0001140361-24-041494.txt : 20240919 0001140361-24-041494.hdr.sgml : 20240919 20240919201350 ACCESSION NUMBER: 0001140361-24-041494 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240919 DATE AS OF CHANGE: 20240919 GROUP MEMBERS: KAZUMASA TOMITA GROUP MEMBERS: ZUU FUNDERS CO. LTD GROUP MEMBERS: ZUU TARGET FUND FOR SBC MEDICAL GROUP HD INVESTMENT PARTNERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SBC Medical Group Holdings Inc CENTRAL INDEX KEY: 0001930313 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 881263511 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93729 FILM NUMBER: 241311521 BUSINESS ADDRESS: STREET 1: 200 SPECTRUM CENTER DR. STREET 2: SUITE 300 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9495930250 MAIL ADDRESS: STREET 1: 200 SPECTRUM CENTER DR. STREET 2: SUITE 300 CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: Pono Capital Two, Inc. DATE OF NAME CHANGE: 20220520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZUU Co. Ltd. CENTRAL INDEX KEY: 0002010776 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3-6-28 AOBADAI, MEGUROKU CITY: TOKYO STATE: M0 ZIP: 154-0042 BUSINESS PHONE: 81 03-4405-6100 MAIL ADDRESS: STREET 1: 3-6-28 AOBADAI, MEGUROKU CITY: TOKYO STATE: M0 ZIP: 154-0042 SC 13D/A 1 ef20036084_sc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*


SBC Medical Group Holdings, Inc.
(Name of Issuer)

Common Stock, $0.0001 par value per share
 (Title of Class of Securities)

73245B107
(CUSIP Number)

Randal D. Murdock
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
(212) 715-9100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 17, 2024
 (Date of Event Which Requires Filing of This Statement)

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
 

 *
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
1
NAMES OF REPORTING PERSONS
 
 
ZUU Co. Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Japan
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
5,331,289*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,331,289*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,331,289*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
4.5%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
* The Reporting Persons may be deemed to have acquired 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 business combination on September 17, 2024.  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.  The amount reported above as beneficially owned includes Shares underlying such warrants.  Additionally, the amount reported above as beneficially owned includes warrants held by Second ZUU Target Fund for SBC Medical Group HD Investment Partnership to that originally entitled the holder to acquire shares of SBC Medical Group, Inc., a Japanese corporation and became exercisable for 2,329,840 Shares upon the closing of the Issuer’s business combination on September 17, 2024.  These warrants expire on the tenth anniversary of the Issuer’s initial business combination, or September 17, 2034.  All reported shares of Common Stock are held by ZUU Funders Co. Ltd.  ZUU Funders Co. Ltd is the operating partner of ZUU Target Fund for SBC Medical Group HD Investment Partnership and Second ZUU Target Fund for SBC Medical Group HD Investment Partnership and a wholly-owned subsidiary of ZUU Co. Ltd.  ZUU Co. Ltd. is majority owned and controlled by Kazumasa Tomita.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 116,228,871 shares of Common Stock stated by the Issuer as assumed to be outstanding as of the closing of its initial business combination in Scenario B as described on p. 266 of its definitive merger proxy statement filed with the U.S. Securities and Exchange Commission on August 12, 2024.

1
NAMES OF REPORTING PERSONS
 
 
ZUU Funders Co. Ltd
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Japan
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
5,331,289*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,331,289*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,331,289*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
4.5%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
* The Reporting Persons may be deemed to have acquired 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 business combination on September 17, 2024.  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.  The amount reported above as beneficially owned includes Shares underlying such warrants.  Additionally, the amount reported above as beneficially owned includes warrants held by Second ZUU Target Fund for SBC Medical Group HD Investment Partnership to that originally entitled the holder to acquire shares of SBC Medical Group, Inc., a Japanese corporation and became exercisable for 2,329,840 Shares upon the closing of the Issuer’s business combination on September 17, 2024.  These warrants expire on the tenth anniversary of the Issuer’s initial business combination, or September 17, 2034.  All reported shares of Common Stock are held by ZUU Funders Co. Ltd.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 116,228,871 shares of Common Stock stated by the Issuer as assumed to be outstanding as of the closing of its initial business combination in Scenario B as described on p. 266 of its definitive merger proxy statement filed with the U.S. Securities and Exchange Commission on August 12, 2024.

1
NAMES OF REPORTING PERSONS
 
 
ZUU Target Fund for SBC Medical Group HD Investment Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC, OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Japan
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,001,449*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,001,449*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,001,449*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.6%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
* The Reporting Persons may be deemed to have acquired 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 business combination on September 17, 2024.  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.  All reported shares of Common Stock are held by ZUU Funders Co. Ltd.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 116,228,871 shares of Common Stock stated by the Issuer as assumed to be outstanding as of the closing of its initial business combination in Scenario B as described on p. 266 of its definitive merger proxy statement filed with the U.S. Securities and Exchange Commission on August 12, 2024.

1
NAMES OF REPORTING PERSONS
 
 
Kazumasa Tomita
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Japan
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
5,331,289*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,331,289*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,331,289*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
4.5%**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
* The Reporting Persons may be deemed to have acquired 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 business combination on September 17, 2024.  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.  The amount reported above as beneficially owned includes Shares underlying such warrants.  Additionally, the amount reported above as beneficially owned includes warrants held by Second ZUU Target Fund for SBC Medical Group HD Investment Partnership to that originally entitled the holder to acquire shares of SBC Medical Group, Inc., a Japanese corporation and became exercisable for 2,329,840 Shares upon the closing of the Issuer’s business combination on September 17, 2024.  These warrants expire on the tenth anniversary of the Issuer’s initial business combination, or September 17, 2034.  All reported shares of Common Stock are held by ZUU Funders Co. Ltd.  Each Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

** Based on 116,228,871 shares of Common Stock stated by the Issuer as assumed to be outstanding as of the closing of its initial business combination in Scenario B as described on p. 266 of its definitive merger proxy statement filed with the U.S. Securities and Exchange Commission on August 12, 2024.

CUSIP No. 73245B107
SCHEDULE 13D
 
This Amendment No. 5 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed on February 6, 2023 (the “Initial 13D” and as amended and supplemented to date, the “Schedule 13D”) by the Reporting Persons, relating to shares of Common Stock, $0.0001 par value per share (the “Shares”), of SBC Medical Group Holdings Inc., a Delaware corporation formerly known as Pono Capital Two, Inc. (the “Issuer”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Initial 13D.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 of the Initial 13D is hereby supplemented by adding the following paragraphs to the end thereof:
 
“From and including August 22, 2024, Funders purchased an additional 8,399 shares of Class A Common Stock, $0.0001 par per share of the Issuer (“Class A Shares”) for a purchase price of $88,310, in each case excluding fees and expenses. Funds for the acquisition of Class A Shares were contributed by investors to the Fund pursuant to the Investment Partnership Contract.  Such Class A Shares were converted into Shares upon completion of the Issuer’s initial business combination on September 17, 2024.”

Item 4.
Purpose of Transaction.

Item 4 of the Initial 13D is hereby supplemented by adding the following paragraph to the end thereof:

“The response to Item 3 of Amendment No. 5 to the Initial 13D is incorporated herein by reference.”
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 of the Initial 13D is hereby amended and restated as set forth below:
 
“(a) Each of the Reporting Persons other than the Fund may be deemed to beneficially own an aggregate of 5,331,289 Shares representing approximately 4.5% of the Shares outstanding, and the Fund may be deemed to beneficially own an aggregate of 3,001,449 Shares representing approximately 2.6% of the Shares outstanding, in each case based on 116,228,871 shares of Common Stock stated by the Issuer as assumed to be outstanding as of the closing of its initial business combination in Scenario B as described on p. 266 of its in its definitive merger proxy statement filed with the U.S. Securities and Exchange Commission on August 12, 2024.  The foregoing amounts that may be deemed to be beneficially owned by the Reporting Persons include 1,503,473 Shares transferred by Dr. Yoshiyuki Aikawa on September 17, 2024 pursuant to the terms of the Non-Redemption Agreement by and among the Issuer, ZUU Target Fund for SBC Medical Group HD Investment Partnership (the “Fund”), SBC Medical Group Holdings Incorporated (“SBC”), and Dr. Yoshiyuki Aikawa dated March 15, 2024, as amended; 80,454 Shares underlying warrants entitling the holder thereof to purchase one Share for $11.50 per Share; and, as to Reporting Persons other than the Fund, held by Second ZUU Target Fund for SBC Medical Group HD Investment Partnership that originally entitled the holder to acquire shares of SBC Medical Group, Inc., a Japanese corporation and became exercisable for 2,329,840 Shares upon the closing of the Issuer’s initial business combination on September 17, 2024.
 
(b) Each of the Reporting Persons other than the Fund may be deemed to have shared voting and shared dispositive power with regard to 5,331,289 Shares.  The Fund may be deemed to have shared voting and shared dispositive power with regard 3,001,449 Shares.
 
(c) Except as set forth in Exhibit 99.7 to this Amendment No. 5 to the Initial 13D, the Reporting Persons have not engaged in any transactions in the Shares during the past sixty days.
 
(d) Under the terms of the Investment Partnership Contract, distributions to the investors in the Fund may include dividends or proceeds from the sale of Shares held by the Fund.
 
(e) As a result of the issuance of Shares to other parties in the Issuer’s initial business combination, the Reporting Persons ceased to be beneficial owners of more than five percent of the Shares on September 17, 2024.”
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Initial 13D is hereby supplemented by adding the following to the end thereof:

“The responses to Items 3, 4, and 5 of Amendment No. 5 to the Initial 13D are incorporated herein by reference.”
 
Item 7.
Material to be Filed as Exhibits.
 
Exhibit 99.1
Joint Filing Agreement, dated February 6, 2024, of the Reporting Persons.*
Exhibit 99.2
Investment Partnership Contract.*
Exhibit 99.3
Non-Redemption Agreement.*
Exhibit 99.4
Amendment to Non-Redemption Agreement.*
Exhibit 99.5
Amendment No. 2 to Non-Redemption Agreement.*
Exhibit 99.6
Acknowledgment and Waiver Pursuant to Non-Redemption Agreement.*
Transactions in Shares.

*Previously filed.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:
 September 19, 2024  
   
 
ZUU CO. LTD.
     
    /s/ Kazumasa Tomita
 
Name:
 Kazumasa Tomita
 
Title:
 President

 
ZUU FUNDERS CO. LTD.
     
 
By:
 /s/ Kazumasa Tomita
 
Name:
 Kazumasa Tomita
 
Title:
 President
 
 
ZUU TARGET FUND FOR SBC MEDICAL GROUP HD INVESTMENT PARTNERSHIP
   
 
By:  ZUU Funders Co. Ltd., its Operating Partner
   
 
By:
 /s/ Kazumasa Tomita
 
Name:
 Kazumasa Tomita
 
Title:
 President
 
 
KAZUMASA TOMITA
   
  /s/ Kazumasa Tomita


EX-99.7 2 ef20036084_ex99-7.htm EXHIBIT 99.7
Exhibit 99.7

TRANSACTIONS

The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Common Shares, inclusive of any transactions effected prior to the filing hereof on September 19, 2024. Except for the acquisition on 9/17/2024 described below, all such transactions were effected by ZUU Funders Co. Ltd. as purchases of Class A Shares in the open market.  Such Class A Shares were converted to Shares upon completion of the Issuer’s initial business combination.

 
Date
Buy/Sell
Quantity
  
Price per Share
($)1
 
7/24/2024
Buy
10,685
  
13.00
  
 
7/24/2024
Buy
4,8242
  
13.00
  
 
7/31/2024
Buy
12
  
12.50
  
 
8/1/2024
Buy
888
  
12.50
  
 
8/1/2024
Buy
1,5992
  
13.00
  
 
8/19/2024
Sell
70,000
  
11.453
  
 
8/20/2024
Sell
5,000
  
11.724
  
 
8/21/2024
Sell
4,755
  
11.38
  
 
8/22/2024
Buy
8,399
  
10.515
  
 
9/17/2024
Buy6
1,503,473
  
06
  
  9/19/2024
 Sell
 6,196
    7.347  

1 Prices are rounded to the nearest cent and are exclusive of commissions.

2 Represents a purchase of units, with each unit consisting of one share of Class A Common Stock and one redeemable warrant, and each warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.  The warrants become exercisable on the later of (i) 30 days after the completion of the Issuer’s initial business combination 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.

3 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.38 to $12.40 (inclusive) on August 19, 2024. The Reporting Persons undertake to provide to the Issuer, 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.

4 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.70 to $12.02 (inclusive) on August 20, 2024. The Reporting Persons undertake to provide the Issuer, 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 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.10 to $11.30 (inclusive) on August 22, 2024. The Reporting Persons undertake to provide to the Issuer 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.

6 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 (“Fund”), SBC Medical Group Holdings Incorporated, and Yoshiyuki Aikawa, as amended, in consideration of the Fund’s performance of its obligations thereunder.

7 The price reported 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 the Issuer 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.