SEC Form POS EX filed by SBC Medical Group Holdings Incorporated

As filed with the Securities and Exchange Commission on March 31, 2025

Registration No. 333-282540

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No.1 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SBC Medical Group Holdings Incorporated

(Exact name of registrant as specified in its charter)

200 Spectrum Center Dr., Suite 300

Irvine, California 92618

Telephone: (949) 593-0250
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Yoshiyuki Aikawa
Chief Executive Officer
200 Spectrum Center Dr., Suite 300
Irvine, California 92618
Telephone: (949) 593-0250
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Takahiro Saito
Simpson Thacher & Bartlett LLP
Ark Hills Sengokuyama Mori Tower, 41F
1-9-10, Roppongi, Minato-Ku,
Tokyo 106-0032, Japan
Telephone: +81-3-5562-6200

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-282540)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check market if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 of SBC Medical Group Holdings Incorporated (File No. 333-282540), initially filed on October 8, 2024 and declared effective by the Securities and Exchange Commission on October 18, 2024 (the “Registration Statement”), is being filed as an exhibit-only filing solely to (i) file a consent of MaloneBailey, LLP (the “Consent”) with respect to its report dated March 28, 2025, relating to the financial statements of SBC Medical Group Holdings Incorporated contained in its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”) and included in the Prospectus Supplement No. 2, dated March 31, 2025, related to the Registration Statement, filed pursuant to Rule 424(b)(3), and (ii) amend and restate the exhibit list, including to update the exhibit list to reflect revisions from the Form 10-K. The Consent is filed herewith as Exhibit 23.1.

Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consent. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Tokyo, Japan, on March 31, 2025.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.