SBC on Nasdaq

SBC Medical Group Holdings Inc

SBC Medical Group Holdings Inc is an American Offices and Clinics of Doctors of Medicine services company.1 It is headquartered in Irvine, California.1

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Last updated Oct 21, 2026.

Overview

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  • TickerSBC on Nasdaq1
  • IndustryServices-Offices & Clinics of Doctors of Medicine1
  • HeadquartersIrvine, California1
  • Incorporated inDE2
  • Business address200 Spectrum Center Dr., Suite 300, Irvine, Ca 926182
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2

We were originally incorporated in Delaware on March 11, 2022 under the name “Pono Capital Two, Inc.,” referred to herein as “Pono,” as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

73.3%Gross margin5
38.9%Operating margin5
29.4%Net margin5
-15.5%Revenue growth, 20255
20.5%Return on equity5
0.17×Debt to equity5
$23.3MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Procurement Services brought in 32% of the revenue SBC Medical Group Holdings Inc broke down this way in fiscal 2025.

  1. Procurement Services$56.1M532%up 2% from 2024
  2. Franchising$45.9M526%down 25% from 2024
  3. Management Services$29.6M517%down 44% from 2024
  4. Rental Income$23.0M513%up 43% from 2024
  5. Other$18.9M511%down 7% from 2024
Products and services by year
Products and services20242025
Procurement Services$54.8M$56.1M
Franchising$61.0M$45.9M
Management Services$53.1M$29.6M
Rental Income$16.1M$23.0M
Other$20.3M$18.9M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue25¢$46.3M
  • Selling, general and admin32¢$59.8M
  • Interest0¢$148.2K
  • Income tax16¢$31.0M
  • Profit27¢$51.0M

Out of $173.6M in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Capital spending6¢$1.4M
  • Share buybacks20¢$5.0M
  • Kept or used elsewhere74¢$18.3M

Out of $24.7M of cash from operations.5

Financial statements

Revenue65$173.6M in 2025−10% since 2023
0$100.0M$200.0M$300.0M2023: $193.5M$193.5M20232024: $205.4M$205.4M2024+6%2025: $173.6M$173.6M2025−15%
Gross profit65$127.3M in 2025−7% since 2023
0$50.0M$100.0M$150.0M$200.0M2023: $137.3M$137.3M20232024: $156.1M$156.1M2024+14%2025: $127.3M$127.3M2025−18%
Operating income65$67.5M in 2025−4% since 2023
0$20.0M$40.0M$60.0M$80.0M2023: $70.7M$70.7M20232024: $70.3M$70.3M2024−1%2025: $67.5M$67.5M2025−4%
Net income65$51.0M in 2025+30% since 2023
0$20.0M$40.0M$60.0M2023: $39.4M$39.4M20232024: $46.6M$46.6M2024+18%2025: $51.0M$51.0M2025+9%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Total revenues, net$173.6M$205.4M
Gross profit$127.3M$156.1M
Selling, general and administrative expenses (including selling, general and administrative expenses from related parties of $751,096 and nil for the years ended December 31, 2025 and 2024, respectively)$59.8M$57.7M
Stock-based compensation$0$13.0M
Impairment loss on intangible asset$0$15.1M
Total operating expenses$59.8M$85.7M
Income from operations$67.5M$70.3M
Interest income$198.3K$19.9K
Interest expense-$160.6K-$28.3K
Foreign currency exchange gain, net$2.0M$895.7K
Other expenses-$1.3M-$5.5M
Gain on redemption of life insurance policies$8.7M$0
Gain on disposal of subsidiary$0$3.8M
Total other income$14.6M$3.2M
Income before income taxes$82.1M$73.5M
Effective tax rate$31.0M$26.8M
Net income$51.0M$46.7M
Less: net income attributable to non-controlling interests$59.4K$75.6K
Net income attributable to SBC Medical Group Holdings Incorporated$51.0M$46.6M
Foreign currency translation adjustment-$2.9M-$16.6M
Total comprehensive income$48.1M$30.1M
Less: comprehensive income attributable to non-controlling interests$225.7K$117.8K
Comprehensive income attributable to SBC Medical Group Holdings Incorporated$47.9M$30.0M
Net income per share attributable to SBC Medical Group Holdings Incorporated - Basic$0.50$0.48
Net income per share attributable to SBC Medical Group Holdings Incorporated - Diluted$0.50$0.48
Weighted average shares outstanding - Basic103.0M shares96.6M shares
Weighted average shares outstanding - Diluted103.0M shares96.6M shares
Cost of revenues$46.3M$49.4M
Other income$5.1M$3.9M

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Corporate structure

SBC Medical Group Holdings Inc sits at the top of its group. 21 entities, 4 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of SBC Medical Group Holdings Inc

  • SBC Medical Group Holdings Inc Irvine, California
    • Aesthetic Healthcare Holdings Pte. Ltd. Subsidiary · Singapore
    • Aikawa Medical Management, Inc. Subsidiary · California, United States
    • Cell Pro Japan Co., Ltd. Subsidiary · Japan
    • Dermasolutions Pte. Ltd. Subsidiary · Singapore
    • Dermasolutions Services Pte. Ltd. Subsidiary · Singapore
    • Liesta Co., Ltd. Subsidiary · Japan
    • MB career lounge Co., Ltd. Subsidiary · Japan
    • Medical Payment Co., Ltd. Subsidiary · Japan
    • Rochor Clinic Pte. Ltd. Subsidiary · Singapore
    • SBC Healthcare, Inc. Subsidiary · Delaware, United States
    • SBC Irvine, LLC Subsidiary · Delaware, United States
    • SBC Marketing Co., Ltd. Subsidiary · Japan
    • SBC MEDICAL APAC PTE. LTD. Subsidiary · Singapore
    • SBC Medical Consulting Co., Ltd. Subsidiary · Japan
    • SBC Medical Group Co., Ltd. Subsidiary · Japan
    • SBC Sealane Co., Ltd. Subsidiary · Japan
    • Shoubikai Medical Vietnam Co., Ltd. Subsidiary · Vietnam
    • Waqoo, Inc. Subsidiary · Japan
    • Wen & Weng Family Clinic Pte. Ltd. Subsidiary · Singapore
    • Wen & Weng Medical Group Pte. Ltd. Subsidiary · Singapore

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What SBC Medical Group Holdings Inc reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$16.7M5 Dec 31, 2025$20.0M5 Dec 31, 2024−16.7%
Accumulated depreciation$7.7M5 Dec 31, 2025$8.7M5 Dec 31, 2024−12.4%
Property and equipment, net$7.5M5 Dec 31, 2025$8.8M5 Dec 31, 2024−14.1%
Finance-lease assets$450.9K5 Dec 31, 2025$05 Dec 31, 2024
Operating-lease assets (leased space)$8.4M5 Dec 31, 2025$5.3M5 Dec 31, 2024+58.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$163.8M5 Dec 31, 2025$125.0M5 Dec 31, 2024+31.0%
Marketable securities, current$319.2K5 Dec 31, 2025$05 Dec 31, 2024
Debt securities available for sale$319.2K5 Dec 31, 2025$05 Dec 31, 2024
Stakes in other companies (equity method)$20.3M5 Dec 31, 2025$05 Dec 31, 2024
Long-term investments$3.0M6 Dec 31, 2024$849.4K6 Dec 31, 2023+259.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$15.4M5 Dec 31, 2025$4.6M5 Dec 31, 2024+234.5%
Intangible assets, net (excluding goodwill)$47.7M5 Dec 31, 2025$1.6M5 Dec 31, 2024+2902.6%
Accumulated amortization$2.6M5 Dec 31, 2025$2.1M5 Dec 31, 2024+26.9%
Finite-lived intangibles, net$47.7M5 Sep 30, 2025

Inventory

ItemLatestA year beforeChange
Inventory, total$2.8M5 Dec 31, 2025$1.5M5 Dec 31, 2024+86.8%

Properties, in its own words

Our principal executive office is located at 200 Spectrum Center Dr., Suite 300, Irvine, CA 92618, where we lease our office space with an aggregate floor area of approximately 215 square feet from an unrelated third party under an operating lease agreement. We utilize this space for our corporate administration. In addition, our operating subsidiaries conduct business primarily in Japan, utilizing leased office space in Tokyo and other locations.

As of the date of this Annual Report, we do not currently own any of our facilities. The following table shows the location of our primary leased facilities, the name of the entity leasing the space, the annual rent, approximate square footage, primary use, and lease expiration date.

The rest of Item 2

We believe that our existing facilities are generally adequate to meet our current needs, but we expect to seek additional space as needed to accommodate our future growth. There are no major facilities currently inactive. Annual rent below does not include consumption tax, where applicable.

Name of Lessee · Location · Primary Use · Annual rent(US dollars) · ApproximateSize inSquare Feet · LeaseExpiration Date · Note(RelatedParty)

SBC Medical Group Holdings Incorporated · California · Headquarters · 13,546 · 420 · 05/31/2026

SBC Medical Group Co., Ltd. · Tokyo · Office · 554,317 · 9,536 · 10/31/2028

SBC Medical Group Co., Ltd. · Tokyo · Meeting Room · 404,275 · 7,543 · 12/31/2028

SBC Medical Group Co., Ltd. · Tokyo · Beauty salon · 128,398 · 1,807 · 1/31/2028

SBC Medical Group Co., Ltd. · Tokyo · Lounge · 69,712 · 1,048 · 4/22/2028

SBC Medical Group Co., Ltd. · Tokyo · Equipment warehouse · 65,072 · 1,886 · 5/31/2028

SBC Medical Group Co., Ltd. · Tokyo · Office · 100,006 · 1,935 · 6/30/2030

SBC Medical Group Co., Ltd. · Tokyo · Main Office · 237,357 · 9,664 · 8/31/2027

SBC Medical Group Co., Ltd. · Osaka · Office · 237,217 · 6,121 · 8/31/2026

SBC Medical Group Co., Ltd. · Osaka · Call center · 53,898 · 3,338 · 7/31/2026

SBC Medical Group Co., Ltd. · Kanagawa · Main Office · 10,446 · 1,882 · 9/30/2027 · Y

SBC Medical Group Co., Ltd. · Tokyo · Call center · 114,584 · 4,853 · 1/31/2028

SBC Medical Group Co., Ltd. · Sendai · Call center · 87,313 · 5,754 · 10/31/2026

SBC Sealane Co., Ltd. · Tokyo · Main Office · 38,303 · 4,558 · 4/30/2026 · Y

Wen & Weng Medical Group Pte. Ltd. · Singapore · Office and Clinic · 426,792 · 3,875 · 9/7/2028

Rochor Clinic Pte. Ltd. · Singapore · Clinic · 52,269 · 742 · 3/31/2027

Dermasolutions Pte. Ltd. · Singapore · Clinic · 75,940 · 678 · 9/30/2027

Dermasolutions Services Pte. Ltd. · Singapore · Beauty salon · 79,292 · 259 · 6/30/2027

Dermasolutions Services Pte. Ltd. · Singapore · Beauty salon · 74,825 · 431 · 4/23/2026

Dermasolutions Services Pte. Ltd. · Singapore · Beauty salon · 71,945 · 234 · 6/23/2027

Dermasolutions Services Pte. Ltd. · Singapore · Beauty salon · 88,866 · 312 · 3/31/2028

Dermasolutions Services Pte. Ltd. · Singapore · Beauty salon · 56,061 · 194 · 3/21/2028

Dermasolutions Services Pte. Ltd. · Singapore · Beauty salon · 107,899 · 272 · 7/29/2028

Dermasolutions Services Pte. Ltd. · Singapore · Beauty salon · 83,249 · 291 · 5/30/2028

Dermasolutions Services Pte. Ltd. · Singapore · Beauty salon · 62,687 · 183 · 11/19/2028

Dermasolutions Services Pte. Ltd. · Singapore · Beauty salon · 76,007 · 312 · 11/11/2028

Wen & Weng Family Clinic Pte. Ltd. · Singapore · Clinic · 52,736 · 657 · 8/31/2028

Waqoo, Inc. · Tokyo · Main Office · 122,227 · 4,731 · 12/31/2026

Cell Pro Japan Co., Ltd. · Kanagawa · Main Office and R&D facilities · 280,595 · 4,872 · 7/31/2029

Item 2 of the 10-K filed Mar 27, 2026.4

Leadership

Who has led SBC Medical Group Holdings Inc, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (9)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Aesthetic Healthcare Holdings Pte. Ltd. Singapore3
  • Aikawa Medical Management, Inc. California3
  • Cell Pro Japan Co., Ltd. Japan3
  • Dermasolutions Pte. Ltd. Singapore3
  • Dermasolutions Services Pte. Ltd. Singapore3
  • Liesta Co., Ltd. Japan3
  • MB career lounge Co., Ltd. Japan3
  • Medical Payment Co., Ltd. Japan3
  • Rochor Clinic Pte. Ltd. Singapore3
  • SBC Healthcare, Inc. Delaware3
  • SBC Irvine, LLC Delaware3
  • SBC MEDICAL APAC PTE. LTD. Singapore3
  • SBC Marketing Co., Ltd. Japan3
  • SBC Medical Consulting Co., Ltd. Japan3
  • SBC Medical Group Co., Ltd. Japan3
  • SBC Medical Group, Inc. Delaware3
  • SBC Sealane Co., Ltd. Japan3
  • Shoubikai Medical Vietnam Co., Ltd. Vietnam3
  • Waqoo, Inc. Japan3
  • Wen & Weng Family Clinic Pte. Ltd. Singapore3
  • Wen & Weng Medical Group Pte. Ltd. Singapore3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Pono Capital Two, Inc.Jun 14, 2022 to Aug 29, 20242

Timeline

  1. Aug 13, 20268-K Results of operations; Regulation FD disclosure24
  2. Jul 14, 20268-K Listing notice or transfer; Change to shareholders' rights; Bylaws or fiscal year changed25
  3. May 20, 20268-K Executive or director change26
  4. May 14, 20268-K Results of operations; Regulation FD disclosure27
  5. Apr 23, 20268-K Entered a material agreement28
  6. Mar 27, 20268-K Results of operations; Regulation FD disclosure; Other events29
  7. Jan 5, 20268-K Regulation FD disclosure; Other events30
  8. Dec 31, 20258-K Regulation FD disclosure; Other events31
  9. Dec 15, 20258-K Other events32
  10. Nov 14, 20258-K Results of operations33
  11. Nov 13, 20258-K Other events34
  12. Aug 13, 20258-K Results of operations35
  13. Sep 17, 2024New chief executive Yoshiyuki Aikawa becomes CEO11
  14. Aug 10, 2022New chief executive Darryl Nakamoto becomes CEO12

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.12 a share, on Nov 14, 2025.36

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results24
  2. May 14, 2026Reported quarterly or annual results27
  3. Mar 27, 2026Reported quarterly or annual results29
  4. Nov 14, 2025Reported quarterly or annual results33
  5. Aug 13, 2025Reported quarterly or annual results35
  6. May 15, 2025Reported quarterly or annual results37
  7. Mar 28, 2025Reported quarterly or annual results38
  8. Nov 13, 2024Reported quarterly or annual results39

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

232 filings to the SEC since October 2021: 7 annual reports, 13 quarterly reports, 46 major events, 54 insider forms, 25 large holders, 87 other. The latest 20:

  1. Aug 13, 202610-Q EDGAR
  2. Aug 13, 20268-K EDGAR
  3. Jul 14, 20268-K EDGAR
  4. May 28, 2026ARS EDGAR
  5. May 28, 2026DEFA14A EDGAR
  6. May 28, 2026DEF 14A EDGAR
  7. May 20, 20268-K EDGAR
  8. May 15, 2026PRE 14A EDGAR
  9. May 14, 202610-Q EDGAR
  10. May 14, 20268-K EDGAR
  11. Apr 30, 202610-K/A EDGAR
  12. Apr 29, 20264 EDGAR
  13. Apr 23, 20264 EDGAR
  14. Apr 23, 20268-K EDGAR
  15. Apr 21, 2026SCHEDULE 13D/A EDGAR
  16. Apr 20, 2026424B7 EDGAR
  17. Apr 17, 2026424B7 EDGAR
  18. Mar 27, 20268-K EDGAR
  19. Mar 27, 202610-K EDGAR
  20. Mar 13, 2026SCHEDULE 13G EDGAR

The 232 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

61 open-market trades by officers, directors and large owners since October 2021: 54 buys and 7 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Apr 28, 2026Aikawa YoshiyukiChairman and CEOSale465,000$3.02$1.4MForm 4
Apr 21, 2026Aikawa YoshiyukiChairman and CEOSale3,100,000$3.02$9.4MForm 4
Mar 6, 2026Aikawa YoshiyukiChairman and CEOSale4,422,900$2.12$9.4MForm 4
Sep 19, 2024ZUU Funders Co. Ltd.10% ownerSale6,196$7.34$45.5KForm 4
Aug 22, 2024ZUU Target Fund for SBC Medical Group HD Investment Partnership10% ownerBuy8,399$10.51$88.3KForm 4
Aug 21, 2024ZUU Target Fund for SBC Medical Group HD Investment Partnership10% ownerSale4,755$11.38$54.1KForm 4
Aug 20, 2024Tomita Kazumasa10% ownerSale5,000$11.72$58.6KForm 4
Aug 19, 2024Tomita Kazumasa10% ownerSale70,000$11.45$801.5KForm 4
Aug 1, 2024ZUU Funders Co. Ltd.10% ownerBuy2,487$12.82$31.9KForm 4
Jul 31, 2024ZUU Funders Co. Ltd.10% ownerBuy12$12.50$150Form 4
Jul 24, 2024Tomita Kazumasa10% ownerBuy15,509$13.00$201.6KForm 4
Jul 19, 2024ZUU Co. Ltd.10% ownerBuy2$13.00$26Form 4
Jul 17, 2024ZUU Co. Ltd.10% ownerBuy5,404$13.00$70.3KForm 4
Jul 15, 2024Tomita Kazumasa10% ownerBuy4,342$13.00$56.4KForm 4
Jul 12, 2024Tomita Kazumasa10% ownerBuy203$13.00$2.6KForm 4
Jul 11, 2024ZUU Co. Ltd.10% ownerBuy6,297$13.00$81.9KForm 4
Jul 10, 2024ZUU Co. Ltd.10% ownerBuy12$13.00$156Form 4
Jul 9, 2024ZUU Co. Ltd.10% ownerBuy5$13.00$65Form 4
Jul 2, 2024ZUU Co. Ltd.10% ownerBuy30$13.00$390Form 4
Jun 27, 2024Tomita Kazumasa10% ownerBuy2$13.00$26Form 4

All 61 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Yoshiyuki Aikawa55$12.0M49
2025Yuya Yoshida47$316.7K$416.1K49
2025Miki (Shimizu) Yamazaki$275.8K$359.2K49
2024Chief Executive Officer (principal executive officer)$14.5M49
2024Chief Financial Officer and Chief Operating Officer$304.4K49

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 57. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Lumbard & Kellner, LLC1,727,208$5.3M1.6%+1,709,935
BlackRock, Inc.924,002$2.8M0.0%+504,362
Geode Capital Management, LLC427,864$1.3M0.0%+132,085
Citadel Advisors LLC144,718$445.7K0.0%New
Vanguard Capital Management LLC135,783$418.2K0.0%−456
Northern Trust Corp131,204$404.1K0.0%+40,065
Vanguard Portfolio Management LLC128,295$395.1K0.0%+64,748
Hillsdale Investment Management Inc.124,800$384.4K0.0%New
Segall Bryant & Hamill, LLC81,307$250.4K0.0%No change
Vanguard Fiduciary Trust Co66,281$204.1K0.0%+3,808
SBI Securities Co., Ltd.49,437$152.3K0.0%+4,357
State Street Corp49,239$151.7K0.0%+18,400
Charles Schwab Investment Management Inc46,855$144.3K0.0%+28,654
Mariner, LLC33,747$103.9K0.0%+9,787
Bank of New York Mellon Corp26,991$83.1K0.0%+16,811
Nuveen, LLC25,381$78.2K0.0%+13,013
Aqr Capital Management LLC24,098$74.2K0.0%+11,524
Central Pacific Bank - Trust Division24,000$73.9K0.0%New
Two Sigma Securities, LLC21,487$66.2K0.0%New
Deutsche Bank Ag\18,783$57.9K0.0%New
Williams & Novak, LLC18,686$57.6K0.0%+4,449
New York State Common Retirement Fund17,000$52.4K0.0%No change
Wells Fargo & Company/mn16,118$49.6K0.0%+11,868
Bank Of America Corp /de/11,417$35.2K0.0%New
Fmr LLC10,779$33.2K0.0%+7,391

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How SBC Medical Group Holdings Inc is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSBC Medical Group Holdings Inc1
  • CIK0001930313
  • Employer ID (EIN)88-11922884
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)8011 Services-Offices & Clinics of Doctors of Medicine1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address200 Spectrum Center Dr., Suite 300, Irvine, CA 926181
  • Phone94959302501
  • Shares outstanding102,846,943 as of Jul 31, 20268
  • Public float$48.2M as of Jun 30, 20254
  • AuditorMaloneBailey, LLP, Tokyo, Japan PCAOB ID 206; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceJun 14, 20221
  • Filings232 in all: 8-K (46), 4 (37), DEFA14A (20), 3 (16), 10-Q (13), CORRESP (11), UPLOAD (10), 424B3 (8)1
    All 36 form types

    SC 13D/A (8), PRER14A (7), SC 13G (6), SC 13G/A (6), 10-K (4), DEF 14A (4), EFFECT (4), PRE 14A (4), 10-K/A (3), 424B7 (2), NT 10-Q (2), S-1 (2), S-1/A (2), SC 13D (2), SCHEDULE 13D/A (2), 25-NSE (1), 3/A (1), 424B4 (1), 8-A12B (1), ARS (1), CERT (1), DEFM14A (1), DRS (1), POS AM (1), POS EX (1), PREM14A (1), S-3 (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 27, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) May 28, 2026
    Latest 8-K (8-K) Aug 13, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 par value per shareSBCThe Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per shareSBCWWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 27, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks SBC Medical Group Holdings Inc names in Item 1A of its 10-K filed Mar 27, 2026: 74 risks under these headings, as written.4

  • We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.
  • Risks Relating to Our Business and Industry
  • We are a holding company and depend upon our operating subsidiaries for our cash flows.
  • We may need additional capital, and we cannot be sure that additional financing will be available.
  • We may not grow our franchise system or we may lose business by failing to compete effectively or by failing to manage the reputation of our brand.
  • The financial performance of our franchisees and other alliance partners can negatively impact our business.
  • The interests of our franchisees and other alliance partners may conflict with ours or yours in the future and we could face liability from our franchisees and other alliance partners or related to our relationship with our franchisees and other alliance partners.
  • We could face liability from or as a result of our franchisees and other alliance partners.
  • We have limited control with respect to the operations of our medical corporation customers, which could have a negative impact on our business.
  • The challenging economic environment may affect our franchisees, with adverse consequences to us.
  • If we are unable to obtain, maintain or protect intellectual property rights, in Japan, in Vietnam, in Singapore, in the U.S., in Thailand and throughout the world, we may not be able to compete effectively in our market or globally.
  • We have substantial franchisee concentration.
The other 63 risks
  • Our reputation and the trading price of our common stock may be negatively affected by adverse publicity or detrimental conduct against us.
  • We are a relatively young company with a short operating history, and we may not be able to sustain our rapid growth, effectively manage it or implement our business strategies.
  • Our franchisee and other alliance clinics may not be successful in competing in the cosmetic clinic industry.
  • The Company may face competition from senior management who cease working for it, and the Non-Competition Agreements (as defined below) may be unenforceable and expire two years following the Closing.
  • Any significant change in the customer reward program at our franchisee and other alliance clinics could have a negative impact on our business.
  • Any significant cybersecurity incident or disruption to our operating systems could subject us to significant reputational, financial, legal and operational consequences.
  • Uncertainties with respect to the development, and use of artificial intelligence in our business and products may result in harm to our business and reputation.
  • We may be compelled to undertake product recalls or take other actions, which could adversely affect our brand image and results of operations.
  • We may become subject to product liability claims or warranty claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.
  • We have limited experience in providing management services to franchisee clinics located outside of Japan and we are subject to a variety of costs and risks due to our continued international expansion.
  • Our operations may be interrupted by utility shortages or stoppages, fire, natural disaster or other calamities at or near our facilities.
  • Our business and prospects depend significantly on our ability to build our Shonan Beauty Clinic brand.
  • Our employees, agents, business partners or subcontractors may engage in misconduct or other improper activities, which could cause us to lose contracts, expose us to damages, harm our reputation and diminish investor confidence in our company.
  • Any decline in the business of our business partners or the deterioration of our relationship with them could have a material adverse effect on our operating results.
  • Safety issues or public perceptions of safety issues concerning cosmetic services could have a material adverse impact on our business.
  • If our franchisee and other alliance clinics or our clinics in Vietnam or Singapore fail to comply with environmental and work safety laws and regulations, the Company and the franchisee and other alliance clinics could become subject to fines or penalties or incur costs that could harm our business.
  • If our business partners, independent contractors, suppliers, or franchisee and other alliance clinics fail to use ethical business practices and comply with applicable laws and regulations, our brand image could be harmed due to negative publicity beyond our own control.
  • Failure to safeguard personal information could subject us to penalties, damage our reputation and brand, and harm our business and results of operations.
  • Failure by the MCs and other independently operated clinics and physicians to comply with the Medical Care Act in Japan could subject us to penalties, damage our reputation and brand, and harm our business and results of operations.
  • The execution of our business plans requires a significant amount of capital. In addition, our future capital needs may require us to sell additional equity or debt securities that may dilute the equity interests of our stockholders or introduce covenants that may restrict our operations or our ability to pay dividends.
  • We are subject to risks associated with strategic alliances or acquisitions. If we cannot manage the growth of our business or execute our strategies effectively, our business and prospects may be materially and adversely affected.
  • Our business could be adversely affected by trade tariffs or other trade barriers.
  • We and our subsidiaries have limited insurance coverage, which could subject us to significant costs and business disruption.
  • We are involved in litigation from time to time and, as a result, we could incur substantial judgments, fines, legal fees or other costs.
  • Any financial or economic crisis or perceived threat of such a crisis may materially and adversely affect our business, financial condition and results of operations.
  • We face risks related to natural disasters and health epidemics, which could significantly disrupt our operations.
  • If the landlords of our and our subsidiaries’ leased properties fail to properly maintain and renovate such premises, buildings or facilities in a timely manner or at all, the operation of our offices could be materially and adversely affected.
  • The MCs may fail to pay us in accordance with the terms of their franchise and management services agreements, at times necessitating action by us to attempt to compel payment.
  • We believe our success depends on continuing to invest in the growth of our worldwide operations by expanding franchisee and other alliance clinics to new geographic markets. If the clinic opportunities for our franchisee and other alliance clinics in these new markets are less than anticipated, or if the customer growth or sales in these markets do not meet our expectations, our results of operations and financial condition may be adversely affected.
  • If we fail to maintain an effective system of internal controls over financial reporting, including remediating known material weaknesses in our internal control over financial reporting as of December 31, 2025, we may not be able to report our financial results timely and accurately or prevent fraud, which could adversely affect investor confidence in our company, and in turn, our results of operations and our stock price.
  • Risks Related to Employee Matters
  • If we cannot maintain our company culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success and our business may be harmed.
  • Our success depends on the continuing efforts of our key employees, including our senior management members and other key personnel. If we fail to hire, retain and motivate our key employees, we could lose the innovation, collaboration and focus that contribute to our business.
  • The failure to attract and retain additional qualified personnel could prevent us from executing our business strategy.
  • Risks Related to Intellectual Property
  • We and our subsidiaries may need to defend ourselves against claims of intellectual property infringement, which may be time-consuming and costly.
  • Our or our subsidiaries’ intellectual property rights may not protect us effectively.
  • The Company may not be able to protect its intellectual property rights throughout the world.
  • If we fail to protect, or incur significant costs in defending or enforcing our intellectual property and other proprietary rights, our business, financial condition and results of operations could be materially harmed.
  • Risks Related to Government Regulation
  • Failure to comply with laws and regulations could harm our business.
  • We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and noncompliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.
  • General Risks
  • Weakened global economic conditions may harm our industry, business and results of operations.
  • We are exposed to fluctuations in currency exchange rates.
  • Our actual operating results may differ significantly from our guidance and projections.
  • Risk Relating to Ownership of Our Securities
  • An active market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
  • Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject the Company to additional trading restrictions.
  • The market price of our common stock may decline.
  • The market price of our common stock may be volatile, and you could lose all or part of your investment.
  • Because there are no current plans to pay cash dividends on the Company’s common stock for the foreseeable future, you may not receive any return on investment unless you sell your shares of the Company’s common stock at a price greater than what you paid for it.
  • The Company’s stockholders may experience dilution in the future.
  • If securities or industry analysts do not publish research or reports about the Company’s business, if they change their recommendations regarding the Company’s common stock or if the Company’s operating results do not meet their expectations, the Company’s common stock price and trading volume could decline.
  • Future sales, or the perception of future sales, by the Company or its stockholders in the public market following the Business Combination could cause the market price for the Company’s common stock to decline.
  • As an emerging growth company within the meaning of the Securities Act, the Company is permitted to rely on certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
  • The Company may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous for the Company’s warrant holders.
  • Our securities holders may face limitations in connection with the issuance of shares upon the exercise of our warrants, and additional state securities law requirements could apply if our securities were to become no longer listed on a national securities exchange.
  • Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.
  • If we fail to maintain effective internal control over financial reporting, the price of our securities may be adversely affected.
  • As an emerging growth company, our auditor is not required to attest to the effectiveness of our internal controls.
  • Our common stock and warrants may be subject to the “penny stock” rules in the future. It may be more difficult to resell securities classified as “penny stock.”
  • We believe we will be considered a smaller reporting company and will be exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.
  • We incur significant costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives.
  • Delaware law and the Company certificate of incorporation and bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
  • The Amended Charter designates a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between the Company and its stockholders, and also provides that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit the ability of the Company’s stockholders to choose the judicial forum for disputes with the Company or its directors, officers, or employees.
  • Anti-takeover effects of certain provisions of Delaware state law could hinder a potential takeover of the Company.
  • Provisions in the Amended Charter and Delaware law may have the effect of discouraging lawsuits against the Company and its directors and officers.

Legal proceedings

The information required by this item is incorporated by reference to Note 22 (Commitments and Contingencies) in our Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

The opening of Item 3, Legal Proceedings.4

Sources

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