Amendment: SEC Form SC 13D/A filed by SBC Medical Group Holdings Incorporated

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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).

CUSIP No. 73245B107

EXPLANATORY NOTE

The following constitutes Amendment No. 1 to Schedule 13D filed by the reporting person. It amends the original Schedule 13D filed by the reporting person on September 23, 2024 (the “Schedule 13D”). This Amendment No. 1 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 September 17, 2024, the Reporting Person transferred 1,503,473 shares of the Merger Consideration Shares (“Incentive Shares”) to ZUU Target Fund for SBC Medical Group HD Investment Partnership (“ZUU Target Fund”) for $0 pursuant to the terms of that certain Non-Redemption Agreement, dated as of January 11, 2024, among the Issuer, ZUU Target Fund, SBC Medical Group Holdings Incorporated (now known as SBC Medical Group, Inc.), and Yoshiyuki Aikawa, as amended as of March 15, 2024 and August 8, 2024, and Acknowledgment and Waiver Pursuant to Lock-Up Agreement, dated September 5, 2024, between the Issuer and Yoshiyuki Aikawa.

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 holds 92,958,960 shares of the Issuer’s common stock, consisting of Merger Consideration Shares and Conversion Shares less Incentive Shares, representing 92.3% of the issued and outstanding shares of the Issuer’s common stock immediately following (i) the consummation of the Business Combination and (ii) transfer of Incentive Shares to ZUU Target Fund described in Item 3 above. 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

Item 5 of the Schedule 13D is hereby amended and restated as set forth below:

(a) - (b) The following disclosure is based on 100,743,253 shares of common stock issued and outstanding of the Issuer following the consummation of the Business Combination.

As of the date of this Amendment No. 1 to Schedule 13D, the Reporting Person may be deemed to be the beneficial owner of 92,958,960 shares of common stock, consisting of Merger Consideration Shares and Conversion Shares less Incentive Shares, representing approximately 92.3% of the issued and outstanding shares of common stock of the Issuer immediately following (i) the consummation of the Business Combination and (ii) transfer of Incentive Shares to ZUU Target Fund described in Item 3 above.

(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 of the Issuer.

(d) Not applicable.

(e) Not applicable.

Item 7. Material to Be Filed as Exhibits

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: September 23, 2024