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Filing Details

Accession Number:: 0001140361-24-041498
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-09-19 20:21:14
Reporting Period:: 2024-09-17

Accepted Time:: 2024-09-19 20:21:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1930313	Sbc Medical Group Holdings Inc	SBC	Services-Offices & Clinics Of Doctors Of Medicine (8011)	881263511

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
2010768	Partnership Investment Hd Group Medical Sbc For Fund Target Zuu	3-6-28 Aobadai, Meguroku Tokyo M0 154-0042	No	No	No	No
2010776	Zuu Co. Ltd.	3-6-28 Aobadai, Meguroku Tokyo M0 154-0042	No	No	No	No
2010795	Zuu Funders Co. Ltd.	3-6-28 Aobadai, Meguroku Tokyo M0 154-0042	No	No	No	No
2010816	Kazumasa Tomita	3-6-28 Aobadai, Meguroku Tokyo M0 154-0042	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2024-09-17	1,503,473	$0.00	2,927,191	No	4	J	Indirect	See footnote
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2024-09-19	6,196	$7.34	2,920,995	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $0.0001 Per Share	Warrants to purchase Common Stock	Acquisiton	2024-09-17	1	$0.00	2,329,840	$0.01

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,329,840	2024-09-17	2034-09-17	No	4	J	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock, Par Value $0.0001 Per Share	Warrants to purchase Common Stock	$11.50	2024-10-17	2029-09-17	80,454	80,454	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2029-09-17	80,454	80,454	Indirect

Footnotes

Represents a transfer of 1,503,473 shares of Common Stock pursuant to the terms of that certain Non-Redemption Agreement, dated as of January 11, 2024, among ZUU Target Fund for SBC Medical Group HD Investment Partnership (the "Fund"), SBC Medical Group Holdings Incorporated, and Yoshiyuki Aikawa, as amended.
The Reporting Persons may be deemed have acquired a total of 80,454 units, with each unit consisting of one share of Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Common Stock for $11.50 per share. The units have been separated into their component securities upon the closing of the issuer's initial business combination.
The reported securities are held directly by ZUU Funders Co. Ltd. ("Funders") and may be deemed to be held indirectly by the Fund, ZUU Co. Ltd. ("ZUU"), and Kazumasa Tomita ("Mr. Tomita" and, together with Funders, the Fund, and ZUU, the "Reporting Persons"). Funders is the operating partner of the Fund and a wholly-owned subsidiary of ZUU. ZUU is majority owned and controlled by Mr. Tomita. The filing of this Form 4 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any of the securities of the issuer reported herein. Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership, except to the extent of their pecuniary interest.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.00 to $8.47 (inclusive) on September 19, 2024. The Reporting Persons undertake to provide to SBC Medical Group Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
Subject to adjustment upon the occurrence of certain events.
These warrants become exercisable on the later of (i) 30 days after the completion of the issuer's initial business combination, which occurred on September 17, 2024, and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for the issuer's initial public offering, which was August 4, 2022.
These warrants expire five years after the completion of the issuer's initial business combination, or earlier upon redemption or liquidation, as described in the issuer's prospectus filed with the U.S. Securities and Exchange Commission.
These warrants were originally warrants to acquire shares of SBC Medical Group, Inc., a Japanese corporation, that became exercisable for shares of the issuer on completion of the issuer's initial business combination.
These warrants expire ten years after the completion of the issuer's initial business combination.
The reported securities are held directly by Second ZUU Target Fund for SBC Medical Group HD Investment Partnership (the "Second Fund") and may be deemed to be held indirectly by Funders, ZUU, and Mr. Tomita. Funders is the operating partner of the Second Fund and a wholly-owned subsidiary of ZUU.