Form 4 for SBC SBC Medical Group Holdings Inc
Accepted 2024-09-19 00:00:00 ET · period of report 2024-09-17 · accession 0001140361-24-041498 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-09-19 | 2024-09-19 | SBC | ZUU Funders Co. Ltd. | 10% | S - Sale | $7.34 | +6,196 | 2.92M | +0.2% | +$45.5K |
| DI | 2024-09-19 | 2024-09-17 | SBC | ZUU Funders Co. Ltd. | 10% | J - Other | $0.00 | +1.50M | 2.93M | +106% | $0 |
| DI | 2024-09-19 | 2024-09-17 | SBC | ZUU Funders Co. Ltd. | 10% | J - Other | $0.00 | +1 | 2.33M | +0.0% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, par value $0.0001 per share | 2024-09-19 | S | A | 6,196 | $7.34 | 2,920,995 | I See footnote | — | — | (F4) 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. (F2) 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. (F3) 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. |
| 2 | Common | Common Stock, par value $0.0001 per share | 2024-09-17 | J | A | 1,503,473 | $0.00 | 2,927,191 | I See footnote | — | — | (F1) 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. (F2) 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. (F3) 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. |
| 3 | Derivative | Warrants to purchase Common Stock | 2024-09-17 | J | A | 1 | $0.00 | 2,329,840 | I See footnote | $0.01 · 2024-09-17 to 2034-09-17 | 2,329,840 Common Stock, par value $0.0001 per share | (F10) 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. (F5) Subject to adjustment upon the occurrence of certain events. (F8) 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. (F9) These warrants expire ten years after the completion of the issuer's initial business combination. |