SBC医疗集团控股有限公司美股招股说明书(2026-01-05版)

AND SELLING SECURITY HOLDERS SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company,” “SBC,” “we,” “our” and “us”), mayfrom time to time offer and sell, in one or more series or classes, separately or together, up to $50,000,000 of our common stock, par We will offer our securities in amounts, at prices and on terms to be determined at the time we offer those securities. We willprovide the specific terms of these securities in supplements to this prospectus when we offer these securities. In addition, this prospectus relates to the issuance by the Company of up to 12,134,375 shares of common stock, whichconsist of (i) 11,500,000 shares of Common Stock that may be issued upon the exercise of 11,500,000 warrants (the “PublicWarrants”) originally sold as part of units in our initial public offering (the “IPO”) and which entitle the holder to purchase CommonStock at an exercise price of $11.50 per share of Common Stock and (ii) 634,375 shares of Common Stock that may be issued uponthe exercise of 634,375 warrants (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) underlying In addition, the selling securityholders named in this prospectus or their permitted transferees (the “Selling Securityholders”)may offer and sell from time to time 98,796,461 shares of Common Stock and 634,375 Private Placement Warrants. The securities may be offered on a delayed or continuous basis directly by us and/or selling securityholders, through agents,underwriters or dealers as designated from time to time, through a combination of these methods or any other method as provided in 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. You are urged to obtain current market As of December 26, 2025, the aggregate market value of our outstanding common stock held by non-affiliates wasapproximately $43,836,044.52, based on 102,576,943 shares of common stock issued and outstanding (excluding 270,000 shares heldby a wholly owned subsidiary), of which 9,872,983 were held by non-affiliates and a per share closing price of $4.44, the closing price Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a primary offering pursuant to theregistration statement of which this prospectus forms a part at a value of more than one-third of the aggregate market value of ourshares of common stock held by non-affiliates in any 12 calendar month period, so long as the aggregate market value of our shares of We are an emerging growth company and a smaller reporting company under the federal securities laws and, as such, aresubject to certain reduced public company reporting requirements. Investing in our securities involves risks. Before making a decision to invest in our securities, you should refer to therisk factors included in our periodic reports, in prospectus supplements relating to specific offerings of securities and in other None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation tothe contrary is a criminal offense. The date of this prospectus is December 30, 2025. ABOUT THIS PROSPECTUS We have not authorized anyone to provide you with information different from that contained in or incorporated by referenceinto this prospectus, any applicable prospectus supplement or any applicable free writing prospectus. You should assume that theinformation appearing in this prospectus, any applicable prospectus supplement, any applicable free writing prospectus or thedocuments incorporated by reference herein or therein is accurate only as of the respective dates of such documents or on the date or This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using the “shelf” registrationprocess. By using this shelf registration process, we may sell any of our common stock (some of which are underlying warrants) andpreferred stock and/or the selling securityholders may sell shares of common stock and warrants to purchase common stock, in eachcase from time to time in one or more offerings, as described in this prospectus. This prospectus only provides you with a generaldescription of the securities we may offer and such description is not meant to be a complete description of each security. Each timewe or any selling securityholders sell securities, we will, if required, provide a prospectus supplement that will contain specificinformation about the terms of the offering and the securities being offered. The prospectus supplement or a free writing prospectusmay also add to, update or change information contained in this prospectus. If there is any inconsistency between information in this Unless the cont