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): January 05, 2026

    

SBC Medical Group Holdings Incorporated

(Exact name of Registrant as Specified in Its Charter)


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)

     Registrant’s Telephone Number, Including Area Code: (949) 593-0250

    

     Not Applicable

    

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under 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

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).

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. ☐

Item 7.01 Regulation FD Disclosure.

On January 5, 2026, SBC Medical Group Holdings Incorporated (the “Company”) issued a press release announcing the Transaction described under Item 8.01 of this Current Report on Form 8-K.

The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Additionally, on January 5, 2026, the Company posted a presentation to its website regarding the Transaction (https://sbc-holdings.com/en/ir/ir-presentation). From time to time, the Company uses its website (https://sbc-holdings.com/en) to distribute company information and makes available free of charge a variety of information for investors, including its filings with the Securities and Exchange Commission (“SEC”), as soon as reasonably practicable after electronically filing that material with, or furnishing it, to the SEC. The information that the Company posts on its website may be deemed material. Accordingly, investors should monitor the Company’s website, in addition to following its press releases, filings with the SEC, and public conference calls and webcasts. In addition, investors may opt in to automatically receive email alerts and other information about the Company when enrolling their email address by visiting the “Email Alerts” section under the “Resources” tab on its website. The Company does not incorporate the information contained on, or accessible through, its website or related social media channels into this Current Report on Form 8-K.

The information furnished under this Item 7.01, including Exhibit 99.1, 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.

Item 8.01 Other Events.

On January 5, 2026, the Company announced the completion of a strategic minority equity investment in OrangeTwist, a U.S.-based MedSpa chain, and entered into a structured collaboration framework with OrangeTwist and its institutional shareholders, Hildred Capital and Athyrium Capital (collectively, the “Transaction”). The Transaction marks the Company’s formal entry into the U.S. medical aesthetics market and represents an initial step in the Company’s multi-phase global expansion strategy focused on high-growth health and wellness categories, including aesthetic medicine, regenerative medicine, and wellness solutions. The parties also plan to pursue joint operations that leverage cross-border clinical, operational, and commercial synergies between the United States and Asia.

Forward-Looking Statements

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 Transaction, 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 Current Report on Form 8-K 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 SEC, which are accessible on the SEC’s website at www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
99.1		Press Release, dated January 5, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:	January 5, 2026	By:	/s/ Yuya Yoshida
			Name: Yuya Yoshida Title: Chief Financial Officer

SBC Medical Accelerates Global Expansion with Strategic Investment and Alliance with a Leading U.S. MedSpa Platform OrangeTwist as Part of Broader Growth Strategy

IRVINE, Calif., Jan.5, 2026 - SBC Medical Group Holdings Incorporated (Nasdaq: SBC) (“SBC Medical” or the “Company”), a global provider of comprehensive consulting and management services to medical corporations and their clinics, today announced the completion of a strategic minority equity investment and the establishment of a structured collaboration framework with OrangeTwist, a leading U.S.-based MedSpa chain, alongside its longstanding institutional shareholders, Hildred Capital and Athyrium Capital. This transaction marks SBC Medical’s formal entry into the United States—a key global market for medical aesthetics—and represents a major milestone in the Company’s broader global expansion strategy. For more details, please refer to the presentation regarding the Transaction available on the Company’s website at https://sbc-holdings.com/en/ir/ir-presentation.

Supporting 258 affiliated clinics worldwide and managing more than six million patient visits annually, SBC Medical has built one of the largest and most sophisticated platforms across a wide range of medical disciplines, continuously integrating this knowledge into a coherent platform strategy. With more than 25 years of history, the Company has developed a scalable operating model, deep clinical expertise, and a strong track record of disciplined growth—foundations that position SBC Medical to execute successfully on its next phase of international expansion.

This investment marks the beginning of SBC Medical’s full-scale strategic expansion in the U.S. market through a committed partnership with OrangeTwist, and both companies will pursue joint operations that leverage cross-border synergies between the U.S. and Asia to support long-term growth opportunities.

Founded in 2015, OrangeTwist specializes in non-invasive aesthetic treatments and currently operates 24 locations across six U.S. states. With strong medical oversight and data-driven clinical operations, the company offers a comprehensive portfolio of injectable, energy-based, and regenerative treatments. Its advanced management system integrating procurement, clinical workflows, and real-time KPI tracking provides operational consistency and supports scalable growth.


Comment from Yoshiyuki Aikawa, CEO of SBC Medical Group Holdings
“OrangeTwist has solidified its leadership in the U.S. market by consistently delivering exceptional quality and outstanding client experiences in non-invasive aesthetic medicine. We look forward to combining their strengths with our expertise and global network to accelerate growth across Asia and beyond.”

Comment from Clint Carnell, Co-founder of OrangeTwist
“SBC Medical has built one of the most respected and sophisticated aesthetic brands internationally. Their entry into the U.S. through a partnership with OrangeTwist provides a uniquely strong operational foundation and accelerates their ability to scale in one of the largest and fastest-growing aesthetic markets in the world.”

SBC Medical Global Growth Strategy

SBC Medical’s investment in OrangeTwist is the first step in a structured, multi-year roadmap to establish a leading position in the U.S. medical aesthetics and wellness market. The partnership enables both companies to leverage cross-border synergies across clinical protocols, technology adoption, operational efficiency, and commercial strategy.

This partnership signifies the start of SBC Medical’s Phase 1 market entry initiative and lays the groundwork for future phases of scale and market leadership. By integrating a sustainable model focused on personal well-being and high-quality medical outcomes, SBC Medical aims to deliver differentiated value to customers in the U.S. and Asia, while building diversified and resilient revenue streams across geographies.

●Global Expansion Strategy Designed for Sustainable Earnings Growth

SBC Medical views international expansion—particularly in the United States and Southeast Asia—as a central pillar of its long-term value creation strategy. The Company’s global expansion thesis is guided by three core principles

1.Partnering with high-performing regional operators with demonstrated execution capability, strong brand presence, and scalable business models;

2.Deploying SBC Medical’s differentiated operating expertise, including leadership in advanced aesthetic treatments, operational excellence, and clinical safety, to drive performance uplift across partner networks; and

3.Securing first-mover advantages through access to emerging medical technologies, proprietary treatment platforms, and information-sharing mechanisms that support future innovation and margin expansion.

The Company is focused on high-growth categories within health and wellness—including regenerative medicine, aesthetic medicine, and wellness solutions—while also exploring next-generation opportunities in human optimization, longevity science, and Medicine 4.0. SBC Medical continues to evaluate strategic medical technology platforms such as AI-enabled diagnostics, telemedicine capabilities, and patient-experience technologies that align with its long-term growth priorities.

●Three-Phase Global Expansion Roadmap

The OrangeTwist partnership forms part of SBC Medical’s structured global expansion roadmap:

Phase 1: Entry (2025–2026)

Deepen market understanding, build strategic partnerships, and deploy minority investments that create optionality for future expansion.

Phase 2: Scale (2027–2028)

Leverage accumulated market intelligence and SBC Medical’s proven operating model to pursue selective acquisitions and joint ventures capable of accelerating growth and strengthening competitive positioning.

Phase 3: Leadership (2029 onward)

Establish SBC Medical as a leading operator in the United States and other priority international markets, supported by diversified revenue streams, scalable clinical platforms, and technology-driven operating leverage.

SBC Medical believes this disciplined, phased approach—combined with the stability and profitability of its Japan business—positions the Company to deliver sustainable long-term growth, improved earnings quality, and increasing global brand value.

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About SBC Medical Group Holdings Incorporated

SBC Medical Group Holdings Incorporated is a comprehensive medical group operating a wide range of franchise businesses across diverse medical fields, including advanced aesthetic medicine, dermatology, orthopedics, fertility treatment, dentistry, AGA (hair restoration), and ophthalmology. The Company manages a diverse portfolio of clinic brands and is actively expanding its global presence, particularly in the United States and Asia, through both direct operations as well as medical tourism initiatives. In September 2024, the Company was listed on Nasdaq, and in June 2025, it was selected for inclusion in the Russell 3000® Index, a broad benchmark of the U.S. equity market. Guided by its Group Purpose “Contributing to the well-being of people around the world through medical innovation,” SBC Medical Group Holdings Incorporated continues to provide safe, trusted, and high-quality medical services while further strengthening its international reputation for quality and trust in medical care.

For more information, visit https://sbc-holdings.com/

For more insights and updates from SBC Holdings, follow us on LinkedIn　

SBC Medical Group Holdings Incorporated

Hikaru Fukui / Head of IR Department; E-mail: ir@sbc-holdings.com

Akiko Wakiyama / Head of Public Relations; E-mail: pr@sbc.or.jp

ICR LLC (US Time)

Bill Zima / Managing Partner; E-mail: bill.zima@icrinc.com

About OrangeTwist

OrangeTwist is a fast-growing national provider of medically supervised aesthetic and wellness treatments with 24 locations in CA, TX, WA, NV, CO, and NJ. OrangeTwist was co-founded by world-renowned medical director Dr. Grant Stevens, M.D. F.A.C.S. and Clint Carnell, an experienced healthcare services/medical technology executive and former CEO of the HydraFacial Company. The company delivers a curated portfolio of injectable, energy-based, and regenerative treatments through a hospitality-driven experience supported by best-in-class clinicians and strong medical oversight.

For more information, visit www.orangetwist.com.

About Hildred

Hildred is a healthcare-focused private equity firm that seeks opportunities to create value in middle-market companies. The firm specializes in partnering with management teams to help them scale their platforms, generate

earnings growth, promote strategic and operational improvements, generate business development, and drive multiple expansion. For more information, visit www.hildred.com and follow the firm on LinkedIn.

About Athyrium

Athyrium is a specialized asset management company formed in 2008 to focus on investment opportunities in the global healthcare sector. Athyrium advises funds with over $4.6 billion in committed capital. The Athyrium team has substantial investment experience across a wide range of asset classes including public equity, private equity, fixed income, royalties, and other structured securities. Athyrium invests across all healthcare verticals including biopharma, medical devices and products, healthcare focused services, and healthcare information technology. For more information, please visit www.athyrium.com.

Forward-Looking Statements

This press release 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 strategic investment and alliance with OrangeTwist, 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.