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

~~FORM~~SECURITIES AND ~~8-K~~EXCHANGE COMMISSION

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

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

~~Date of Report (Date of earliest event reported): January 05, 2026~~CURRENT REPORT

~~SBC~~Pursuant to ~~Medical~~Section ~~Group~~13 ~~Holdings~~or ~~Incorporated~~15(d) of the Securities Exchange Act of 1934

~~(Exact~~Date ~~name~~ of ~~Registrant~~Report as(Date ~~Specified~~of inearliest ~~Its~~event ~~Charter~~reported): March 27, 2026

Delaware	001-41462	88-1192288
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
200 Spectrum Center Dr. STE 300
Irvine, California		92618
(Address of Principal Executive Offices)		(Zip Code)

SBC Medical Group Holdings Incorporated

~~Registrant’s~~(Exact name ~~Telephone~~of ~~Number,~~Registrant ~~Including~~as ~~Area~~Specified ~~Code:~~in ~~(949)~~Its ~~593-0250~~Charter)

Not Applicable

Delaware

001-41462

88-1192288

(State or Other Jurisdiction

of Incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

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

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

~~Check~~Registrant’s ~~the~~Telephone ~~appropriate~~Number, ~~box~~Including ~~below~~Area ifCode: ~~the~~(949) ~~Form 8~~593-~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ 0250

~~☐Written~~Not ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~Applicable

~~☐Soliciting~~(Former Name ~~material~~or ~~pursuant~~Former toAddress, ~~Rule~~if ~~14a-12~~Changed ~~under~~Since ~~the~~Last ~~Exchange Act (17 CFR 240.14a-12~~Report)

~~☐Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under any ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~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	~~TradingSymbol~~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 2.0102 ~~Regulation~~Results FDof ~~Disclosure~~Operations and Financial Condition.

On March ~~January 5~~27, 2026, SBC Medical Group Holdings Incorporated (the “Company”), issued a press release announcing ~~the~~its ~~Transaction~~fourth ~~described~~quarter and ~~under~~full ~~Item~~year ~~8.01~~2025 offinancial ~~this Current Report on Form 8-K~~results. The press release is ~~furnished~~attached as Exhibit 99.1 ~~to this Current Report on Form 8-K~~ and is 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.

The information furnished under Item 2.02, 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 (the “Securities Act”), or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item 7.01 Regulation FD Disclosure.

Additionally, on March 27, 2026, the Company posted an investor presentation to its website, entitled “Group Business,” which provides an overview of its business (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. 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 shall not be deemed “filed” for purposes of Section 18 of 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, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item 8.01 Other Events.

On ~~January 5~~March 27, 2026, ~~the Company announced the completion of a strategic minority equity investment~~ in ~~OrangeTwist,~~connection ~~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~~announcements ~~entry~~described ~~into~~in ~~the~~this ~~U.S.~~Current ~~medical~~Report ~~aesthetics~~on ~~market~~Form ~~and~~8-K, ~~represents an initial step in~~ the Company’s ~~multi-phase~~announced ~~global~~certain updates ~~expansion~~to ~~strategy~~its ~~focused~~business onstrategy ~~high-growth health~~ and ~~wellness~~capital ~~categories~~policy, ~~including~~as ~~aesthetic~~summarized ~~medicine,~~in ~~regenerative~~Exhibit ~~medicine, and wellness solutions~~99.2 ~~The parties also plan to pursue joint operations that leverage cross-border clinical~~hereto, ~~operational,~~which ~~and~~is ~~commercial~~incorporated ~~synergies~~herein ~~between~~by ~~the United States and Asia~~reference.

~~Forward-Looking~~Item 9.01 Financial Statements and Exhibits.

~~This Current Report on Form 8-K contains forward-looking statements~~(d) Exhibits. 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.

Exhibit No.		Description
99.1		Press Release, dated March 27, 2026, entitled “SBC Medical Group Holdings Announces Fourth Quarter and Full Year 2025 Financial Results”
99.2		Investor Presentation, dated March 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~(d) Exhibits.~~SIGNATURES

ExhibitNo.		Description
99.1		Press Release, dated January 5, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

SIGNATURES

		SBC Medical Group Holdings Incorporated

Date:	March 27, 2026	By:	/s/ Yuya Yoshida
		Name:	Yuya Yoshida
		Title:	Chief Financial Officer and Chief Operating Officer

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 YoshidaTitle: Chief Financial Officer

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