled $3,507,000, which was expensed at the date of the Initial Public Offering. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination.	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,333,333 warrants at a price of $1.50 per warrant in a private placement (the “Private Placement Warrants”), generating proceeds of $8,000,000 in the aggregate. On March 4, 2021, the underwriters notified the Company of their intention to exercise the over-allotment option in part, resulting in the Sponsor paying an aggregate of $350,000 in exchange for an additional 233,333 Private Placement Warrants. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The excess of fair value of the Private Placement Warrants over the cash received for such warrants totaled $3,507,000, which was expensed at the date of the Initial Public Offering. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination.

Long-Term Debt - Schedule Of Future Maturities Of Long Term Debt (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Long-term Debt, Fiscal Year Maturity [Abstract]
2022	$ 3,750	$ 5,000
2023	5,000	5,000
2024	27,500	27,500
Long-term Debt	$ 36,250	$ 37,500

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Capitalized Software, Net -Summary Of Capitalized Software Net (Detail) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Capitalized Computer Software Net [Line Items]
Less: accumulated amortization	$ (1,544)	$ (1,311)	$ (625)
Total	4,813	4,554	2,600
Website Costs [Member]
Capitalized Computer Software Net [Line Items]
Capitalized Computer Software, Gross	3,747	3,571	2,522
Development In Process [Member]
Capitalized Computer Software Net [Line Items]
Capitalized Computer Software, Gross	$ 2,610	$ 2,294	$ 703

Income Tax - Deferred Tax Assets And Liabilities (Detail)	Dec. 31, 2021 USD ($)
Deferred tax assets:
Start-up costs	$ 215,597
Net operating loss carryforwards	42,000
Total deferred tax assets	257,597
Valuation allowance	(240,421)
Deferred tax liabilities:
Unrealized gain on investments	(17,176)
Total deferred tax liabilities	(17,176)
Deferred tax assets, net of allowance	$ 0

Summary of Significant Accounting Policies - Disclosure Of Cumulative Impact To The Consolidated Balance Sheet As A Result Of Adoption Of New Accounting Standard On Leases (Detail ) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2018
Assets
Operating lease right-of-use assets	$ 298	$ 356	$ 582	$ 1,009
Total increase to assets	59,421	54,330	32,587
Liabilities and Members' Deficit
Accrued expenses	3,164	6,011	1,982	1,266
Operating lease liabilities, current	250	248	239	222
Operating lease liabilities, long-term	64	127	375	844
Total liabilities and members' equity (deficit)	$ 59,421	$ 54,330	$ 32,587
As Previously Reported [Member]
Assets
Operating lease right-of-use assets				0
Liabilities and Members' Deficit
Accrued expenses				1,323
Operating lease liabilities, current				0
Operating lease liabilities, long-term				0
Accounting Standards Update 2016-02 [Member]
Assets
Operating lease right-of-use assets				1,009
Total increase to assets				1,009
Liabilities and Members' Deficit
Accrued expenses				(57)
Operating lease liabilities, current				222
Operating lease liabilities, long-term				844
Total liabilities and members' equity (deficit)				$ 1,009

Accrued Expenses (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Payables and Accruals [Abstract]

Summary Of Accrued Expenses

Accrued expenses consist of the following:


	March 31, 2022		December 31, 2021
Accrued professional fees	$	133	$	1,192
Accrued employee related costs		2,081		2,213
Accrued merchant fees		—		184
Accrued interest		26		27
Legal accrual		—		1,302
Other		924		1,093

	$	3,164	$	6,011

Accrued liabilities consist of the following (in thousands):


	2021		2020
Accrued professional fees	$	1,192	$	50
Accrued employee related costs		2,213		1,359
Accrued merchant fees		184		137
Accrued interest		27		38
Legal accrual		1,302		—
Other		1,093		398

	$	6,011	$	1,982

Earnings Per Common Unit - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator
Net income (loss)	$ 9,350	$ 8,841	$ 32,619	$ 29,162	$ 21,287
Income allocated to participating securities	0	0	0	0	0
Numerator for basic net income (loss) per unit	9,350	8,841	32,619	29,162	21,287
Effect of dilutive securities on allocated net income to common units
Numerator for diluted net income (loss) per unit	9,350	8,841	$ 32,619	$ 29,162	$ 21,287
Effect of dilutive securities on weighted average units outstanding
Class A, AA, and AAA			0	0	0
Class A, Class AA, and Class AAA
Effect of dilutive securities on allocated net income to common units
Class A, AA, and AAA	$ 0	$ 0	$ 0	$ 0	$ 0
Denominator (Weighted average units outstanding)
Class A, AA, and AAA	979,800	979,800	979,800	979,800	979,800
Effect of dilutive securities on weighted average units outstanding
Class A, AA, and AAA	0	0	0	0	0
Denominator for diluted net income (loss) per weighted average common units	979,800	979,800	979,800	979,800	979,800
Earnings Per Share Basic And Diluted Disclosure [Abstract]
Basic and diluted	$ 9.54	$ 9.02	$ 33.29	$ 29.76	$ 21.73
Basic and diluted weighted average common units outstanding	979,800	979,800	979,800	979,800	979,800
Percentage allocated to common members	100.00%	100.00%	100.00%	100.00%	100.00%