09/19/2024 | Press release | Distributed by Public on 09/19/2024 18:22
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ZUU Co. Ltd. 3-6-28 AOBADAI, MEGUROKU TOKYO, M0154-0042 |
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ZUU Funders Co. Ltd. 3-6-28 AOBADAI, MEGUROKU TOKYO, M0154-0042 |
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ZUU Target Fund for SBC Medical Group HD Investment Partnership 3-6-28 AOBADAI, MEGUROKU TOKYO, M0154-0042 |
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Tomita Kazumasa 3-6-28 AOBADAI, MEGUROKU TOKYO, M0154-0042 |
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Zuu Co. Ltd. /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President | 2024-09-19 |
**Signature of Reporting Person | Date |
ZUU Funders Co. Ltd. /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President | 2024-09-19 |
**Signature of Reporting Person | Date |
ZUU Target Fund for SBC Medical Group HD Investment Partnership /s/Kazumasa Tomita Name: Kazumasa Tomita Title: President of Zuu Funders Co. Ltd., its Operating Partner | 2024-09-19 |
**Signature of Reporting Person | Date |
/s/ Kazumasa Tomita | 2024-09-19 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
(**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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. |
(2) | 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. |
(3) | 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. |
(4) | 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. |
(5) | Subject to adjustment upon the occurrence of certain events. |
(6) | 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. |
(7) | These warrants expire five years after the completion of the issuer's initial business combination, or earlier upon redemption or liquidation, as described in the issuer's prospectus filed with the U.S. Securities and Exchange Commission. |
(8) | 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. |
(9) | These warrants expire ten years after the completion of the issuer's initial business combination. |
(10) | 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. |