ZUU Co. Ltd. Group Amends SBC Medical 13D Filing

TL;DR

ZUU Group updated their SBC Medical stake filing on 9/19/24.

AI Summary

On September 19, 2024, ZUU Co. Ltd. and its group members, Kazumasa Tomita and ZUU FUNDERS CO. LTD, filed an amendment to their Schedule 13D regarding SBC Medical Group Holdings Inc. This filing indicates a change in beneficial ownership, though specific dollar amounts or percentages are not detailed in this excerpt.

Why It Matters

This amendment signals a potential shift in control or significant stakeholding in SBC Medical Group Holdings Inc., which could influence the company's future strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate shifts in power or strategy, requiring further investigation to assess the full impact.

Key Players & Entities

• ZUU Co. Ltd. (company) — Filing entity
• Kazumasa Tomita (person) — Group member
• ZUU FUNDERS CO. LTD (company) — Group member
• SBC Medical Group Holdings Inc (company) — Subject company
• Pono Capital Two, Inc. (company) — Former company name
• Randal D. Murdock (person) — Legal representative

FAQ

Key Financial Figures

• $0.0001 — , Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of
• $11.50 — purchase one share of Common Stock for $11.50 per share. The units have been separate
• $88,310 — ass A Shares ") for a purchase price of $88,310, in each case excluding fees and expens

Filing Documents

• ef20036084_sc13da.htm (SC 13D/A) — 139KB
• ef20036084_ex99-7.htm (EX-99.7) — 24KB
• 0001140361-24-041494.txt ( ) — 165KB

of the Initial 13D is hereby supplemented by adding the following paragraphs to the end thereof

Item 3 of the Initial 13D is hereby supplemented by adding the following paragraphs to the end thereof: "From and including August 22, 2024, Funders purchased an additional 8,399 shares of Class A Common Stock, $0.0001 par per share of the Issuer (" Class A Shares ") for a purchase price of $88,310, in each case excluding fees and expenses. Funds for the acquisition of Class A Shares were contributed by investors to the Fund pursuant to the Investment Partnership Contract. Such Class A Shares were converted into Shares upon completion of the Issuer's initial business combination on September 17, 2024." Item 4. Purpose of Transaction.

of the Initial 13D is hereby supplemented by adding the following paragraph to the end thereof

Item 4 of the Initial 13D is hereby supplemented by adding the following paragraph to the end thereof: "The response to Item 3 of Amendment No. 5 to the Initial 13D is incorporated herein by reference." Item 5. Interest in Securities of the Issuer.

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

Item 5 of the Initial 13D is hereby amended and restated as set forth below: "(a) Each of the Reporting Persons other than the Fund may be deemed to beneficially own an aggregate of 5,331,289 Shares representing approximately 4.5% of the Shares outstanding, and the Fund may be deemed to beneficially own an aggregate of 3,001,449 Shares representing approximately 2.6% of the Shares outstanding, in each case based on 116,228,871 shares of Common Stock stated by the Issuer as assumed to be outstanding as of the closing of its initial business combination in Scenario B as described on p. 266 of its in its definitive merger proxy statement filed with the U.S. Securities and Exchange Commission on August 12, 2024. The foregoing amounts that may be deemed to be beneficially owned by the Reporting Persons include 1,503,473 Shares transferred by Dr. Yoshiyuki Aikawa on September 17, 2024 pursuant to the terms of the Non-Redemption Agreement by and among the Issuer, ZUU Target Fund for SBC Medical Group HD Investment Partnership (the "Fund"), SBC Medical Group Holdings Incorporated ("SBC"), and Dr. Yoshiyuki Aikawa dated March 15, 2024, as amended; 80,454 Shares underlying warrants entitling the holder thereof to purchase one Share for $11.50 per Share; and, as to Reporting Persons other than the Fund, held by Second ZUU Target Fund for SBC Medical Group HD Investment Partnership 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 initial business combination on September 17, 2024. (b) Each of the Reporting Persons other than the Fund may be deemed to have shared voting and shared dispositive power with regard to 5,331,289 Shares. The Fund may be deemed to have shared voting and shared dispositive power with regard 3,001,449 Shares. (c) Except as set forth in Exhibit 99.7 to this Amendment No. 5 to the Initial 13D, the Reporting Persons have not

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

Item 6 of the Initial 13D is hereby supplemented by adding the following to the end thereof: "The responses to Items 3, 4, and 5 of Amendment No. 5 to the Initial 13D are incorporated herein by reference." Item 7. Material to be Filed as Exhibits. Exhibit 99.1 Joint Filing Agreement, dated February 6, 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. Dated: September 19, 2024 ZUU CO. LTD. /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President ZUU FUNDERS CO. LTD. By: /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President ZUU TARGET FUND FOR SBC MEDICAL GROUP HD INVESTMENT PARTNERSHIP By: ZUU Funders Co. Ltd., its Operating Partner By: /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President KAZUMASA TOMITA /s/ Kazumasa Tomita

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View this SC 13D/A filing on SEC EDGAR