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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 13, 2025
SBC
Medical Group Holdings Incorporated
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41462 |
|
88-1192288 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
200
Spectrum Center Dr. STE 300
Irvine,
CA |
|
92618 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
949-593-0250
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value per share |
|
SBC |
|
The
Nasdaq Stock Market LLC |
| Redeemable
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
SBCWW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02. Results of Operations and Financial Condition.
On
August 13, 2025, SBC Medical Group Holdings Incorporated (the “Company”), issued a press release announcing its results
for the quarter ended June 30, 2025. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Additionally,
on August 13, 2025, the Company posted an investor presentation to its website (https://sbc-holdings.com/en/ir/ir-presentation ),
regarding results for the quarter ended June 30, 2025 which presentation is attached
hereto as Exhibit 99.2 and incorporated by reference herein.
The
information furnished under Item 2.02, including Exhibit 99.1 and 99.2, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under
that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated August 13, 2025, entitled “SBC Medical Group Holdings Announces Second Quarter 2025 Financial Results” |
| 99.2 |
|
Investor Presentation |
101 |
|
Pursuant
to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted
in Inline XBRL. |
| 104 |
|
Cover Page Interactive Data File (Embedded within the Inline XBRL document
and included in Exhibit 101).
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
| |
SBC
Medical Group Holdings Incorporated |
| |
|
| Dated:
August 13, 2025 |
By: |
/s/
Yuya Yoshida |
| |
|
Yuya
Yoshida |
| |
|
Chief
Financial Officer |