Aikawa restructures SBC Medical Group (SBC) stake but keeps 85.2% control

Rhea-AI Filing Summary

SBC Medical Group Holdings received an updated Schedule 13D/A from its controlling shareholder, Yoshiyuki Aikawa, detailing changes in how his stake is held and structured. Aikawa now beneficially owns 87,404,460 shares of common stock, representing about 85.2% of the 102,576,943 shares outstanding as of December 26, 2025, so he continues to control the company.

The filing explains prior transfers of 5,284,500 shares to Aikawa Equity Management Co., Ltd. (AEM) and 5,000,000 shares to GODO Kaisha Aikawa Investment, with AEM and GODO initially wholly owned by Aikawa. Consultants acquired AEM equity tied economically to 100 shares of SBC common stock per AEM share, with staged redemption rights from April 1, 2027 through April 1, 2029.

The consultants’ AEM shares may be redeemed only during SBC open trading windows and while the consultants remain engaged with SBC, its affiliates, or specified medical corporations. A price-protection feature allows consultants to require Aikawa to repurchase AEM shares at the original price if SBC’s share price falls to JPY 335 or less after April 1, 2029. As a result of these arrangements, Aikawa no longer has voting or dispositive power over the 5,284,500 shares held by AEM, but he remains the majority owner and as Chairman and CEO can continue to direct SBC’s business.

Insights

Equity ownership & governance analyst

Major holder keeps control of SBC while reshaping part of his stake.

Yoshiyuki Aikawa still beneficially owns 87,404,460 SBC shares, about 85.2% of 102,576,943 shares outstanding as of December 26, 2025. That leaves overall control of SBC Medical Group Holdings unchanged, even though part of his position was restructured through subsidiaries.

The filing details a transfer of 5,284,500 shares to AEM and 5,000,000 shares to GODO, followed by sales of AEM equity to consultants. Each AEM share corresponds to 100 SBC shares and carries redemption rights that are staged from April 1, 2027 through April 1, 2029, subject to employment and trading-window conditions.

Aikawa has ceased to have voting and dispositive power over the 5,284,500 shares at AEM, but continues to hold 82,404,460 shares directly and 5,000,000 through GODO. Future redemptions and the JPY 335 price-protection mechanism after April 1, 2029 could gradually shift economic exposure among Aikawa and the consultants while leaving his formal control position intact.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

SBC Medical Group Holdings Incorporated

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

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)

03/06/2026

(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).

SCHEDULE 13D

CUSIP Number(s):

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 87,404,460.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 87,404,460.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

87,404,460.00

12

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

13

Percent of class represented by amount in Row (11)

85.2 %

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 as of December 26, 2025, as disclosed in the Issuer's prospectus filed with the U.S. Securities and Exchange Commission on January 5, 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 Incorporated
(c)	Address of Issuer's Principal Executive Offices: 200 Spectrum Center Drive, Suite 300, Irvine, CALIFORNIA , 92618.
Item 1 Comment: The following constitutes Amendment No. 2 to Schedule 13D ("Amendment No. 2") 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 (collectively, the "Schedule 13D"). This Amendment No. 2 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 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby supplemented by adding the following paragraph to the end thereof: On December 30, 2025, the Reporting Person transferred: (a) 5,284,500 shares of Common Stock to Aikawa Equity Management Co., Ltd. ("AEM"), and (b) 5,000,000 shares of Common Stock to GODO Kaisha Aikawa Investment ("GODO"), each of which was a wholly owned subsidiary of the Reporting Person. Shares beneficially owned reflect a reduction of 270,000 shares of Common Stock as compared to Amendment No. 1, as reported by the Reporting Person on Form 3/A filed with the SEC on April 9, 2025. On March 6, 2026, the Reporting Person entered into separate Share Purchase Agreements (the "Purchase Agreements") with certain consultants providing services to medical corporations that have entered into contractual and service arrangements with subsidiaries of the Issuer pursuant to which such consultants acquired equity interests in AEM and the right to redeem those interests in exchange for proceeds from the sale of Common Stock held by AEM, subject to the terms of the agreements. Pursuant to the Purchase Agreements, the Reporting Person agreed to sell an aggregate of 44,229 AEM shares at a price of JPY 33,417 per AEM share. The Reporting Person retains the remaining 8,616 AEM shares. Each AEM share corresponds to 100 shares of Common Stock held by AEM. Pursuant to the terms of each Purchase Agreement, each consultant has a right to request redemption of such AEM shares, subject to certain restrictions. These restrictions include: (x) one-third of such shares become exercisable for redemption on April 1, 2027, one-third become exercisable for redemption on April 1, 2028, and one-third become exercisable for redemption on April 1, 2029; (y) these shares may only be redeemed during open trading windows of the Issuer; and (z) these shares are only exercisable for redemption while such consultant works for the Issuer, one of its affiliates, or certain medical corporations. The Reporting Person's 8,616 AEM shares become exercisable for redemption as follows: 230 shares on each of April 1, 2027, April 1, 2028, and April 1, 2029, and 2,642 shares on each of April 1, 2030, April 1, 2031 and April 1, 2032. As a result of the Purchase Agreements, as of March 6, 2026, the Reporting Person ceased to have voting and dispositive power over the 5,284,500 shares of Common Stock transferred to AEM. Any AEM shareholder may request redemption of his or her AEM shares through the sale of the corresponding shares of Common Stock by AEM pursuant to the terms of AEM shares. Pursuant to the terms of the Purchase Agreement, if the Common Stock price per share falls to JPY 335 or less in Japanese Yen equivalent on or after April 1, 2029, each consultant may request the Reporting Person to repurchase all shares for the same amount as the purchase price described above. This right exists so long as such price remains below JPY 335. Additionally, pursuant to the terms of each Purchase Agreement, if any such consultant ceases to have a retainer or employment relationship with the Issuer, any of its affiliates or certain medical corporations, the Reporting Person has the right to repurchase from such doctor all AEM shares held by such consultant for the same amount as the purchase price described above. The foregoing description of the Purchase Agreements does not purport to be complete and is qualified in its entirety by the full text of the form of such agreement, which is attached as Exhibit 10.1 to this Schedule 13D and incorporated herein by reference.
Item 4.	Purpose of Transaction
	The first paragraph of Item 4 of the Schedule 13D is hereby amended and restated as set forth below: The Reporting Person beneficially owns the shares of the Common Stock described herein. The Reporting Person is also a director, Chairman and Chief Executive Officer of the Issuer. As the holder of a majority of interest in the Issuer and a director and officer of the Issuer, the Reporting Person is able to control the Issuer's business and may have influence over the corporate activities of the Issuer; including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
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 following disclosure is based on 102,576,943 shares of the Common Stock issued and outstanding as of December 26, 2025, as disclosed in the Issuer's prospectus filed with the SEC on January 5, 2026. As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 87,404,460 shares of Common Stock, consisting of 82,404,460 shares of Common Stock held directly by the Reporting Person and 5,000,000 shares of Common Stock held by GODO, a company wholly owned by the Reporting Person, representing approximately 85.2% of the issued and outstanding shares of Common Stock.
(c)	Except as disclosed in Item 3, the Reporting Person has not effectuated any transactions during the past 60 days in any shares of Common Stock.
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 3 of this Amendment No. 2 is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	10.1 Form of Purchase Agreement (English Translation)

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:	03/10/2026

FAQ

How much of SBC Medical Group (SBC) does Yoshiyuki Aikawa currently own?

Yoshiyuki Aikawa beneficially owns 87,404,460 shares of SBC Medical Group common stock. This represents approximately 85.2% of the 102,576,943 shares outstanding as of December 26, 2025, so he remains the controlling shareholder and can effectively direct major corporate decisions.

What ownership changes are disclosed in the SBC Medical Group (SBC) Schedule 13D/A amendment?

The amendment explains prior transfers of 5,284,500 SBC shares to AEM and 5,000,000 shares to GODO, entities initially wholly owned by Aikawa. It then details the sale of AEM shares to consultants, with each AEM share economically tied to 100 SBC common shares held by AEM.

How do the consultant AEM share redemptions work in SBC Medical Group (SBC)?

Consultants holding AEM shares can request redemption through sales of corresponding SBC shares by AEM. One-third of their AEM shares become redeemable on April 1, 2027, another third on April 1, 2028, and the final third on April 1, 2029, subject to trading-window and employment conditions.

What price protection is provided to consultants under the SBC Medical Group (SBC) Purchase Agreements?

If the SBC common stock price falls to JPY 335 or less on or after April 1, 2029, consultants may require Aikawa to repurchase all their AEM shares at the original purchase price of JPY 33,417 per AEM share, as long as the price remains below that threshold.

Does Yoshiyuki Aikawa still control voting power at SBC Medical Group (SBC)?

Aikawa no longer has voting or dispositive power over 5,284,500 SBC shares held by AEM. However, he still beneficially owns 87,404,460 shares in total and serves as director, Chairman and CEO, so he retains majority control over SBC Medical Group’s corporate decisions.

What is GODO Kaisha Aikawa Investment’s role in SBC Medical Group (SBC) ownership?

GODO Kaisha Aikawa Investment holds 5,000,000 SBC common shares and is wholly owned by Aikawa. These shares are included in his beneficial ownership, alongside 82,404,460 SBC shares held directly, giving him a combined stake of about 85.2% of the outstanding common stock.