Aikawa Amends SBC Medical Group Holdings Stake

TL;DR

Yoshiyuki Aikawa updated their 13D filing for SBC Medical Group Holdings. Check for ownership changes.

AI Summary

Yoshiyuki Aikawa has amended their Schedule 13D filing for SBC Medical Group Holdings Inc. The amendment, filed on September 23, 2024, relates to the acquisition of securities as of September 17, 2024. Aikawa is listed with a mailing address in Tokyo, Japan, and the filing is an amendment to a previous Schedule 13G filing.

Why It Matters

This amendment indicates a change in the ownership or reporting of shares by a significant holder, potentially impacting market perception and trading activity for SBC Medical Group Holdings Inc.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often signal changes in significant beneficial ownership, which can introduce uncertainty or indicate strategic shifts.

Key Players & Entities

• Yoshiyuki Aikawa (person) — Filing person and beneficial owner
• SBC Medical Group Holdings Inc (company) — Subject company
• Pono Capital Two, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ated (Name of Issuer) Common Stock, $0.0001 par va lue per share (Title of Class
• $0 — p (“ ZUU Target Fund ”) for $0 pursuant to the terms of that certain N

Filing Documents

• ea0215349-13da1aikawa_sbc.htm (SC 13D/A) — 39KB
• ea021534901ex10-6_sbc.htm (EX-10.6) — 10KB
• 0001213900-24-080820.txt ( ) — 50KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Schedule 13D is hereby supplemented by adding the following

Item 3 of the Schedule 13D is hereby supplemented by adding the following paragraph to the end thereof: On September 17, 2024, the Reporting Person transferred 1,503,473 shares of the Merger Consideration Shares (“ Incentive Shares ”) to ZUU Target Fund for SBC Medical Group HD Investment Partnership (“ ZUU Target Fund ”) for $0 pursuant to the terms of that certain Non-Redemption Agreement, dated as of January 11, 2024, among the Issuer, ZUU Target Fund, SBC Medical Group Holdings Incorporated (now known as SBC Medical Group, Inc.), and Yoshiyuki Aikawa, as amended as of March 15, 2024 and August 8, 2024, and Acknowledgment and Waiver Pursuant to Lock-Up Agreement, dated September 5, 2024, between the Issuer and Yoshiyuki Aikawa.

Purpose of Transaction

Item 4. Purpose of Transaction The first paragraph of Item 4 of the Schedule 13D is hereby amended and restated as set forth below: The Reporting Person holds 92,958,960 shares of the Issuer’s common stock, consisting of Merger Consideration Shares and Conversion Shares less Incentive Shares, representing 92.3% of the issued and outstanding shares of the Issuer’s common stock immediately following (i) the consummation of the Business Combination and (ii) transfer of Incentive Shares to ZUU Target Fund described in Item 3 above. The Reporting Person is also a director, Chairman and Chief Executive Officer of the Issuer. As the holder of a majority of interest in the Issuer and a director and officer of the Issuer, the Reporting Person is able to control the Issuer’s business and may have influence over the corporate activities of the Issuer; including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

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

Item 5 of the Schedule 13D is hereby amended and restated as set forth below: (a) - (b) The following disclosure is based on 100,743,253 shares of common stock issued and outstanding of the Issuer following the consummation of the Business Combination. As of the date of this Amendment No. 1 to Schedule 13D, the Reporting Person may be deemed to be the beneficial owner of 92,958,960 shares of common stock, consisting of Merger Consideration Shares and Conversion Shares less Incentive Shares, representing approximately 92.3% of the issued and outstanding shares of common stock of the Issuer immediately following (i) the consummation of the Business Combination and (ii) transfer of Incentive Shares to ZUU Target Fund described in Item 3 above. (c) Except as disclosed in Item 3, the Reporting Person has not effectuated any transactions during the past 60 days in any shares of common stock of the Issuer. (d) Not applicable. (e) Not applicable. 3

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Number Description 10.1 Form of Lock-Up Agreement by certain SBC Medical Group Holdings Incorporated equity holders (incorporated by reference to Exhibit C to Annex A to the Definitive Proxy Statement filed by the Issuer with the SEC on August 12, 2024) . 10.2 Form of Registration Rights Agreement by certain SBC Medical Group Holdings Incorporated equity holders (incorporated by reference to Exhibit E to Annex A to the Definitive Proxy Statement filed by the Issuer with the SEC on August 12, 2024) . 10.3 Non-Redemption Agreement, dated as of January 11, 2024, among the Issuer, ZUU Target Fund for SBC Medical Group HD Investment Partnership, SBC Medical Group Holdings Incorporated (now known as SBC Medical Group, Inc.), and Yoshiyuki Aikawa (incorporated by reference to Exhibit 99.3 to Schedule 13D filed by ZUU Target Fund for SBC Medical Group HD Investment Partnership with the SEC on February 6, 2024) . 10.4 Amendment to Non-Redemption Agreement, dated as of March 15, 2024, among the Issuer, ZUU Target Fund for SBC Medical Group HD Investment Partnership, SBC Medical Group Holdings Incorporated (now known as SBC Medical Group, Inc.), and Yoshiyuki Aikawa (incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended December 31, 2023 filed by the Issuer with the SEC on March 19, 2024) . 10.5 Amendment No. 2 to Non-Redemption Agreement, dated as of August 8, 2024, among the Issuer, ZUU Target Fund for SBC Medical Group HD Investment Partnership, SBC Medical Group Holdings Incorporated (now known as SBC Medical Group, Inc.), and Yoshiyuki Aikawa (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Issuer with the SEC on August 12, 2024). 10.6 Acknowledgement and Waiver Pursuant to Lock-Up Agreement, dated September 5, 2024, between the Issuer and Yoshiyuki Aikawa. 4 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify tha

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View this SC 13D/A filing on SEC EDGAR