ZUU Co. Ltd. Amends SBC Medical Stake Filing

TL;DR

ZUU Co. Ltd. filed an update on their SBC Medical Group Holdings stake. Keep an eye on this.

AI Summary

ZUU Co. Ltd. and its affiliated entities, including Kazumasa Tomita, have filed an amendment (Amendment No. 7) to their Schedule 13D concerning SBC Medical Group Holdings, Inc. The filing, dated October 1, 2024, indicates a change in beneficial ownership. The group previously held a significant stake and this amendment likely reflects ongoing or updated reporting requirements related to their investment in SBC Medical Group Holdings, Inc.

Why It Matters

This filing updates the market on significant ownership changes or reporting for SBC Medical Group Holdings, Inc., potentially impacting its stock price and investor sentiment.

Risk Assessment

Risk Level: medium — Schedule 13D filings often signal significant investor activity, which can lead to increased volatility.

Key Players & Entities

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

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

• ef20036495_sc13da.htm (SC 13D/A) — 168KB
• ef20036495_ex99-1.htm (EX-99.1) — 11KB
• ef20036495_ex99-7.htm (EX-99.7) — 29KB
• 0001140361-24-042519.txt ( ) — 209KB

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 5,057,534 Shares representing approximately 4.9% of the Shares outstanding, and the Fund may be deemed to beneficially own an aggregate of 2,727,694 Shares representing approximately 2.71% 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 (the "Second Fund") 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 and the Second Fund may be deemed to have shared voting and shared dispositive power with regard to 5,057,534 Shares. The Fund may be deemed to have shared voting and shared dispositive power with regard to 2,727,694 Shares. The Second Fund may be deemed to have shared voting and shared dispositive power with regard to 2,329,840 Shares. (c) E

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. 7 to the Initial 13D are incorporated herein by reference." Item 7. Material to be Filed as Exhibits. Exhibit 99.1 Joint Filing Agreement, dated October 1, 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: October 1, 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 SECOND 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