SBC Medical Group Holdings Inc. Files 8-K
Ticker: SBCWW · Form: 8-K · Filed: Dec 15, 2025 · CIK: 1930313
Sentiment: neutral
Topics: corporate-action, filing-update, warrants
TL;DR
SBC Medical Group Holdings Inc. filed an 8-K on 12/15/25, updating corporate info and detailing stock/warrant details.
AI Summary
SBC Medical Group Holdings Inc. filed an 8-K on December 15, 2025, reporting events as of December 13, 2025. The filing indicates the company's former name was Pono Capital Two, Inc., with a name change on May 20, 2022. The report includes information on redeemable warrants and common stock.
Why It Matters
This 8-K filing provides an update on SBC Medical Group Holdings Inc.'s corporate structure and financial instruments, including details on their common stock and redeemable warrants.
Risk Assessment
Risk Level: low — This filing is a routine corporate update and does not appear to contain significant new risks or material adverse information.
Key Numbers
- 11.50 — Exercise Price (Per share exercise price for redeemable warrants)
Key Players & Entities
- SBC Medical Group Holdings Inc. (company) — Registrant
- Pono Capital Two, Inc. (company) — Former company name
- December 13, 2025 (date) — Earliest event reported date
- December 15, 2025 (date) — Date of report
- May 20, 2022 (date) — Date of name change
FAQ
What is the par value of SBC Medical Group Holdings Inc.'s common stock?
The par value of SBC Medical Group Holdings Inc.'s common stock is $0.0001 per share.
What is the exercise price for the redeemable warrants?
The exercise price for the redeemable warrants is $11.50 per share.
When was the name change from Pono Capital Two, Inc. to SBC Medical Group Holdings Inc.?
The name change occurred on May 20, 2022.
What is the filing date of this 8-K report?
The 8-K report was filed on December 15, 2025.
What is the earliest event date reported in this filing?
The earliest event reported in this filing is December 13, 2025.
Filing Stats: 1,093 words · 4 min read · ~4 pages · Grade level 12.1 · Accepted 2025-12-15 06:01:43
Key Financial Figures
- $0.0001 — nge on which registered Common Stock, $0.0001 par value per share SBC The Nasdaq
- $11.50 — of Common Stock at an exercise price of $11.50 per share SBCWW The Nasdaq Stock Ma
Filing Documents
- sbc-20251213.htm (8-K) — 61KB
- sbc-ex99_1.htm (EX-99.1) — 45KB
- 0001193125-25-318331.txt ( ) — 257KB
- sbc-20251213.xsd (EX-101.SCH) — 47KB
- sbc-20251213_htm.xml (XML) — 7KB
01 Other Events
Item 8.01 Other Events. On December 13, 2025, SBC Medical Group Holdings Incorporated (the "Company") issued a press release announcing that the final results of the tender offer (the "Tender Offer") conducted by SBC Medical Group Co., Ltd. ("SBCMG") for shares of the common stock of Waqoo, Inc. ("Waqoo"), a Japanese corporation listed on the Tokyo Stock Exchange Growth Market. Below is a summary of the Tender Offer and the results: Tender Offeror: SBC Medical Group Co., Ltd. Target: Waqoo, Inc. (TSE Growth: 4937) Securities Sought: Common stock of Waqoo Offer Period: November 14, 2025 through December 12, 2025 Offer Price: 1,900 per share Maximum Number of Shares to Be Purchased: 575,000 shares Minimum Number of Shares to Be Purchased: None Total number of shares tendered: 637,817 shares Total number of shares to Be Purchased: 575,052 shares Settlement Date: December 19, 2025 Settlement Agent: SBI SECURITIES Co., Ltd. As the total number of tendered shares exceeded the maximum planned purchase volume of 575,000 shares, the Tender Offeror will purchase shares on a pro rata basis in accordance with Japanese tender offer regulations, and shares tendered in excess of such allocation will not be purchased. Through the Tender Offer, SBCMG will hold 9,286 voting rights, representing an ownership ratio of 24.93% (calculated pursuant to Japanese law) with settlement scheduled to commence on December 19, 2025. In addition, a special related party, the largest shareholder of Waqoo, is expected to transfer all of its remaining shares to SBCMG through an off-market transaction outside of the Tender Offer, also effective as of December 19, 2025. As a result of these transactions, SBCMG's ownership ratio of the voting rights of Waqoo is expected to exceed 50% as of the settlement date. (Note: Ownership ratios are calculated based on outstanding shares including potential shares as of the reference date, and rounded to the nearest 0.01%.) The Compan
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated December 13, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
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: December 15, 2025 By: /s/ Yuya Yoshida Name: Yuya Yoshida Title: Chief Financial Officer