SBCWW SBC Medical Group Holdings Incorporated

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): February 12, 2025

 

SBC Medical Group Holdings Incorporated

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-41462		88-1192288
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

200 Spectrum Center Dr. STE 300 Irvine, CA		92618
(Address of Principal Executive Offices)		(Zip Code)

 

949-593-0250

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		SBC		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share		SBCWW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On February 12, 2025, SBC Medical Group Holdings Incorporated (“SBC Medical”) issued a press release announcing that it has made a decision to purchase Bitcoin (BTC). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release of SBC Medical Group Holdings Incorporated, dated February 12, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	SBC Medical Group Holdings Incorporated
Date: February 18, 2025	By:	/s/ Ryoji Murata
	Name:	Ryoji Murata
	Title:	Chief Financial Officer

 

 

 

 

Exhibit 99.1

SBC Medical Group Holdings Announces its Purchase of Bitcoin

 

TOKYO—(BUSINESS WIRE)—SBC Medical Group Holdings Incorporated (Nasdaq: SBC) (“SBC Medical” or the “Company”) today announced that it has made a decision to purchase Bitcoin (BTC), the world’s most widely circulated cryptocurrency. This purchase, totaling equivalent to 1 billion yen, is part of the company’s strategic initiatives which aim to build a robust financial base that supports long-term enterprise value creation through the flexible and efficient cash management in response to macroeconomic conditions.

 

Cryptocurrencies are gaining attention as a new store of value and are recognized as a means of improving financial stability through diversification. Particularly during periods of inflation, cryptocurrencies like Bitcoin can serve as an effective asset preservation tool. Bitcoin, as the largest cryptocurrency by market capitalization and with a limited supply, is expected to experience long-term value appreciation and is increasingly recognized as an attractive means of hedging against inflation for corporations.

 

This purchase is positioned as a critical step toward establishing a robust financial foundation that can flexibly adapt to various economic environments and support sustainable growth. By adhering to the principles of asset diversification and implementing rigorous risk management measures, SBC Medical Group Holdings aims to manage this asset prudently and responsibly.

 

Moving forward, the company will continue to prioritize strategic investments that drive business growth while leveraging flexible financial strategies, including cryptocurrencies, to maximize its revenue. SBC Medical Group Holdings is committed to enhancing transparency in its operations and strengthening trust with shareholders and stakeholders alike.

 

The purchase was executed through Coinbase, Inc., a major cryptocurrency exchange in the United States, by SBC Medical Group Holdings, the group’s holding company in the U.S. This decision was made with careful consideration of accounting, tax, and cyber security aspects.

 

Updates on our initiatives and progress will be shared through our official website. We sincerely thank our shareholders and stakeholders for their continued support and understanding as we move forward with our growth-oriented strategies.

 

 

Details of Cryptocurrency Purchase

 

	1.	Cryptocurrency to be Purchased: Bitcoin
	2.	Purchase Amount: equivalent to 1 billion yen
	3.	Purchase Period: February to May 2025 (Planned)

 

About SBC Medical

 

SBC Medical, headquartered in Irvine, California and Tokyo, Japan, owns and provides management services and products to cosmetic treatment centers. The Company is primarily focused on providing comprehensive management services to franchisee clinics, including but not limited to advertising and marketing needs across various platforms (such as social media networks), staff management (such as recruitment and training), booking reservations for franchisee clinic customers, assistance with franchisee employee housing rentals and facility rentals, construction and design of franchisee clinics, medical equipment and medical consumables procurement (resale), the provision of cosmetic products to franchisee clinics for resale to clinic customers, licensure of the use of patent-pending and non-patented medical technologies, trademark and brand use, IT software solutions (including but not limited to remote medical consultations), management of the franchisee clinic’s customer rewards program (customer loyalty point program), and payment tools for the franchisee clinics.
For more information, visit https://sbc-holdings.com/

 

Forward-Looking Statements

 

This press release contains forward-looking statements. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only the Company’s beliefs regarding future events and performance, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These forward-looking statements reflect the Company’s current views with respect to, among other things, the Company’s product launch plans and strategies; growth in revenue and earnings; and business prospects. In some cases, forward-looking statements can be identified by the use of words such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” “targets” or “hopes” or the negative of these or similar terms. The Company cautions readers not to place undue reliance upon any forward-looking statements, which are current only as of the date of this release and are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. The forward-looking statements are based on management’s current expectations and are not guarantees of future performance. The Company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Factors that may cause actual results to differ materially from current expectations may emerge from time to time, and it is not possible for the Company to predict all of them; such factors include, among other things, changes in global, regional, or local economic, business, competitive, market and regulatory conditions, and those listed under the heading “Risk Factors” and elsewhere in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov.

 

Contacts

 

SBC Medical Group Holdings Incorporated
Hikaru Fukui / Head of Investor Relations
e-mail: ir@sbc-holdings.com

 

 

 

v3.25.0.1

Cover	Feb. 12, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 12, 2025
Entity File Number	001-41462
Entity Registrant Name	SBC Medical Group Holdings Incorporated
Entity Central Index Key	0001930313
Entity Tax Identification Number	88-1192288
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 Spectrum Center Dr. STE 300
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	949
Local Phone Number	593-0250
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, $0.0001 par value per share
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	SBC
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	SBCWW
Security Exchange Name	NASDAQ

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