Amendment to Beneficial Ownership Report - Form 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 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.

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 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 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 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 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."

*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.