SBCWW SBC Medical Group Holdings Incorporated

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

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SBC Medical Group Holdings, Inc.

 (Name of Issuer)

Common Stock, $0.0001 par value per share

 (Title of Class of Securities)

73245B107

(CUSIP Number)

Randal D. Murdock

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

(212) 715-9100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 27, 2024

 (Date of Event Which Requires Filing of This Statement)

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

 

 

 

1	NAMES OF REPORTING PERSONS
	ZUU Co. Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,057,534*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,057,534*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,057,534*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.9%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

* The Reporting Persons may be deemed to have acquired 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 business combination on September 17, 2024.  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.  The amount reported above as beneficially owned includes Shares underlying such warrants.  Additionally, the amount reported above as beneficially owned includes warrants held by Second ZUU Target Fund for SBC Medical Group HD Investment Partnership to that originally entitled the holder to acquire shares of SBC Medical Group, Inc., a Japanese corporation and became exercisable for 2,329,840 Shares upon the closing of the Issuer’s business combination on September 17, 2024.  These warrants expire on the tenth anniversary of the Issuer’s initial business combination, or September 17, 2034.  All reported shares of Common Stock are held by ZUU Funders Co. Ltd.  ZUU Funders Co. Ltd is the operating partner of ZUU Target Fund for SBC Medical Group HD Investment Partnership and Second ZUU Target Fund for SBC Medical Group HD Investment Partnership and a wholly-owned subsidiary of ZUU Co. Ltd. ZUU Co. Ltd. is majority owned and controlled by Kazumasa Tomita.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 100,743,253 shares of Common Stock stated by the Issuer as outstanding as of the closing of its initial business combination as described in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 20, 2024.

1	NAMES OF REPORTING PERSONS
	ZUU Funders Co. Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,057,534*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,057,534*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,057,534*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.9%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

* The Reporting Persons may be deemed to have acquired 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 business combination on September 17, 2024.  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.  The amount reported above as beneficially owned includes Shares underlying such warrants.  Additionally, the amount reported above as beneficially owned includes warrants held by Second ZUU Target Fund for SBC Medical Group HD Investment Partnership to that originally entitled the holder to acquire shares of SBC Medical Group, Inc., a Japanese corporation and became exercisable for 2,329,840 Shares upon the closing of the Issuer’s business combination on September 17, 2024.  These warrants expire on the tenth anniversary of the Issuer’s initial business combination, or September 17, 2034.  All reported shares of Common Stock are held by ZUU Funders Co. Ltd.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 100,743,253 shares of Common Stock stated by the Issuer as outstanding as of the closing of its initial business combination as described in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 20, 2024.

1	NAMES OF REPORTING PERSONS
	ZUU Target Fund for SBC Medical Group HD Investment Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,727,694*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,727,694*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,727,694*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.71%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

* The Reporting Persons may be deemed to have acquired 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 business combination on September 17, 2024.  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.  All reported shares of Common Stock are held by ZUU Funders Co. Ltd.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 100,743,253 shares of Common Stock stated by the Issuer as outstanding as of the closing of its initial business combination as described in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 20, 2024.

1	NAMES OF REPORTING PERSONS
	Second ZUU Target Fund for SBC Medical Group HD Investment Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,329,840*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,329,840*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,329,840*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.26%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

* The amount reported above as beneficially owned includes warrants held by Second ZUU Target Fund for SBC Medical Group HD Investment Partnership to that originally entitled the holder to acquire shares of SBC Medical Group, Inc., a Japanese corporation and became exercisable for 2,329,840 Shares upon the closing of the Issuer’s business combination on September 17, 2024.  These warrants expire on the tenth anniversary of the Issuer’s initial business combination, or September 17, 2034.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 100,743,253 shares of Common Stock stated by the Issuer as outstanding as of the closing of its initial business combination as described in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 20, 2024.

1	NAMES OF REPORTING PERSONS
	Kazumasa Tomita
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			5,057,534*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,057,534*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,057,534*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.9%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

* The Reporting Persons may be deemed to have acquired 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 business combination on September 17, 2024.  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.  The amount reported above as beneficially owned includes Shares underlying such warrants.  Additionally, the amount reported above as beneficially owned includes warrants held by Second ZUU Target Fund for SBC Medical Group HD Investment Partnership to that originally entitled the holder to acquire shares of SBC Medical Group, Inc., a Japanese corporation and became exercisable for 2,329,840 Shares upon the closing of the Issuer’s business combination on September 17, 2024.  These warrants expire on the tenth anniversary of the Issuer’s initial business combination, or September 17, 2034.  All reported shares of Common Stock are held by ZUU Funders Co. Ltd.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 100,743,253 shares of Common Stock stated by the Issuer as outstanding as of the closing of its initial business combination as described in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 20, 2024.

CUSIP No. 73245B107

SCHEDULE 13D

This Amendment No. 7 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed on February 6, 2023 (the “Initial 13D” and as amended and supplemented to date, the “Schedule 13D”) by the Reporting Persons, relating to shares of Common Stock, $0.0001 par value per share (the “Shares”), of SBC Medical Group Holdings Inc., a Delaware corporation formerly known as Pono Capital Two, Inc. (the “Issuer”).  Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Initial 13D.  This Amendment reflects beneficial ownership of the Reporting Persons based on 100,743,253 shares of Common Stock stated by the Issuer as outstanding as of the closing of its initial business combination as described in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 20, 2024, resulting in beneficial ownership remaining above five percent of the Shares for certain Reporting Persons.

 

Item 5 of the Initial 13D is hereby amended and restated as set forth below:

 

 

 

(c) Except as set forth in Exhibit 99.7 to this Amendment No. 7 to the Initial 13D, the Reporting Persons have not engaged in any transactions in the Shares during the past sixty days.

 

(d) Under the terms of the Investment Partnership Contract, distributions to the investors in the Fund may include dividends or proceeds from the sale of Shares held by the Fund.

 

(e) The Reporting Persons ceased to be beneficial owners of more than five percent of the Shares on September 27, 2024.”

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Initial 13D is hereby supplemented by adding the following to the end thereof:

“The responses to Item 5 of Amendment No. 7 to the Initial 13D are incorporated herein by reference.”

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit 99.1	Joint Filing Agreement, dated October 1, 2024, of the Reporting Persons.
Exhibit 99.2	Investment Partnership Contract.*
Exhibit 99.3	Non-Redemption Agreement.*
Exhibit 99.4	Amendment to Non-Redemption Agreement.*
Exhibit 99.5	Amendment No. 2 to Non-Redemption Agreement.*
Exhibit 99.6	Acknowledgment and Waiver Pursuant to Non-Redemption Agreement.*
Exhibit 99.7	Transactions in Shares.

*Previously filed.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

DATE: October 1, 2024

 

 

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Exhibit 99.7

TRANSACTIONS

The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Common Shares, inclusive of any transactions effected prior to the filing hereof on September 19, 2024. Except for the acquisition on 9/17/2024 described below, all such transactions were effected by ZUU Funders Co. Ltd. as purchases of Class A Shares in the open market.  Such Class A Shares were converted to Shares upon completion of the Issuer’s initial business combination.

¹ Prices are rounded to the nearest cent and are exclusive of commissions.

² Represents a purchase of units, with each unit consisting of one share of Class A Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.  The warrants become exercisable on the later of (i) 30 days after the completion of the Issuer’s initial business combination 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.

³ The price reported is a weighted average price.  These shares were sold in multiple transactions at prices ranging from $11.38 to $12.40 (inclusive) on August 19, 2024. The Reporting Persons undertake to provide to the Issuer, 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.

⁴ The price reported is a weighted average price.  These shares were sold in multiple transactions at prices ranging from $11.70 to $12.02 (inclusive) on August 20, 2024. The Reporting Persons undertake to provide the Issuer, 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.

⁵ The price reported is a weighted average price.  These shares were sold in multiple transactions at prices ranging from $9.10 to $11.30 (inclusive) on August 22, 2024. The Reporting Persons undertake to provide to the Issuer 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.

⁶ 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 (“Fund”), SBC Medical Group Holdings Incorporated, and Yoshiyuki Aikawa, as amended, in consideration of the Fund’s performance of its obligations thereunder.

⁷ The price reported 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 the Issuer 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.

⁸ The price reported is a weighted average price.  These shares were sold in multiple transactions at prices ranging from $5.50 to $6.80 (inclusive) on September 20, 2024. The Reporting Persons undertake to provide to the Issuer 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.

⁹ The price reported is a weighted average price.  These shares were sold in multiple transactions at prices ranging from $5.50 to $6.07 (inclusive) on September 23, 2024. The Reporting Persons undertake to provide to the Issuer 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.

¹⁰ The price reported is a weighted average price.  These shares were sold in multiple transactions at prices ranging from $6.23 to $7.34 (inclusive) on September 24, 2024. The Reporting Persons undertake to provide to the Issuer 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.

¹¹ The price reported is a weighted average price.  These shares were sold in multiple transactions at prices ranging from $9.12 to $10.18 (inclusive) on September 27, 2024. The Reporting Persons undertake to provide to the Issuer 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.

¹² The price reported is a weighted average price.  These shares were sold in multiple transactions at prices ranging from $8.00 to $9.80 (inclusive) on September 30, 2024. The Reporting Persons undertake to provide to the Issuer 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.

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SBC Medical (NASDAQ:SBCWW)
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