| Item 1. | |
| (a) | Name of issuer:
biote Corp. |
| (b) | Address of issuer's principal executive offices:
1875 W. Walnut Hill Ln #100 Irving, TX 75038 |
| Item 2. | |
| (a) | Name of person filing:
Roystone Capital Management LP
Roystone Management Holdings LLC
RB Management GP LLC
Roystone Capital Holdings LLC
Guines LLC
Richard Barrera |
| (b) | Address or principal business office or, if none, residence:
Roystone Capital Management LP
767 Third Avenue, 29th Floor
New York, New York 10017
United States of America
Roystone Management Holdings LLC
767 Third Avenue, 29th Floor
New York, New York 10017
United States of America
RB Management GP LLC
767 Third Avenue, 29th Floor
New York, New York 10017
United States of America
Roystone Capital Holdings LLC
767 Third Avenue, 29th Floor
New York, New York 10017
United States of America
Guines LLC
767 Third Avenue, 29th Floor
New York, New York 10017
United States of America
Richard Barrera
767 Third Avenue, 29th Floor
New York, New York 10017
United States of America |
| (c) | Citizenship:
Roystone Capital Management LP - Delaware
Roystone Management Holdings LLC - Delaware
RB Management GP LLC - Delaware
Roystone Capital Holdings LLC - Delaware
Guines LLC - Delaware
Richard Barrera - United States |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share |
| (e) | CUSIP No.:
090683103 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Roystone Capital Management LP - 0
Roystone Management Holdings LLC - 3,927,547
RB Management GP LLC - 3,927,547
Roystone Capital Holdings LLC - 0
Guines LLC - 3,927,547
Richard Barrera - 3,927,547 |
| (b) | Percent of class:
Roystone Capital Management LP - 0%
Roystone Management Holdings LLC - 12.0%
RB Management GP LLC - 12.0%
Roystone Capital Holdings LLC - 0%
Guines LLC - 12.0%
Richard Barrera - 12.0% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Roystone Capital Management LP - 0
Roystone Management Holdings LLC - 0
RB Management GP LLC - 0
Roystone Capital Holdings LLC - 0
Guines LLC - 0
Richard Barrera - 0
|
| | (ii) Shared power to vote or to direct the vote:
Roystone Capital Management LP - 0
Roystone Management Holdings LLC - 3,927,547
RB Management GP LLC - 3,927,547
Roystone Capital Holdings LLC - 0
Guines LLC - 3,927,547
Richard Barrera - 3,927,547
|
| | (iii) Sole power to dispose or to direct the disposition of:
Roystone Capital Management LP - 0
Roystone Management Holdings LLC - 0
RB Management GP LLC - 0
Roystone Capital Holdings LLC - 0
Guines LLC - 0
Richard Barrera - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Roystone Capital Management LP - 0
Roystone Management Holdings LLC - 3,927,547
RB Management GP LLC - 3,927,547
Roystone Capital Holdings LLC - 0
Guines LLC - 3,927,547
Richard Barrera - 3,927,547
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
As of January 1, 2025, Roystone Capital Management LP is no longer the investment adviser to Guines LLC.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of Roystone Management Holdings LLC. None of those advisory clients, other than Guines LLC, may be deemed to beneficially own more than 5% of the Class A common stock, par value $0.0001 per share. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)