FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

325 CAPITAL LLC
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/5/2023 

3. Issuer Name and Ticker or Trading Symbol

biote Corp. [BTMD]
(Last)        (First)        (Middle)

757 THIRD AVENUE 20TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

NEW YORK, NY 10017      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A common stock, par value $0.0001 per share 658048 I By: 325 Capital Master Fund LP (1)(2)
Class A common stock, par value $0.0001 per share 3108618 I By: 325 Capital LLC (1)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This Form 3 is being filed jointly by 325 Capital Master Fund LP, a Cayman Islands exempted limited partnership ("325 Master Fund"), 325 Capital GP, LLC, a Delaware limited liability company registered as a foreign partnership in the Cayman Islands ("325 Capital GP"), 325 Capital LLC, a Delaware limited liability company ("325"), Michael Braner, a United States citizen, Daniel Friedberg, a United States citizen, and Anil Shrivastava, a United States citizen (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section16 or for any other purpose.
(2) Securities owned directly by 325 Master Fund. 325 Capital GP is the general partner of 325 Master fund, 325 is the investment manager to 325 Master Fund, and each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities owned directly by 325 Master Fund.
(3) Securities owned directly by certain separately managed accounts ("SMA") that are deemed beneficially owned by 325 as a result of 325 serving as the investment manager to such SMA. Each of Messrs. Braner, Friedberg and Shrivastava are Managing Members of 325. As a result of these relationships, all of the Reporting Persons may be deemed to beneficially own the securities beneficially owned by 325.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
325 CAPITAL LLC
757 THIRD AVENUE 20TH FLOOR
NEW YORK, NY 10017

X

Braner Michael David
757 THIRD AVENUE 20TH FLOOR
NEW YORK, NY 10017

X

FRIEDBERG DANIEL M.
757 THIRD AVENUE 20TH FLOOR
NEW YORK, NY 10017

X

Shrivastava Anil K
200 PARK AVENUE, 17TH FLOOR
NEW YORK, NY 10017

X


Signatures
325 Capital LLC, By /s/ Michael D. Braner, Name: Michael D. Braner, Title: Managing Member6/15/2023
**Signature of Reporting PersonDate

/s/ Michael D. Braner6/15/2023
**Signature of Reporting PersonDate

/s/ Daniel M. Friedberg6/15/2023
**Signature of Reporting PersonDate

/s/ Anil K. Shrivastava6/15/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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