ZUU Co. Ltd. Amends SBC Medical Stake

TL;DR

ZUU Co. Ltd. group filed 13D/A for SBC Medical, watch for ownership changes.

AI Summary

On September 24, 2024, ZUU Co. Ltd. and its group members, Kazumasa Tomita and ZUU FUNDERS CO. LTD, filed an amendment (Amendment No. 6) to their Schedule 13D regarding SBC Medical Group Holdings Inc. This filing indicates a change in beneficial ownership, though specific new dollar amounts or percentage changes were not detailed in the provided text.

Why It Matters

This filing signals a potential shift in control or significant influence over SBC Medical Group Holdings Inc. by ZUU Co. Ltd. and its associates, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing uncertainty for investors.

Key Numbers

• 0001930313 — Central Index Key (Identifier for SBC Medical Group Holdings Inc.)
• 005-93729 — SEC File Number (SEC filing number for SBC Medical Group Holdings Inc.)

Key Players & Entities

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

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

Filing Documents

• ef20036230_sc13da.htm (SC 13D/A) — 138KB
• ef20036230_ex99-7.htm (EX-99.7) — 28KB
• 0001140361-24-041791.txt ( ) — 168KB

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 5,291,569 Shares representing approximately 5.13% of the Shares outstanding, and the Fund may be deemed to beneficially own an aggregate of 2,961,729 Shares representing approximately 2.94% of the Shares outstanding, in each case based on 100,743,253 shares of Common Stock stated by the Issuer as outstanding as of the closing of its initial business combination as described in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 20, 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 5,291,569 Shares. The Fund may be deemed to have shared voting and shared dispositive power with regard 2,961,729 Shares. (c) Except as set forth in Exhibit 99.7 to this Amendment No. 6 to the Initial 13D, the Reporting Persons have not engaged in any transactions in the Shares duri

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 Item 5 of Amendment No. 6 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 24, 2024 ZUU CO. LTD. By: /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 By: /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President

View Full Filing

View this SC 13D/A filing on SEC EDGAR