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)
| Delaware |
|
8011 |
|
88-1192288 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(IRS
Employer
Identification Number) |
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.
| Large
accelerated filer |
|
☐ |
|
Accelerated
filer |
|
☐ |
| Non-accelerated
filer |
|
☒ |
|
Smaller
reporting company |
|
☒ |
| |
|
|
|
Emerging
growth company |
|
☒ |
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
| Exhibit
No. |
|
Description |
| 2.1 |
|
Agreement
and Plan of Merger, dated January 31, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings
Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two, Inc., and Yoshiyuki
Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated
(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on February
2, 2023). |
| 2.2 |
|
First
Amendment to the Agreement and Plan of Merger, dated April 26, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc.,
SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital
Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical
Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two,
Inc. with the SEC on May 1, 2023). |
| 2.3 |
|
Second
Amendment to the Agreement and Plan of Merger, dated May 30, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc.,
SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital,
Two Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical
Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two,
Inc. with the SEC on June 2, 2023). |
| 2.4 |
|
Third
Amendment to the Agreement and Plan of Merger, dated June 15, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc.,
SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital
Two Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical
Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two,
Inc. with the SEC on June 16, 2023). |
| 2.5 |
|
Amended
and Restated Agreement and Plan of Merger, dated June 21, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC
Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital
Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical
Group Holdings Incorporated (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Pono Capital Two,
Inc. with the SEC on June 22, 2023). |
| 2.6 |
|
First
Amendment to the Amended and Restated Agreement and Plan of Merger, dated September 8, 2023, by and among Pono Capital Two, Inc.,
Pono Two Merger Sub, Inc., SBC Medical Group Medical Holdings Incorporated, Mehana Capital LLC in its capacity as the representative
of the stockholders of Pono Capital Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative
of the stockholders of SBC (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two,
Inc. with the SEC on September 11, 2023). |
| 2.7 |
|
Second
Amendment to the Amended and Restated Agreement and Plan of Merger, dated October 26, 2023, by and among Pono Capital Two Inc., Pono
Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders
of Pono Capital Two Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders
of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to Form 8-K filed by Pono Capital Corp. with
the SEC on October 26, 2023). |
| 2.8 |
|
Third
Amendment to the Amended and Restated Agreement and Plan of Merger, dated December 28, 2023, by and among Pono Capital Two, Inc.,
Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the
stockholders of Pono Capital Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the
stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K
filed by Pono Capital Two, Inc. with the SEC on December 29, 2023). |
| 2.9 |
|
Fourth
Amendment to the Amended and Restated Agreement and Plan of Merger, dated April 22, 2024, by and among Pono Capital, Two Inc., Pono
Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated Mehana Capital LLC in its capacity as the representative of the stockholders
of Pono Capital, Two Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders
of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono
Capital Two, Inc. with the SEC on April 23, 2024). |
| 3.1 |
|
Fourth
Amended and Restated Certificate of Incorporation of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit
3.1 to the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated with the SEC on September 20, 2024). |
| 3.2 |
|
Amended
and Restated Bylaws of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 3.2 to the Current Report on
Form 8-K filed by SBC Medical Group Holdings Incorporated with the SEC on September 20, 2024). |
| 4.1 |
|
Warrant
Agreement, dated August 4, 2022, by and between Pono Capital Two, Inc. and Continental Stock Transfer & Trust Company, as warrant
agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on
August 9, 2022). |
| 4.2 |
|
Specimen
Warrant Certificate (incorporated by reference to Exhibit 4.4 to the Amendment No. 1 to the Registration Statement on Form S-1, filed
by Pono Capital Two, Inc. on July 22, 2022). |
| 5.1* |
|
Opinion
of Anthony, Linder & Cacomanolis, PLLC. |
| 10.1† |
|
SBC
Medical Group Holdings Incorporated Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Annual Report on Form
10-K filed by SBC Medical Group Holdings Incorporated with the SEC on March 28, 2025). |
| 10.2 |
|
Form
of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by SBC Medical Group
Holdings Incorporated with the SEC on September 20, 2024). |
| 10.3 |
|
Form
of Registration Rights Agreement by certain SBC Medical Group Holdings Incorporated equity holders (incorporated by reference to
Exhibit 10.3 to the Annual Report on Form 10-K filed by SBC Medical Group Holdings Incorporated with the SEC on March 28, 2025). |
| 10.4 |
|
Form
of Lock-Up Agreement by certain SBC Medical Group Holdings Incorporated equity holders (incorporated by reference to Exhibit 10.4
to the Annual Report on Form 10-K filed by SBC Medical Group Holdings Incorporated with the SEC on March 28, 2025). |
| 10.5 |
|
Letter
Agreement, dated August 4, 2022, by and among Pono Capital Two Inc., its officers, directors, and Mehana Capital LLC (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on August 9, 2022). |
| 10.6 |
|
Purchaser
Support Agreement, dated January 31, 2023 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Pono
Capital Two, Inc. with the SEC on February 2, 2023). |
| 10.7 |
|
Voting
Agreement, dated January 31, 2023 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Pono Capital
Two, Inc. with the SEC on February 2, 2023). |
| 10.8† |
|
Executive
Employment Agreement between SBC Medical Group Holdings and Yoshiyuki Aikawa, dated September 17, 2024 (incorporated by reference
to Exhibit 10.8 to the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated with the SEC on September 20,
2024). |
| 10.9† |
|
Executive
Employment Agreement between SBC Medical Group Holdings and Yuya Yoshida, dated September 17, 2024 (incorporated by reference to
Exhibit 10.9 to the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated with the SEC on September 20, 2024). |
| 10.10† |
|
Executive
Employment Agreement between SBC Medical Group Holdings and Ryoji Murata, dated September 17, 2024 (incorporated by reference to
Exhibit 10.10 to the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated with the SEC on September 20, 2024). |
| 10.11† |
|
Executive
Employment Agreement between SBC Medical Group Holdings and Akira Komatsu, dated September 17, 2024 (incorporated by reference to
Exhibit 10.11 to the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated with the SEC on September 20, 2024). |
| 10.12† |
|
Form
of Non-Competition and Non-Solicitation Agreement (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed
by SBC Medical Group Holdings Incorporated with the SEC on March 28, 2025). |
| 10.13†* |
|
Amendment No. 1 to Executive Employment Agreement between SBC Medical Group Holdings and Yuya Yoshida, dated September 30, 2024. |
| 16.1 |
|
Letter
from Marcum LLP to the Securities and Exchange Commission, dated September 19, 2024 (incorporated by reference to Exhibit 16.1 to
the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated with the SEC on September 20, 2024). |
| 21.1 |
|
List
of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed by SBC Medical
Group Holdings Incorporated with the SEC on March 28, 2025). |
| 23.1 |
|
Consent of MaloneBailey, LLP. |
| 23.2* |
|
Consent
of Marcum LLP. |
| 23.3 |
|
Consent
of Anthony, Linder & Cacomanolis, PLLC (included on Exhibit 5.1) |
| 24.1 |
|
Power
of Attorney (included on the signature page of the Registration Statement on Form S-1 filed on October 8, 2024). |
| 107* |
|
Filing
Fee Table. |
| |
|
|
| 101.INS* |
|
Inline XBRL Instance Document. |
| 101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase
Document. |
| 101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase
Document. |
| 104* |
|
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101). |
| * | Previously included in the initial Registration Statement on Form S-1 on October 8, 2024 |
| † | Management
contract, compensation plan or arrangement |
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.
| |
SBC Medical Group Holdings Incorporated |
| |
|
| |
By: |
/s/ Yoshiyuki Aikawa |
| |
|
Yoshiyuki Aikawa |
| |
|
Director, Chairman and Chief Executive Officer |
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.
| Name |
|
Position |
|
Date |
| |
|
|
|
|
| /s/
Yoshiyuki Aikawa |
|
Director,
Chairman and Chief Executive Officer |
|
March
31, 2025 |
| Yoshiyuki
Aikawa |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Ryoji Murata |
|
Chief
Financial Officer |
|
March
31, 2025 |
| Ryoji
Murata |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Director
and Chief Operating Officer |
|
March
31, 2025 |
| Yuya
Yoshida |
|
|
|
|
| |
|
|
|
|
| * |
|
Independent
Director |
|
March
31, 2025 |
| Ken
Edahiro |
|
|
|
|
| |
|
|
|
|
| * |
|
Independent
Director |
|
March
31, 2025 |
| Mike
Sayama |
|
|
|
|
| |
|
|
|
|
| * |
|
Independent
Director |
|
March
31, 2025 |
| Fumitoshi
Fujiwara |
|
|
|
|
| * |
The undersigned, by signing his name hereto, signs and executes this Post-Effective
Amendment No. 1 to the Registration Statement pursuant to the Powers of Attorney executed by the above-named signatories and previously
filed with the Securities and Exchange Commission on October 8, 2024. |
| |
/s/ Yoshiyuki Aikawa |
| |
Yoshiyuki Aikawa |
| |
Attorney-in-fact |
