SBC Medical Group Holdings Inc美股招股说明书(2025-05-19版)

SBC MEDICAL GROUP HOLDINGS INCORPORATED 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 amended from time to time,the “Prospectus”) of SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”), which forms a part of theCompany’s Registration Statement on Form S-1 (No. 333-282540). This prospectus supplement is being filed to update andsupplement the information included in the Prospectus with the information contained in (i) Amendment No.1 to our Annual Report onForm 10-K, filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2025 (“10-K Amendment No. 1”), (ii)Amendment No.2 to our Annual Report on Form 10-K, filed with the SEC on May 9, 2025 (“10-K Amendment No. 2”), and (iii) ourQuarterly Report on Form 10-Q, filed with the SEC on May 15, 2025 (“Q1 Quarterly Report”). Accordingly, we have attached the 10-K Amendment No. 1, 10-K Amendment No. 2 and Q1 Quarterly Report to this prospectus supplement. Capitalized terms used in thisprospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus. The Company’s common stock and public warrants are currently quoted on the Nasdaq Global Market and the NasdaqCapital Market, respectively, under the symbols “SBC” and “SBCWW,” respectively. On May 16, 2025, the last reported sale price ofour common stock was $3.40 per share and the last reported sale price of our public warrants was $0.2097 per warrant. You are urgedto obtain current market quotations for our common stock and public warrants. The Company is a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, we qualify forexemptions from certain corporate governance requirements. If the Company relies on these exemptions, its stockholders will not havethe same protections afforded to stockholders of companies that are subject to such requirements. Dr. Yoshiyuki Aikawa controlsapproximately 89.45% of the voting power of our outstanding common stock, and, therefore controls a majority of the voting power ofthe Company’s outstanding common stock, and the Company is a “controlled company” within the meaning of applicable rules ofNasdaq. 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 corporate governancerequirements. See “Prospectus Summary - Implications of Being a Controlled Company.” This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplementsthereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to theProspectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplementupdates and supersedes the information contained therein. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 17 of theProspectus 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 or passed upon theadequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement No. 3 is May 19, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K/AAmendment No. 2 (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROMTO Commission File Number 001-41462 SBC Medical Group Holdings Incorporated(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.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) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.4