SBC Medical Group Holdings Inc美股招股说明书(2025-08-06版)

12,134,375 Shares of Common Stock Underlying Warrants7,898,520Shares of Common Stock for Resale by Selling Securityholders634,375 Warrants to Purchase Common Stock for Resale by Selling Securityholders This prospectus relates to the issuance by SBC Medical Group Holdings Incorporated, a Delaware corporation (the“Company,” “SBC,” “we,” “our” and “us”), of up to 12,134,375 shares of our common stock, par value $0.0001 per share (“CommonStock” or “common stock”), which consist of (i) 11,500,000 shares of Common Stock that may be issued upon the exercise of11,500,000 warrants (the “Public Warrants”) originally sold as part of units in our initial public offering (the “IPO”) and which entitlethe holder to purchase Common Stock at an exercise price of $11.50 per share of Common Stock and (ii) 634,375 shares of CommonStock that may be issued upon the exercise of 634,375 warrants (the “Private Placement Warrants”, and together with the PublicWarrants, the “Warrants”) underlying units originally issued in a private placement that closed simultaneously with the consummationof the IPO (the “Private Placement Units”), which entitle the holder to purchase Common Stock at an exercise price of $11.50 pershare of Common Stock. In addition, this prospectus relates to the resale from time to time of 7,898,520 shares of Common Stock and 634,375 PrivatePlacementWarrants by the selling securityholders named in this prospectus or their permitted transferees(the“SellingSecurityholders”). We will receive the proceeds from the exercise of the Warrants for cash, but not from the resale of the Private PlacementWarrants or the shares of Common Stock underlying the Warrants. We intend to use those proceeds, if any, for general corporatepurposes. We are paying the cost of registering the securities covered by this prospectus as well as various related expenses, includingwith regard to compliance with state securities or “blue sky” laws. The Selling Securityholders are responsible for all sellingcommissions, transfer taxes and other costs related to the offer and sale of the securities. Sales of the securities by the Selling Securityholders may occur at fixed prices, at market prices prevailing at the time of sale,at prices related to prevailing market prices, or at negotiated prices. To the extent required by the Securities Act of 1933, as amended(the “Securities Act”) and the rules and regulations thereunder, the Selling Securityholders will be deemed to be “underwriters” withinthe meaning of the Securities Act. The Selling Securityholders may sell securities to or through underwriters, broker-dealers or agents, who may receivecompensation in the form of discounts, concessions or commissions from the Selling Securityholders, the purchasers of the securities,or both. If required, the number of securities to be sold, the public offering price of those securities, the names of any underwriters,broker-dealers or agents and any applicable commission or discount will be included in a supplement to this prospectus, called aprospectus supplement. We cannot currently determine the price or prices at which the securities may be sold by the SellingSecurityholders under this prospectus. 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. As of July 16, 2025, Dr. YoshiyukiAikawa controlled approximately 90.2% of the voting power of our outstanding common stock, and, therefore controls a majority ofthe voting power of the Company’s outstanding common stock, and the Company is a “controlled company” within the meaning ofapplicable rules of Nasdaq. Under these rules, a company of which more than 50% of the voting power for the election of directors isheld by an individual, 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.” 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 July 16, 2025, the last reported sale price ofour common stock was $5.24 per share and the last reported sale price of our public warrants was $0.19 per warrant. You are urged toobtain current market quotations for our common stock and public warrants. Our principal executive offices are located at 200 Spectrum Center Dr., Suite 300, Irvine, CA 92618. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 16 of thisprospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of t