ZUU Co. Ltd. - Sep 17, 2024 Form 4 Insider Report for SBC Medical Group Holdings Inc (SBC)

Role: 10%+ Owner
Signature: Zuu Co. Ltd. /s/ Kazumasa Tomita Name: Kazumasa Tomita Title: President
Stock symbol: SBC
Transactions as of: Sep 17, 2024
Transactions value $: $45,482
Form type: 4
Date filed: 9/19/2024, 08:21 PM
Previous filing: Aug 23, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SBC	Common Stock, par value $0.0001 per share	Other	$0	+1.5M	+105.6%	$0.00	2.93M	Sep 17, 2024	See footnote	F1, F2, F3
transaction	SBC	Common Stock, par value $0.0001 per share	Sale	$45.5K	+6.2K	+0.21%	$7.34	2.92M	Sep 19, 2024	See footnote	F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SBC	Warrants to purchase Common Stock	Other	$0	+1	+0%	$0.00	2.33M	Sep 17, 2024	Common Stock, par value $0.0001 per share	2.33M	$0.01	See footnote	F5, F8, F9, F10
holding	SBC	Warrants to purchase Common Stock						80.5K	Sep 17, 2024	Common Stock, par value $0.0001 per share	80.5K	$11.50	See footnote	F2, F3, F5, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

ZUU Co. Ltd. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	Subject to adjustment upon the occurrence of certain events.
F6	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.
F7	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.
F8	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.
F9	These warrants expire ten years after the completion of the issuer's initial business combination.
F10	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.