Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ZUU Co. Ltd.

(Last)

(First)

(Middle)

3-6-28 AOBADAI, MEGUROKU

(Street)

TOKYO

154-0042

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SBC Medical Group Holdings Inc [ SBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share	09/17/2024		J		1,503,473	A	$0⁽¹⁾	2,927,191⁽²⁾	I	See footnote⁽³⁾
Common Stock, par value $0.0001 per share	09/19/2024		S		6,196	A	$7.3406⁽⁴⁾	2,920,995⁽²⁾	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to purchase Common Stock	$11.5⁽⁵⁾							10/17/2024⁽⁶⁾	09/17/2029⁽⁷⁾	Common Stock, par value $0.0001 per share	80,454		80,454⁽²⁾	I	See footnote⁽³⁾
Warrants to purchase Common Stock	$0.01⁽⁵⁾	09/17/2024		J		1		09/17/2024⁽⁸⁾	09/17/2034⁽⁹⁾	Common Stock, par value $0.0001 per share	2,329,840	$0	2,329,840	I	See footnote⁽¹⁰⁾

1. Name and Address of Reporting Person^*

ZUU Co. Ltd.

(Last)

(First)

(Middle)

3-6-28 AOBADAI, MEGUROKU

(Street)

TOKYO

154-0042

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ZUU Funders Co. Ltd.

(Last)

(First)

(Middle)

3-6-28 AOBADAI, MEGUROKU

(Street)

TOKYO

154-0042

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ZUU Target Fund for SBC Medical Group HD Investment Partnership

(Last)

(First)

(Middle)

3-6-28 AOBADAI, MEGUROKU

(Street)

TOKYO

154-0042

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Tomita Kazumasa

(Last)

(First)

(Middle)

3-6-28 AOBADAI, MEGUROKU

(Street)

TOKYO

154-0042

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents a transfer of 1,503,473 shares of Common Stock pursuant to the terms of that certain Non-Redemption Agreement, dated as of January 11, 2024, among ZUU Target Fund for SBC Medical Group HD Investment Partnership (the "Fund"), SBC Medical Group Holdings Incorporated, and Yoshiyuki Aikawa, as amended.

2. The Reporting Persons may be deemed have acquired a total of 80,454 units, with each unit consisting of one share of Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Common Stock for $11.50 per share. The units have been separated into their component securities upon the closing of the issuer's initial business combination.

3. The reported securities are held directly by ZUU Funders Co. Ltd. ("Funders") and may be deemed to be held indirectly by the Fund, ZUU Co. Ltd. ("ZUU"), and Kazumasa Tomita ("Mr. Tomita" and, together with Funders, the Fund, and ZUU, the "Reporting Persons"). Funders is the operating partner of the Fund and a wholly-owned subsidiary of ZUU. ZUU is majority owned and controlled by Mr. Tomita. The filing of this Form 4 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any of the securities of the issuer reported herein. Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership, except to the extent of their pecuniary interest.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.00 to $8.47 (inclusive) on September 19, 2024. The Reporting Persons undertake to provide to SBC Medical Group Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

5. Subject to adjustment upon the occurrence of certain events.

6. These warrants become exercisable on the later of (i) 30 days after the completion of the issuer's initial business combination, which occurred on September 17, 2024, and (ii) 12 months from the effective date of the registration statement on Form S-1 (File No. 333-265571) for the issuer's initial public offering, which was August 4, 2022.

7. These warrants expire five years after the completion of the issuer's initial business combination, or earlier upon redemption or liquidation, as described in the issuer's prospectus filed with the U.S. Securities and Exchange Commission.

8. These warrants were originally warrants to acquire shares of SBC Medical Group, Inc., a Japanese corporation, that became exercisable for shares of the issuer on completion of the issuer's initial business combination.

9. These warrants expire ten years after the completion of the issuer's initial business combination.

10. The reported securities are held directly by Second ZUU Target Fund for SBC Medical Group HD Investment Partnership (the "Second Fund") and may be deemed to be held indirectly by Funders, ZUU, and Mr. Tomita. Funders is the operating partner of the Second Fund and a wholly-owned subsidiary of ZUU.

	Zuu Co. Ltd. /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President	09/19/2024
	ZUU Funders Co. Ltd. /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President	09/19/2024
	ZUU Target Fund for SBC Medical Group HD Investment Partnership /s/Kazumasa Tomita Name: Kazumasa Tomita Title: President of Zuu Funders Co. Ltd., its Operating Partner	09/19/2024
	/s/ Kazumasa Tomita	09/19/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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