SBC Medical Group Holdings Inc美股招股说明书(2025-08-15版)

SBC MEDICAL GROUP HOLDINGS INCORPORATED 12,134,375 Shares of Common Stock Underlying Warrants7,898,520 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 August 4, 2025 (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 our Quarterly Report on Form 10-Q, filedwith the SEC on August 13, 2025 (“Q2 Quarterly Report”). Accordingly, we have attached the Q2 Quarterly Report to this prospectussupplement. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in theProspectus. 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 August 14, 2025, the last reported sale priceof our common stock was $4.06 per share and the last reported sale price of our public warrants was $0.1700 per warrant. You areurged to 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 90.2% 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 16 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. 1 is August 15, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 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) (State or Other Jurisdiction ofIncorporation or Organization) 92618(Zip Code) 200 Spectrum Center Dr. STE 300 Irvine, CA(Address of Principal Executive Offices) (Registrant’s telephone number, including area code) Not Applicable(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Securities registered pursuant to Section 12(b) of the Act: 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated