8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2024

SBCMedical Group Holdings Incorporated

(Exact Name of Registrant as Specified in Its Charter)

949-593-0250

(Registrant’s Telephone Number, Including Area Code)

NotApplicable

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

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

Securities

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

Indicate by 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 growth company ☒

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. ☐

Item7.01 Regulation FD Disclosure.

On December 17, 2024, SBC Medical Group Holdings Incorporated (the “Company”), through its subsidiary SBC Medical Co., Ltd. (“SBC Medical”), entered into definitive agreements to sell and transfer all of the shares in its subsidiaries, SBC Kijimadaira Resort Co., Ltd. (“Kijima”) and Skynet Academy Co., Ltd. (“Skynet”), to entities owned by Dr. Yoshiyuki Aikawa, the Company’s Director, Chairman and Chief Executive Officer. Kijima operates a ski resort and hotel management business. Skynet operates an aircraft pilot training business.

The Board of Directors of the Company and the Audit Committee thereof reviewed and determined that the proposed related party transactions are in the best interest of the Company and approved and authorized the transactions. The Company pursued the transactions to concentrate business and management resources on the Company’s main medical business. The transactions are expected to close in December 2024, subject to customary closing conditions.

Based on valuations conducted by an independent third-party, (i) Kijima’s shares were valued at nominal sale price due to its insolvency, and (ii) Skynet’s shares were valued at an immaterial sale price by using the discounted cashflow method. The impact on the Company’s consolidated book value was also immaterial.

The information contained in this Item 7.01 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

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.