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): May 14, 2026~~CURRENT REPORT

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

~~(Exact~~Date of ~~name~~Report (Date of ~~Registrant~~earliest asevent ~~Specified~~reported): inMay ~~Its~~14, ~~Charter)~~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		92618
Irvine, California		(Zip Code)
(Address of Principal Executive Offices)

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

~~☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~Not 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 2 5.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2026, Mike Sayama, an independent director of SBC Medical Group Holdings Incorporated (the “Company”), ~~issued~~notified athe Company ~~press~~that ~~release~~he ~~announcing~~would ~~its~~not ~~results~~seek ~~for~~re-election at the ~~quarter~~Company’s ~~ended~~forthcoming ~~March 31,~~ 2026. ~~The~~Annual ~~press~~Meeting ~~release~~of isStockholders ~~attached~~(the as“2026 ~~Exhibit 99~~AGM”).~~1 and is incorporated herein by reference.~~

The Company’s ~~information~~board ~~furnished~~of ~~under~~directors ~~Item~~has ~~2.02,~~reduced ~~including~~the ~~Exhibit~~size ~~99.1,~~of ~~shall~~the ~~not~~board beof ~~deemed~~directors ~~“filed”~~to ~~for~~four ~~purposes~~members, effective as of ~~Section~~immediately 18prior to the opening of the ~~Securities~~polls ~~Exchange~~at ~~Act~~the 2026 AGM. The board of ~~1934,~~directors asis ~~amended~~engaged ~~(the~~in ~~“Exchange~~a ~~Act”),~~search orfor ~~otherwise~~a ~~subject~~fifth independent director to join the board ~~liabilities~~of ~~under~~directors ~~that~~subsequent ~~section~~to ~~and~~the ~~shall~~2026 ~~not~~AGM; beonce ~~deemed~~the board of directors has identified a suitable candidate to beserve ~~incorporated~~as byan ~~reference~~independent director, ~~into~~it ~~any~~intends ~~filing~~to ~~under~~increase the ~~Securities~~size ~~Act~~of board to five members and appoint the new independent director to the board and each of the ~~1933,~~nominating asand ~~amended~~corporate governance committee, orcompensation ~~the~~committee ~~Exchange~~and ~~Act~~audit committee, ~~except~~to serve as ~~otherwise~~a ~~expressly~~third ~~stated~~member of such committees in replacement of the positions held by ~~specific~~Mr. ~~reference~~Sayama inuntil ~~any~~the ~~such~~effective ~~filing~~date of his departure from the board of directors.

~~Item 7~~Mr.01 Sayama’s ~~Regulation~~decision FDto ~~Disclosure~~not pursue re-election was not due to any disagreement with the Company, its management, or the board of directors on any matter relating to the Company’s operations, policies or practices.

~~Additionally, on May 14, 2026, the~~ The Company ~~posted~~plans ~~an investor presentation~~ to ~~its~~file ~~website,~~with ~~entitled “1Q 2026 Investor Presentation,” which provides an overview of its business (https://ir.sbc-holdings.com/presentations/). From time to time,~~ the ~~Company uses its website (https://ir~~U.~~sbc-holdings~~S.~~com/)~~ ~~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 (the “SEC”), asa ~~soon~~definitive asproxy ~~reasonably~~statement ~~practicable~~(the ~~after~~“Proxy Statement”) ~~electronically~~in ~~filing~~connection ~~that material~~ with, ~~or furnishing it, to~~ the ~~SEC.~~2026 ~~The information that the Company posts on its website may be deemed material~~AGM. ~~Accordingly,~~Investors ~~investors~~and ~~should~~security ~~monitor~~holders ~~the~~are ~~Company’s~~urged ~~website, in addition~~ to ~~following~~read ~~its~~the ~~press~~Proxy ~~releases,~~Statement ~~filings~~carefully ~~with~~when it ~~the~~is ~~SEC,~~available and ~~public~~will ~~conference~~be ~~calls~~able ~~and~~to ~~webcasts.~~obtain ~~Investors~~free ~~may~~copies ~~opt~~of inthe toProxy ~~automatically~~Statement ~~receive email alerts~~ and other ~~information~~documents ~~about~~filed with the ~~Company~~SEC ~~when enrolling their email address~~ by ~~visiting~~ the ~~“Email~~Company ~~Alerts” section under~~ through the ~~“Resources” tab on its~~ website. ~~The~~maintained ~~Company~~by ~~does not incorporate~~ the ~~information~~SEC ~~contained~~at ~~on, or accessible through, its website or related social media channels into this Current Report on Form 8-K~~www.sec.gov.

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.Forward-Looking Statements

~~Item~~This Current 9Report on Form 8-K contains forward-looking statements.01 ~~Financial~~Forward-looking ~~Statements~~statements are not historical facts or statements of current conditions but instead represent only the Company’s beliefs regarding future events and ~~Exhibits~~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, updates to the composition of its board of directors. 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,” 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.

~~(d) Exhibits.~~SIGNATURES

ExhibitNo.		Description
99.1		Press Release, dated May 14, 2026, entitled “SBC Medical Group Holdings Announces First Quarter 2026 Financial Results”
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:	May 20, 2026	By:	/s/ Yuya Yoshida
		Name: Title:	Yuya Yoshida 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:	May 14, 2026	By:	/s/ Yuya Yoshida
		Name:Title:	Yuya YoshidaChief Financial Officer and Chief Operating Officer

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