Major SBC Medical Group (SBC) holder sells 3.1M shares at $3.02

Rhea-AI Filing Summary

SBC Medical Group Holdings’ major shareholder Yoshiyuki Aikawa sold 3,100,000 shares of common stock in an underwritten secondary offering at $3.0225 per share. The underwriters also received a 45-day option to buy up to 465,000 additional shares. After the offering, Aikawa beneficially owns 84,304,460 shares, or about 82.2% of the 102,576,943 shares outstanding. He entered a 90-day lock-up restricting most additional sales following the April 21, 2026 closing.

Insights

Equity ownership & capital markets analyst

Large SBC holder executes secondary sale but keeps 82% stake.

Yoshiyuki Aikawa completed an underwritten secondary sale of 3,100,000 SBC Medical Group Holdings shares at $3.0225 per share. This is a resale by an existing holder, not a new share issuance, and was conducted under a formal Underwriting Agreement.

After the deal, Aikawa still beneficially owns 84,304,460 shares, representing about 82.2% of the 102,576,943 shares outstanding, so control remains concentrated. A 45-day option allows underwriters to buy up to 465,000 more shares, and a 90-day lock-up limits further selling by the holder.

Key Figures

Secondary shares sold: 3,100,000 shares Net sale price: $3.0225 per share Underwriters’ option: 465,000 shares +4 more

7 metrics

Secondary shares sold 3,100,000 shares Underwritten offering by reporting person on April 19, 2026

Net sale price $3.0225 per share Price paid by underwriters for the offering shares

Underwriters’ option 465,000 shares 45-day option to purchase additional shares

Beneficial ownership 84,304,460 shares Shares beneficially owned by Aikawa after the offering

Ownership percentage 82.2% Portion of SBC common stock beneficially owned by Aikawa

Shares outstanding 102,576,943 shares Common stock outstanding after the offering

Lock-up period 90 days Post-closing restriction on most additional sales by Aikawa

Key Terms

Underwriting Agreement, Lock-Up Agreement, shelf registration statement on Form S-3, prospectus supplement, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the "Underwriting Agreement") with Maxim Group LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Lock-Up Agreement financial

"entered into a lock-up agreement (the "Lock-Up Agreement"), pursuant to which it has agreed"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

shelf registration statement on Form S-3 regulatory

"The Offering was made pursuant to the Issuer's shelf registration statement on Form S-3"

A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.

prospectus supplement regulatory

"as disclosed in the Issuer's prospectus supplement filed with the U.S. Securities and Exchange Commission"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

beneficial owner financial

"the Reporting Person may be deemed to be the beneficial owner of 84,304,460 shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

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Accepted by SEC EDGAR 04/21/2026 - 09:07 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

SBC Medical Group Holdings Inc

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

73245B107

(CUSIP Number)

Yoshiyuki Aikawa
200 Spectrum Center Drive, Suite 300,
Irvine, CA, 92618
(949) 593-0250

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 73245B107

1

Name of reporting person

Yoshiyuki Aikawa

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 84,304,460.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 84,304,460.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

84,304,460.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

82.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Based on 102,576,943 shares of the Issuer's common stock issued and outstanding following the closing of the offering described herein, as disclosed in the Issuer's prospectus supplement filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(7) on April 20, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: SBC Medical Group Holdings Inc
(c)	Address of Issuer's Principal Executive Offices: 200 SPECTRUM CENTER DR., Suite 300, Irvine, CALIFORNIA , 92618.
Item 1 Comment: The following constitutes Amendment No. 3 to Schedule 13D ("Amendment No. 3") filed by the Reporting Person. It amends the original Schedule 13D filed by the Reporting Person on September 23, 2024, relating to the shares of common stock, $0.0001 par value per share ("Common Stock"), of SBC Medical Group Holdings Incorporated, a Delaware corporation (the "Issuer"), as amended by Amendment No. 1 thereto, filed on September 23, 2024, and as amended by Amendment No. 2 thereto, filed on March 10, 2026 (collectively, the "Schedule 13D"). This Amendment No. 3 amends the Schedule 13D as specifically set forth below. All other Items in the Schedule 13D are unchanged. All defined terms used but not otherwise defined herein have the meanings assigned to those terms in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and restated as set forth below: On April 19, 2026, the Reporting Person, as a selling stockholder and the Issuer entered into an underwriting agreement (the "Underwriting Agreement") with Maxim Group LLC, as representative of the underwriters named therein (the "Underwriters"), relating to an underwritten offering of 3,100,000 shares of Common Stock (the "Offering"). The Underwriters purchased the shares of Common Stock from the Reporting Person at a net price of $3.0225 per share. Additionally, pursuant to the Underwriting Agreement, the Reporting Person has granted the Underwriters a 45-day option to purchase up to an additional 465,000 Shares. The Offering closed on April 21, 2026. The Offering was made pursuant to the Issuer's shelf registration statement on Form S-3 (File No. 333-292451), as supplemented by a preliminary prospectus supplement dated April 17, 2026 and final prospectus supplement, dated April 19, 2026. Pursuant to the Underwriting Agreement, the Reporting Person has entered into a lock-up agreement (the "Lock-Up Agreement"), pursuant to which it has agreed with the Underwriters, subject to certain exceptions, for a period of 90 days after the closing, not to, offer, sell, contract to sell, hypothecate, pledge, grant any option, right, or warrant to purchase or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Reporting Person, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or enter into any swap, hedge, or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of, with respect to, any shares of Common Stock or securities convertible, exchangeable or exercisable into, Common Stock beneficially owned, or publicly disclose the intention to do any of the foregoing. The descriptions of the Underwriting Agreement and Lock-Up Agreement contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to the Underwriting Agreement and Lock-Up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as set forth below: The information set forth in Item 4 of the Schedule 13D is hereby incorporated by reference into this Item 5. The following disclosure is based on 102,576,943 shares of the Common Stock issued and outstanding following the closing of the Offering, as disclosed in the Issuer's prospectus supplement filed with the SEC pursuant to Rule 424(b)(7) on April 20, 2026. As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 84,304,460 shares of Common Stock, consisting of 79,304,460 shares of Common Stock held directly by the Reporting Person and 5,000,000 shares of Common Stock held by GODO Kaisha Aikawa Investment, a company wholly owned by the Reporting Person, representing approximately 82.2% of the issued and outstanding shares of Common Stock.
(c)	Except as disclosed herein, the Reporting Person has not effectuated any transactions in any shares of Common Stock since the filing of Amendment No. 2 on March 10, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by the following: The information set forth in Item 4 of this Amendment No. 3 is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: 10.1 Underwriting Agreement, dated April 19, 2026, by and among SBC Medical Group Holdings Incorporated, the Reporting Person and Maxim Group LLC, as representative of the underwriters 10.2 Lockup Agreement, dated April 19, 2026

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.

Yoshiyuki Aikawa

Signature:	/s/ Yoshiyuki Aikawa
Name/Title:	Yoshiyuki Aikawa
Date:	04/21/2026

FAQ

What did Yoshiyuki Aikawa do in this SBC Medical Group (SBC) filing?

Yoshiyuki Aikawa completed an underwritten secondary sale of 3,100,000 SBC Medical Group Holdings shares at $3.0225 per share. The transaction was executed through an Underwriting Agreement with Maxim Group LLC and other underwriters.

How much of SBC Medical Group (SBC) does Yoshiyuki Aikawa still own after the sale?

After the offering, Yoshiyuki Aikawa beneficially owns 84,304,460 SBC Medical Group shares, including 5,000,000 through GODO Kaisha Aikawa Investment. This represents approximately 82.2% of the 102,576,943 shares outstanding after the offering.

What were the key terms of the SBC Medical Group (SBC) secondary offering?

The underwriters purchased 3,100,000 SBC Medical Group shares from Aikawa at a net price of $3.0225 per share. They also received a 45-day option to buy up to an additional 465,000 shares under the same Underwriting Agreement.

Is there a lock-up period affecting future SBC Medical Group (SBC) share sales?

Yes. Under a Lock-Up Agreement, Aikawa agreed for 90 days after the April 21, 2026 closing not to sell, hedge, or otherwise dispose of most SBC Medical Group shares he beneficially owns, subject to specified exceptions in the agreement.

Was the SBC Medical Group (SBC) share sale a new issuance or a resale?

The transaction was a resale by existing shareholder Yoshiyuki Aikawa, not a new share issuance. Shares were sold under the issuer’s shelf registration statement on Form S-3 and related prospectus supplements covering this underwritten secondary offering.

Did Yoshiyuki Aikawa report other SBC Medical Group (SBC) trades around this amendment?

Apart from the underwritten secondary offering described, the filing states that, except as disclosed in this amendment, Aikawa has not effected any SBC Medical Group common stock transactions since the March 10, 2026 Amendment No. 2.