UNITED ~~STATES~~ STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIES ANDFORM EXCHANGE COMMISSION8-K

~~WASHINGTON, D.C.~~CURRENT ~~20549~~REPORT

~~FORM 8-K~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT REPORT~~Date of Report (Date of earliest event reported): November 13, 2025

~~Pursuant to~~SBC ~~Section~~Medical 13Group ORHoldings ~~15(d) of The Securities Exchange Act of 1934~~Incorporated

~~Date of Report~~ (~~Date~~Exact name of ~~earliest~~Registrant ~~event~~as ~~reported):~~Specified ~~August~~in ~~13,~~Its ~~2025~~Charter)

SBC Medical Group Holdings Incorporated


Delaware	001-41462	88-1192288
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Spectrum Center Dr. STE 300
Irvine, California		92618
(Address of Principal Executive Offices)		(Zip Code)

~~(Exact name~~Registrant’s ofTelephone ~~registrant~~Number, asIncluding ~~specified~~Area inCode: ~~its~~949 ~~charter)~~593-0250

Delaware		001-41462		88-1192288
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

     Not Applicable

    

200 Spectrum Center Dr. STE 300 Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

(Former Name or Former Address, if Changed Since Last Report)

~~949~~Check the appropriate box below if the Form 8-~~593-0250~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~(Registrant’s telephone~~☐Written ~~number,~~communications ~~including~~pursuant ~~area~~to ~~code~~Rule 425 under the Securities Act (17 CFR 230.425)

~~Not Applicable~~☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~(Former name~~☐Pre-commencement orcommunications ~~former~~pursuant ~~address,~~to ifRule ~~changed~~14d-2(b) ~~since~~under ~~last~~the ~~report~~Exchange Act (17 CFR 240.14d-2(b))

~~Check the appropriate box below if the Form 8~~☐Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c) ~~the~~under ~~filing obligation of~~ the ~~registrant~~Exchange ~~under any~~Act of(17 ~~the~~CFR ~~following provisions:~~240.13e-4(c))

~~☐ Written communications pursuant to Rule 425 under the~~ Securities ~~Act~~registered ~~(17 CFR 230.425) ☐ Soliciting material~~ pursuant to ~~Rule~~Section ~~14a-~~12 ~~under the Exchange Act~~ (~~17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(~~b) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~:

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	SBC	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	SBCWW	The Nasdaq Stock Market LLC

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	SBC	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	SBCWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

~~Indicate by~~Emerging ~~check mark whether the registrant is an emerging~~ growth company ~~as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.~~☒

~~Emerging~~ If an emerging growth company, ☒indicate by check mark 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 13(a) of the Exchange Act. ☐

If anItem emerging8.01 growthOther company, indicate by check mark 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 13(a) of the Exchange ActEvents. ☐

~~Item 2~~On November 13, 2025, the Board of Directors of SBC Medical Group Co.02, Ltd. ~~Results~~(“SBCMG”), a wholly owned subsidiary of ~~Operations~~SBC ~~and~~Medical ~~Financial~~Group ~~Condition~~Holdings Incorporated (the “Company”), approved the commencement of a tender offer (the “Tender Offer”) for shares of the common stock of Waqoo, Inc. (“Waqoo”), a Japanese corporation listed on the Tokyo Stock Exchange Growth Market.

~~On August~~As ~~13,~~of ~~2025,~~the ~~SBC~~date ~~Medical~~of ~~Group~~this ~~Holdings~~report, ~~Incorporated~~SBCMG ~~(the~~owns ~~“Company”)~~353,600 ~~issued~~shares aof ~~press~~Waqoo, ~~release~~representing ~~announcing~~approximately ~~its~~9.49% ~~results for~~of Waqoo’s outstanding shares. In addition, the ~~quarter~~Company’s ~~ended~~Chief ~~June~~Executive 30Officer, ~~2025~~Dr. ~~The~~Yoshiyuki ~~press~~Aikawa, ~~release~~personally isholds ~~attached~~989,802 asshares ~~Exhibit~~of ~~99.1~~Waqoo, ~~and~~representing isapproximately ~~incorporated~~26.58% ~~herein~~of byWaqoo’s ~~reference~~outstanding shares.

~~Additionally, on~~The ~~August~~following ~~13,~~transactions ~~2025,~~have ~~the~~been ~~Company posted an investor presentation to its website (https~~structured:~~//sbc-holdings.com/en/ir/ir-presentation ), regarding results for the quarter ended June 30, 2025 which presentation is attached hereto as Exhibit 99.2 and incorporated by reference herein.~~

•

~~The information~~Tender ~~furnished~~Offer: ~~under~~SBCMG ~~Item~~will ~~2.02,~~conduct ~~including~~the ~~Exhibit~~Tender ~~99.1~~Offer ~~and~~for ~~99.2,~~up ~~shall~~to ~~not~~575,000 beshares ~~deemed “filed” for purposes~~ of ~~Section 18~~Waqoo’s ofcommon ~~the Securities Exchange Act of 1934~~stock, asat ~~amended~~a ~~(the~~price ~~“Exchange~~per ~~Act”),~~share ~~or otherwise subject~~ to ~~the~~be ~~liabilities~~determined, ~~under that~~from ~~section~~November ~~and~~14, ~~shall~~2025 ~~not~~through beDecember ~~deemed~~12, to2025 be(20 ~~incorporated~~business bydays). ~~reference~~Settlement ~~into~~of ~~any filing under~~ the ~~Securities~~Tender ~~Act~~Offer ofis ~~1933,~~expected asto ~~amended,~~take ~~or the~~place ~~Exchange~~on ~~Act~~December 19, ~~except~~2025. asThe ~~otherwise~~tender ~~expressly~~offer ~~stated~~agent bywill ~~specific~~be ~~reference~~SBI inSecurities ~~any~~Co., ~~such filing~~Ltd.; and

•

~~Item 9~~Off-Market Transfer: Subject to the settlement of the Tender Offer, SBCMG will acquire from Dr.~~01.~~ ~~Financial~~Aikawa ~~Statements~~all ~~and~~989,802 ~~Exhibits~~shares of Waqoo held by him pursuant to a share transfer agreement dated November 13, 2025.

~~(d) Exhibits~~Following completion of the Tender Offer and the off-market transfer, SBCMG intends to make Waqoo its consolidated subsidiary and Waqoo will become part of the Company’s consolidated group.

Exhibit No.		Description
99.1		Press Release, dated August 13, 2025, entitled “SBC Medical Group Holdings Announces Second Quarter 2025 Financial Results”
99.2		Investor Presentation
101		Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101).

This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only the Company’s beliefs regarding future events and performance, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These forward-looking statements reflect the Company’s current views with respect to, among other things, the Company’s product launch plans and strategies; growth in revenue and earnings; and business prospects. In some cases, forward-looking statements can be identified by the use of words such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” “targets” or “hopes” or the negative of these or similar terms. The Company cautions readers not to place undue reliance upon any forward-looking statements, which are current only as of the date of this release and are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. The forward-looking statements are based on management’s current expectations and are not guarantees of future performance. The Company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Factors that may cause actual results to differ materially from current expectations may emerge from time to time, and it is not possible for the Company to predict all of them; such factors include, among other things, changes in global, regional, or local economic, business, competitive, market and regulatory conditions, and those listed under the heading “Risk Factors” and elsewhere in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov.

SIGNATUREItem 9.01 Financial Statements and Exhibits.(d) Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


Exhibit No.	Description
99.1	Press Release, dated November 13, 2025, entitled “SBC Medical Group Announces Commencement of Tender Offer for Shares of Waqoo, Inc.”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

	SBC Medical Group Holdings Incorporated
Dated: August 13, 2025	By:	/s/ Yuya Yoshida
		Yuya Yoshida
		Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			SBC Medical Group Holdings Incorporated

Date:	November 13, 2025	By:	/s/ Yuya Yoshida
			Yuya Yoshida Chief Financial Officer

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