SBC Medical Group Holdings Files for IPO

TL;DR

SBC Medical Group Holdings (fka Pono Capital Two) filed for IPO on Oct 8, 2024. Get ready for new shares.

AI Summary

SBC Medical Group Holdings Inc. filed an S-1 registration statement on October 8, 2024, for its initial public offering. The company, formerly known as Pono Capital Two, Inc., is incorporated in Delaware and headquartered in Irvine, California. This filing marks a significant step towards becoming a publicly traded entity, allowing it to raise capital from investors.

Why It Matters

This S-1 filing indicates SBC Medical Group Holdings Inc. is preparing to become a publicly traded company, which could lead to increased investment and growth opportunities in the medical services sector.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company seeking to go public, which inherently carries risks associated with market reception and operational execution.

Key Numbers

• 333-282540 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 0001930313 — Central Index Key (Unique identifier for SBC Medical Group Holdings Inc. in SEC filings.)

Key Players & Entities

• SBC Medical Group Holdings Inc (company) — Registrant
• Pono Capital Two, Inc. (company) — Former company name
• October 8, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Irvine, California (location) — Business address
• 8011 (sic_code) — Standard Industrial Classification Code

FAQ

Key Financial Figures

• $0.0001 — 5 shares of our common stock, par value $0.0001 per share ("Common Stock"), which consi
• $11.50 — se Common Stock at an exercise price of $11.50 per share of Common Stock and (ii) 634,
• $8.31 — rted sale price of our common stock was $8.31 per share and the last reported sale pr
• $0.1103 — d sale price of our public warrants was $0.1103 per warrant. You are urged to obtain cu
• $10.00 — ers' over -allotment option in full, at $10.00 per Unit, generating gross proceeds of
• $115,000,000 — per Unit, generating gross proceeds of $115,000,000 (the "Pono IPO"). Simultaneously with
• $6,343,750 — n in full, generating gross proceeds of $6,343,750 (the "Private Placement"). A total of
• $117,875,000 — (the "Private Placement"). A total of $117,875,000, comprised of proceeds from the Pono IP
• $100,078,879 — 9,577,250 Class A shares for a total of $100,078,879. On June 21, 2023, the parties entered
• $1.076 billion — erger Consideration") was approximately $1.076 billion. In connection with the Special Meeting
• $11.05 — dline of August 21, 2024, at a price of $11.05 per share, for an aggregate payment fro
• $1.5 million — m Pono's trust account of approximately $1.5 million. 1 Table of Contents Effective Sept
• $16.731 million — y prior to the Closing of approximately $16.731 million. Such balance in the trust account was
• $0 — Dr. Aikawa to ZUU Funders Co., Ltd. for $0 as incentive shares pursuant to the Non

Filing Documents

• ea0216043-01.htm (S-1) — 21953KB
• ea021604301ex5-1_sbcmed.htm (EX-5.1) — 25KB
• ea021604301ex10-13_sbcmed.htm (EX-10.13) — 11KB
• ea021604301ex23-1_sbcmed.htm (EX-23.1) — 3KB
• ea021604301ex23-2_sbcmed.htm (EX-23.2) — 2KB
• ea021604301ex-fee_sbcmed.htm (EX-FILING FEES) — 19KB
• ex5-1_001.jpg (GRAPHIC) — 28KB
• tsbc_logo.jpg (GRAPHIC) — 38KB
• timage_001.jpg (GRAPHIC) — 623KB
• timage_002.jpg (GRAPHIC) — 649KB
• 0001213900-24-086109.txt ( ) — 35151KB
• sbc-20240630.xsd (EX-101.SCH) — 63KB
• sbc-20240630_cal.xml (EX-101.CAL) — 25KB
• sbc-20240630_def.xml (EX-101.DEF) — 311KB
• sbc-20240630_lab.xml (EX-101.LAB) — 475KB
• sbc-20240630_pre.xml (EX-101.PRE) — 315KB
• ea0216043-01_htm.xml (XML) — 2649KB

USE OF PROCEEDS

USE OF PROCEEDS 51 DETERMINATION OF OFFERING PRICE 52 DIVIDEND POLICY 53 MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 54 DESCRIPTION OF BUSINESS 55

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 113 UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED FINANCIAL INFORMATION 114

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF LEGACY SBC

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF LEGACY SBC 126

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PONO CAPITAL TWO, INC

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PONO CAPITAL TWO, INC. 145 MANAGEMENT 152

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 157

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 165 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 166

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 173 SELLING SECURITYHOLDERS 180 PLAN OF DISTRIBUTION 183 SHARES ELIGIBLE FOR FUTURE SALE 186 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 188 LEGAL MATTERS 192 EXPERTS 192 CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT 192 DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 193 WHERE YOU CAN FIND ADDITIONAL INFORMATION 193 INDEX TO FINANCIAL STATEMENTS F-1 No dealer, salesperson or other individual has been authorized to give any information or to make any representation other than those contained in this prospectus in connection with the offer made by this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by us or the Selling Securityholders. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs or that information contained herein is correct as of any time subsequent to the date hereof. For investors outside the United States: We have not, and the Selling Securityholders has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside the United States. i Table of Conten

View Full Filing

View this S-1 filing on SEC EDGAR