SBC Medical Group Holdings Inc美股招股说明书(2026-04-17版)

Subject to Completion, dated April 17, 2026. PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated December 30, 2025) Common Stock The selling stockholder named in this prospectus supplement is offeringshares of common stock of SBC MedicalGroupHoldings Incorporated,par value$0.0001 per share(“common stock”),pursuant to this prospectus supplement andaccompanying prospectus. We are not selling any shares of common stock under this prospectus supplement and will not receive anyproceeds from the sale of our common stock by the selling stockholder. Our common stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “SBC.” On April 16, 2026, theclosing sales price of our common stock as reported on Nasdaq was $4.42 per share. Investing in our common stock involves risk. See “Risk Factors” beginning on page S-12 of this prospectus supplement andin the reports we file with the Securities and Exchange Commission, or the SEC, pursuant to the Securities Exchange Act of 1934, asamended (the “Exchange Act”), incorporated by reference in this prospectus supplement or the accompanying prospectus, to readabout factors you should consider before buying shares of our common stock. 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. (1) See “Underwriting” for additional information regarding underwriting compensation. Dr. Yoshiyuki Aikawa, the Chairman of our board of directors and our Chief Executive Officer, who is the sellingstockholder, has granted the underwriters the option to purchase, for 45 days after the date of this prospectus supplement, up to anadditionalshares of common stock at the public offering price less the underwriting discounts and commissions. The underwriters expect to deliver the shares against payment in New York, New York on or about,2026. Sole Book-Running ManagerMaxim Group LLC Co-ManagerRoth Capital Partners The date of this prospectus supplement is, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1MARKET AND INDUSTRY DATAS-1BASIS OF PRESENTATIONS-1NON-GAAP MEASURESS-2SUMMARYS-3THE OFFERINGS-6SUMMARY OF HISTORICAL CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATAS-7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-11RISK FACTORSS-12USE OF PROCEEDSS-21SELLING STOCKHOLDERS-22MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSS-23DIVIDEND POLICYS-25UNDERWRITINGS-26LEGAL MATTERSS-32EXPERTSS-32WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-32INCORPORATION BY REFERENCES-33 Prospectus PageABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2THE COMPANY3RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF SECURITIES8SELLING SECURITYHOLDERS16PLAN OF DISTRIBUTION20LEGAL MATTERS24EXPERTS24WHERE YOU CAN FIND ADDITIONAL INFORMATION25INCORPORATION BY REFERENCE26 You should rely only on the information contained, or incorporated by reference, in this prospectus supplement andthe accompanying prospectus or in any free writing prospectus that we authorize to be delivered to you. We, the sellingstockholder and the underwriters have not authorized anyone to provide any information or to make any representationsother than those contained, or incorporated by reference, in this prospectus supplement and the accompanying prospectus orin any free writing prospectus we have prepared. We, the selling stockholder and the underwriters take no responsibility for,and can provide no assurance as to the reliability of, any other information that others may provide you. The sellingstockholder and the underwriters are offering to sell, and seeking offers to buy, these securities only in jurisdictions whereoffers and sales are permitted. You should assume that the information contained, or incorporated by reference, in thisprospectus supplement and the accompanying prospectus or any free writing prospectus prepared by us or on our behalf isaccurate only as of their respective dates or on the date or dates which are specified in such documents, and that anyinformation in documents that we have incorporated by reference is accurate only as of the date of such documentincorporated by reference. Our business, financial condition, liquidity, results of operations and prospects may have changedsince those dates. For investors outside the United States: The selling stockholder and the underwriters are offering to sell, and seekingoffers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. None of us, the sellingstockholder or the underwriters has done anything that would permit this offering or possession or distribution of thisprospectus supplement and the accompanying prospectus in any jurisdiction where action for that purpose is required, otherthan in the United States. Person