SBC Medical Group Holdings Inc

B usiness. Unless the context indicates otherwise, any references herein to the Company , we , us and our refer to (i) SBC Medical Group, Inc. (formerly known as SBC Medical Group Holdings Incorporated), a Delaware corporation ( Legacy SBC ), and its consolidated subsidiaries and variable interest entity ( VIE ), prior to the consummation of the Business Combination and to (ii) SBC Medical Group Holdings Incorporated, the Combined Entity and its consolidated subsidiaries and VIE following the Business Combination, and reference herein to Pono refers to Pono Capital Two, Inc., the predecessor company prior to the consummation of the Business Combination. Company Overview History We were originally incorporated in Delaware on March 11, 2022 under the name Pono Capital Two, Inc., referred to herein as Pono, as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On August 9, 2022, Pono consummated its IPO of 11,500,000 units (the Units and, with respect to the Class A common stock included in the Units being offered, the Public Shares and with respect to the warrants included in the Units, the Public Warrants ) (the Pono IPO ). Simultaneously with the consummation of the closing of the Pono IPO, Pono consummated the private placement of an aggregate of 634,375 units (the Placement Units ) at a price of $10.00 per Placement Unit in a private placement to the Sponsor (the Private Placement ).