SBC Medical Group Holdings Inc美股招股说明书(2025-04-01版)

12,134,375 Shares of Common Stock Underlying Warrants 9,350,846 Shares of Common Stock for Resale by Selling Securityholders634,375 Warrants to Purchase Common Stock for Resale by Selling Securityholders This prospectus supplement amends the prospectus dated October 18, 2024 (as supplemented or amendedfrom time to time, the “Prospectus”) of SBC Medical Group Holdings Incorporated, a Delaware corporation (the“Company”), which forms a part of the Company’s Registration Statement on Form S-1 (No. 333-282540). Thisprospectus supplement is being filed to update and supplement the information included in the Prospectus with theinformation contained in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the“SEC”) on March 28, 2025. Accordingly, we have attached the Annual Report to this prospectus supplement.Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specifiedin the Prospectus. Additionally, the Company is filing this prospectus supplement to provide a management update: Asdetermined by the Company’s Board of Directors on March 27, 2025, effective April 10, 2025, Miki Shimizu willassume the role of Chief Strategy Officer, a position currently held by Akira Komatsu. As of such transition date,Mr. Komatsu will hold the position of Chief of the Group Representative Office for SBC Medical Group Co., Ltd.(Japan). The Company’s common stock and public warrants are currently quoted on the Nasdaq Global Market andthe Nasdaq Capital Market, respectively, under the symbols “SBC” and “SBCWW,” respectively. On March 28,2025, the last reported sale price of our common stock was $3.28 per share and the last reported sale price of ourpublic warrants was $0.201 per warrant. You are urged to obtain current market quotations for our common stockand public warrants. The Company is a “controlled company” within the meaning of the applicable rules of Nasdaq and, as aresult, we qualify for exemptions from certain corporate governance requirements. If the Company relies on theseexemptions, its stockholders will not have the same protections afforded to stockholders of companies that aresubject to such requirements. Dr. Yoshiyuki Aikawa controls approximately 87.36% of the voting power of ouroutstanding common stock, and, therefore controls a majority of the voting power of the Company’s outstandingcommon stock, and the Company is a “controlled company” within the meaning of applicable rules of Nasdaq.Under these rules, a company of which more than 50% of the voting power for the election of directors is held by anindividual, group or another company is a “controlled company” and may elect not to comply with certain corporategovernance requirements. See “Prospectus Summary - Implications of Being a Controlled Company.” This prospectus supplement should be read in conjunction with the Prospectus, including any amendmentsor supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent thatthe information in this prospectus supplement updates and supersedes the information contained therein. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page17 of the Prospectus and under similar headings in any amendments or supplements to the Prospectus. Neither the SEC nor any other regulatory body has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this Prospectus Supplement No. 2 is March 31, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark One) ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2024 OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41462 SBC Medical Group Holdings Incorporated(Exact name of registrant as specified in its charter) Delaware88-1192288(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) (Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: 949-593-0250 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. YES◌NO◌ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES◌NO◌ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been