{"url_path":"/sec/sbc/proxy/2026-05-15/000149315226023949","section_key":"body","section_title":"PRE 14A body","topic":"sec","document":{"doc_type":"PRE 14A","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1930313/0001493152-26-023949-index.html","accession_number":"0001493152-26-023949","cik":"0001930313","ticker":"SBC","issuer_name":"SBC Medical Group Holdings Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1930313/0001493152-26-023949-index.html","primary_entity_key":"0001930313","primary_entity_name":"SBC Medical Group Holdings Inc"},"word_count":37235,"has_tables":true,"body_markdown":"false\n0001930313\nPRE 14A\n\n0001930313\n\n2025-01-01\n2025-12-31\n\niso4217:USD\n\nxbrli:shares\n\niso4217:USD\n\nxbrli:shares\n\nxbrli:pure\n\n \n\n \n\n \n\nUNITED\nSTATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWASHINGTON, D.C. 20549\n\n \n\nSCHEDULE\n14A\n\n \n\nProxy\nStatement Pursuant to Section 14(a) of the Securities Exchange Act of 1934\n\n(Amendment No. )\n\n \n\nFiled\nby the Registrant ☒\n\n \n\nFiled\nby a Party other than the Registrant ☐\n\n \n\nCheck\nthe appropriate box:\n\n \n\n☒Preliminary\nProxy Statement\n\n☐**Confidential,\nfor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n☐Definitive\nProxy Statement\n\n☐Definitive\nAdditional Materials\n\n☐Soliciting\nMaterial under §240.14a-12\n\n \n\nSBC\nMedical Group Holdings Incorporated\n\n(Name\nof Registrant as Specified in Its Charter)\n\n \n\n \n\n \n\n(Name\nof Person(s) Filing Proxy Statement, if other than the Registrant)\n\n \n\nPayment\nof Filing Fee (Check all boxes that apply):\n\n \n\n☒No\nfee required\n\n☐Fee\npaid previously with preliminary materials\n\n☐Fee\ncomputed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and\n0-11\n\n** **\n\n****\n\n \n\n** **\n\n \n\n \n\n \n\nPRELIMINARY\nPROXY STATEMENT SUBJECT TO COMPLETION, DATED MAY 15, 2026\n\n \n\nSBC\nMedical Group Holdings Incorporated\n\n200 Spectrum Center Drive, Suite 300\n\nIrvine, CA 92618\n\n \n\n**,\n2026**\n\n \n\nTo\nOur Stockholders:\n\n \n\nOn\nbehalf of the Board of Directors, you are cordially invited to attend the 2026 annual meeting of stockholders of SBC Medical Group Holdings\nIncorporated to be held at 9:00 a.m. Japan Standard Time on July 9, 2026 (8:00 p.m. Eastern Time on Wednesday, July 8, 2026).\n\n \n\n**We\nhave decided to hold this year’s annual meeting virtually via live webcast on the internet. We believe hosting a virtual annual\nmeeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and\nour ability to communicate effectively with our stockholders, and reduces the cost and environmental impact of our annual meeting. You\nwill be able to attend the annual meeting, and proxy holders and stockholders of record will be able to vote and submit questions during\nthe annual meeting by visiting www.virtualshareholdermeeting.com/SBC2026. You will not be able to attend the annual meeting in person.**\n\n \n\nDetails\nregarding the meeting, the business to be conducted at the meeting, and information about SBC Medical Group Holdings Incorporated that\nyou should consider when you vote your shares are described in the accompanying proxy statement.\n\n \n\nAt\nthe annual meeting, four (4) persons will be elected to our board of directors. In addition, we will ask stockholders to ratify the appointment\nof MaloneBailey, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 and to approve\nproposals to amend and restate our Fifth Amended and Restated Certificate of Incorporation (the “Current Charter”). The board\nof directors recommends that you vote FOR all nominees for director, FOR the ratification of the appointment of MaloneBailey, LLP as\nour independent registered public accounting firm for our fiscal year ending December 31, 2026 and FOR each proposal providing for the\namendment and restatement of our Current Charter. Such other business will be transacted as may properly come before the annual meeting.\n\n \n\nAs\npermitted by the rules of the Securities and Exchange Commission, we are also pleased to be furnishing our proxy materials to stockholders\nprimarily over the internet. We believe this process expedites stockholders’ receipt of the materials, lowers the costs of the\nannual meeting and conserves natural resources. We sent a Notice of Internet Availability of Proxy Materials on or about              , 2026, to our\nstockholders of record at the close of business (Eastern Time) on May 20, 2026. The notice contains instructions on how to access our\nProxy Statement and 2025 Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead\nof downloading a printable version from the internet, please follow the instructions for requesting such materials included in the notice.\n\n \n\nWhether\nyou plan to attend the annual meeting or not, it is important that you cast your vote either in person or by proxy. You may submit a\nproxy to vote your shares over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you\nare urged to submit a proxy to vote your shares in accordance with the instructions set forth in the proxy statement. We encourage you\nto vote your shares by submitting a proxy in advance of the annual meeting so that your shares will be represented and voted at the meeting,\nwhether or not you can attend.\n\n \n\nThank\nyou for your continued support of SBC Medical Group Holdings Incorporated.\n\n \n\n \nSincerely,\n\n \n \n\n \nTaiki\nSakaguchi\n\n \nCorporate\nSecretary\n\n \n\ni\n\n \n\n \n\nSBC\nMedical Group Holdings Incorporated\n\n200 Spectrum Center Drive, Suite 300\n\nIrvine, CA 92618\n\n \n\n**,\n2026**\n\n \n\nNOTICE\nOF 2026 ANNUAL MEETING OF STOCKHOLDERS\n\n \n\nDATE/TIME:\n9:00 a.m. Japan Standard Time on July 9, 2026 / 8:00 p.m. Eastern Time on July 8, 2026\n\nPLACE:\nVirtual at www.virtualshareholdermeeting.com/SBC2026\n\n \n\nYou\nwill need to have your control number shown on your Notice of Internet Availability of Proxy Materials or on your proxy card (or voting\ninstruction form) if you elected to receive proxy materials by mail or your e-delivery notice.\n\n \n\nPURPOSES:\n\n \n\n1.To\nelect (4) directors to serve one (1)-year terms expiring in 2027;\n\n   \n\n2.To\nratify the appointment of MaloneBailey, LLP as our independent registered public accounting\nfirm for the fiscal year ending December 31, 2026;\n\n   \n\n3.To\napprove a proposal to adopt an amendment to our Current Charter to eliminate the provision\nspecifying that directors are elected by a plurality of the votes cast by stockholders;\n\n   \n\n4.To\napprove a proposal to adopt an amendment to our Current Charter to eliminate the provision\nstating that directors may be removed only for cause;\n\n   \n\n5.To\napprove a proposal to adopt an amendment to our Current Charter to opt out of Section 203\nof the Delaware General Corporation Law;\n\n   \n\n 6.\nTo\napprove a proposal to adopt an amendment to our Current Charter to provide for the exculpation\nof officers;\n\n   \n\n7.To\napprove a proposal to adopt other technical amendments to our Current Charter; and\n\n   \n\n8.To\ntransact such other business that is properly presented at the annual meeting and any adjournments\nor postponements thereof.\n\n \n\nWHO\nMAY VOTE:\n\n \n\nYou\nmay vote if you were the record owner of SBC Medical Group Holdings, Inc. common stock at the close of business on May 20, 2026.\n\n \n\nAll\nstockholders are cordially invited to attend the annual meeting. **Whether you plan to attend the annual meeting or not, we urge you\nto submit your proxy by the Internet, telephone or mail in order to ensure that your shares are counted to establish the presence of\na quorum of stockholders.**You may change or revoke your proxy at any time before it is voted at the annual meeting.\n\n \n\n \nBY\nORDER OF THE BOARD OF DIRECTORS\n\n \n \n\n \n \n\n \nTaiki\nSakaguchi\n\n \nCorporate\nSecretary\n\n \n\nii\n\n \n\n \n\nTABLE\nOF CONTENTS****\n\n** **\n\n \n**Page**\n\n[A Message from our Corporate Secretary](#AS_001)\n \n\n \n \n\n[Notice of 2026 Annual Meeting of Stockholders](#sd_001)\nii\n\n \n \n\n[Management](#sd_002)\n9\n\n \n \n\n[Executive Compensation](#sd_003)\n16\n\n \n \n\n[Security Ownership of Certain Beneficial Owners and Management](#sd_004)\n22\n\n \n \n\n[Certain Relationships and Related Person Transactions](#sd_005)\n23\n\n \n \n\n[Report of Audit Committee](#vv_001)\n36\n\n \n \n\n[Proposal No. 1–Election of Directors](#vv_002)\n37\n\n \n \n\n[Proposal No. 2–Ratification of Appointment of Independent Registered Public Accounting Firm](#vv_003)\n38\n\n \n \n\n[Proposal\nNo. 3–Amendment to Our Current Charter to eliminate the provision specifying that directors are elected by a plurality of\nthe votes cast by stockholders](#vv_004)\n40\n\n \n \n\n[Proposal\nNo. 4–Amendment to Our Current Charter to Remove the provision stating that directors may be removed only for cause](#vv_005)\n41\n\n \n \n\n[Proposal No. 5–Amendment to Our Current Charter to Opt Out of Section 203 of the DGCL](#vv_006)\n42\n\n \n \n\n[Proposal No. 6–Amendment to Our Current Charter to Provide for Exculpation of Officers](#aFF_001)\n****\n43\n\n \n \n\n[Proposal\nNo. 7–Amendment to Our Current Charter to Make other Technical Changes](#vv_007)\n44\n\n \n \n\n[Stockholder Proposals and Nominations for Director](#vv_008)\n46\n\n \n \n\n[Other Matters](#vv_009)\n46\n\n \n \n\n[Annex A Form of Proxy Card](#vbb_001)\nA-1\n\n \n \n\n[Annex B Amended and Restated Charter (redline)](#vbb_002)\nB-1\n\n \n\niii\n\n \n\n \n\nPRELIMINARY\nPROXY STATEMENT - SUBJECT TO COMPLETION, DATED MAY 15, 2026\n\n \n\nSBC\nMedical Group Holdings Incorporated\n\n200 Spectrum Center Drive, Suite 300\n\nIrvine, CA 92618\n\n \n\nPROXY\nSTATEMENT FOR SBC MEDICAL GROUP HOLDINGS, INC.\n\n2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 9, 2026 (JST)/July 8, 2026 (ET)\n\n \n\nThis\nproxy statement, along with the accompanying notice of 2026 annual meeting of stockholders, contains information about the 2026 annual\nmeeting of stockholders of SBC Medical Group Holdings, Inc., including any adjournments or postponements of the annual meeting. We are\nholding the annual meeting at 9:00 a.m. Japan Standard Time on Thursday, July 9, 2026 (8:00 p.m. Eastern Time on Wednesday, July 8, 2026),\nvirtually at www.virtualshareholdermeeting.com/SBC2026.\n\n \n\nIn\nthis proxy statement, we may refer to SBC Medical Group Holdings Incorporated as “SBC Medical,” the “Company,”\n“we” and “us.”\n\n \n\nThis\nproxy statement relates to the solicitation of proxies by our board of directors for use at the annual meeting.\n\n \n\nExplanatory\nNote\n\n \n\nWe\nwere originally incorporated in Delaware on March 11, 2022 under the name “Pono Capital Two, Inc.,” referred to herein as\n“Pono,” as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset\nacquisition, stock purchase, reorganization or similar business combination with one or more businesses.\n\n \n\nOn\nAugust 9, 2022, Pono consummated its IPO of 11,500,000 units (the “Units” and, with respect to the Class A common stock included\nin the Units being offered, the “Public Shares” and with respect to the warrants included in the Units, the “Public\nWarrants”) (the “Pono IPO”).\n\n \n\nSimultaneously\nwith the consummation of the closing of the Pono IPO, Pono consummated the private placement of an aggregate of 634,375 units (the “Placement\nUnits”) at a price of $10.00 per Placement Unit in a private placement to the Sponsor (the “Private Placement”).\n\n \n\nOn\nJanuary 31, 2023, Pono entered into an Agreement and Plan of Merger (as subsequently amended from time to time, the “Merger Agreement”)\nwith Pono Two Merger Sub, Inc., a Delaware corporation and then a wholly-owned subsidiary of Pono (“Merger Sub”), SBC Medical\nGroup, Inc., then named SBC Medical Group Holdings Incorporated, a Delaware corporation (“Legacy SBC”), Mehana Capital LLC,\na Delaware limited liability company (“Sponsor”) in its capacity as the representative of the stockholders of Pono, and Dr.\nYoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of Legacy SBC.\n\n \n\nOn\nSeptember 17, 2024, the closing (the “Closing”) of the merger (the “Merger”) and other transactions contemplated\nthereby (collectively, the “Business Combination”) took place and the Merger was consummated with Merger Sub merging with\nand into Legacy SBC with Legacy SBC surviving the Merger as a wholly-owned subsidiary of Pono, and Pono then changed its name to SBC\nMedical Group Holdings Incorporated and on September 17, 2024, Legacy SBC changed its name to SBC Medical Group, Inc.\n\n \n\nEffective\nSeptember 17, 2024, Pono’s units ceased trading, and effective September 18, 2024, SBC’s common stock began trading on the\nNasdaq Global Market under the symbol “SBC” and the public warrants began trading on the Nasdaq Capital Market under the\nsymbol “SBCWW.”\n\n \n\nAs\na result of the Closing of the Merger and the Business Combination, the business of Legacy SBC became the business of the Company.\n\n** **\n\n**On\nor about May             , 2026, we intend to begin sending to our stockholders the proxy statement for our 2026 annual meeting of stockholders\nand our 2025 annual report to stockholders.**\n\n \n\n1\n\n \n\n \n\nIMPORTANT\nNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JULY 8, 2026 (ET)/JULY 9, 2026\n(JST)\n\n \n\n**Our\nBoard of Directors is soliciting your proxy on behalf of the Company for the Annual Meeting, which will be held on JULY 8, 2026 (ET)/JULY\n9, 2026 (JST), or any adjournment or postponement thereof. Pursuant to rules promulgated by the Securities and Exchange Commission, we\nhave elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the internet, thereby\ncapturing cost and environmental benefits. On or about ,              2026, we will begin mailing a Notice of Internet Availability of Proxy Materials\nto stockholders informing them that this Notice of 2026 Annual Meeting of Stockholders, the accompanying proxy statement and our 2025\nAnnual Report on Form 10-K are available free of charge at www.proxyvote.com, a site that does not have “cookies” that identify\nvisitors to the site. On this website, you can also elect to receive future distributions of our proxy statements and annual reports\nto stockholders by electronic delivery. We also will begin sending a paper copy of the proxy materials to those stockholders of record\nwho have requested a paper copy. Brokers and other nominees who hold shares on behalf of beneficial owners may be sending their own similar\nnotices. The proxy materials will also be available on our investor relations website, https://ir.sbc-holdings.com/. Web links\nthroughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of\nthis Proxy Statement.**\n\n** **\n\n**Forward-Looking\nStatements**\n\n** **\n\nThis\nProxy Statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private\nSecurities Litigation Reform Act of 1995. Forward-looking statements are not historical facts or statements of current conditions, but\ninstead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our\ncontrol. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,”\n“expects,” “potential,” “continues,” “may,” “will,” “should,”\n“could,” “seeks,” “projects,” “predicts,” “intends,” “plans,”\n“estimates,” “budgets,” “forecasts,” “anticipates” or the negative version of these words\nor other comparable words. Such forward-looking statements are subject to various risks and uncertainties that could cause actual outcomes\nor results to differ materially from those indicated in these statements, including, among others, those described under “Part\nI, Item 1A. Risk Factors” and in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and\nResults of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”),\nfiled with the U.S. Securities and Exchange Commission (the “SEC”). These factors should not be construed as exhaustive and\nshould be read in conjunction with the other cautionary statements contained herein. All of these factors are difficult to predict, contain\nuncertainties that may materially affect actual results, and may be beyond our control. For further information on these and other risk\nfactors affecting us, as such factors may be amended and updated from time to time in our subsequent periodic filings with the SEC, please\nvisit the SEC’s website at www.sec.gov. Given the significant uncertainties inherent in the forward-looking statements included\nherein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions\ndescribed in such statements or our objectives and plans will be achieved. We caution readers not to place undue reliance upon any forward-looking\nstatements, which are current only as of the date of this Proxy Statement. We undertake no obligation to publicly update or review any\nforward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.\n\n \n\n2\n\n \n\n \n\nIMPORTANT\nINFORMATION ABOUT THE ANNUAL MEETING AND VOTING\n\n \n\nWhy\nis the Company Soliciting My Proxy?\n\n \n\nOur\nboard of directors is soliciting your proxy to vote at the 2026 annual meeting of stockholders to be held virtually, at 9:00 a.m. Japan\nStandard Time on Thursday, July 9, 2026 (8:00 p.m. Eastern Time on Wednesday, July 8, 2026), and any adjournments or postponements of\nthe meeting (the “annual meeting”). This proxy statement, along with the accompanying notice of 2026 annual meeting of stockholders,\nsummarizes the purposes of the meeting and the information you need to know to vote at the annual meeting.\n\n \n\nWe\nfirst sent a Notice of Internet Availability of Proxy Materials and made these proxy materials available to you via the internet on\nor about               , 2026 or, upon your request, have delivered printed versions of these proxy materials (“Proxy Materials”), to\nyou by mail in connection with the solicitation by the board of directors of proxies to be voted at our Annual Meeting. We have also\nutilized e-delivery of the Proxy Material as requested.\n\n \n\nThese\nproxy materials are being sent to holders of record of our common stock as of the close of business (ET) on May 20, 2026, which is the\nrecord date for determining stockholders entitled to receive notice of, and to vote at, the annual meeting.\n\n \n\nWhy\nAre You Holding a Virtual Annual Meeting?\n\n \n\nThis\nyear’s annual meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance, rather than\nconstrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with\nus during the annual meeting so they can ask questions of our board of directors or management, as time permits.\n\n \n\nHow\nDo I Access the Virtual Annual Meeting?\n\n \n\nThe\nlive webcast of the annual meeting will begin promptly at 9:00 a.m. JST / 8:00 p.m. ET. Online access to the audio webcast will open\n15 minutes prior to the start of the annual meeting to allow time for you to log-in and test your device’s audio system. The virtual\nmeeting platform is fully supported across browsers (Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones)\nrunning the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection\nwherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure\nthat they can hear audio prior to the start of the Annual Meeting. Please note that the technical phone numbers are not for retrieving\nlost or misplaced control numbers.\n\n \n\nTo\nbe admitted to the virtual annual meeting, you will need to log-in at www.virtualshareholdermeeting.com/SBC2026 using the required 16-digit\ncontrol number found on the proxy card or voting instruction card, or as otherwise provided, to stockholders entitled to vote at the\nannual meeting.\n\n \n\nWill\nI be Able to Ask Questions and Have These Questions Answered During the Virtual Annual Meeting?\n\n \n\nStockholders\nmay submit questions for the annual meeting during the meeting after logging in. If you wish to submit a question, you may do\nso by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/SBC2026, typing your question into the ‘‘Ask\na Question” field, and clicking ‘‘Submit.”\n\n \n\nAppropriate\nquestions related to the business of the annual meeting (the proposals being voted on) will be answered during the annual meeting, subject\nto time constraints. Any such questions that cannot be answered during the annual meeting due to time constraints will be posted and\nanswered at https://ir.sbc-holdings.com/ as soon as practical after the annual meeting. Additional information regarding the ability\nof stockholders to ask questions during the annual meeting, related to rules of conduct and other materials for the annual meeting will\nbe available at www.virtualshareholdermeeting.com/SBC2026.\n\n \n\n3\n\n \n\n** **\n\nWhat\nHappens if There Are Technical Difficulties during the Annual Meeting?\n\n \n\nBeginning\n15 minutes prior to, and during, the annual meeting, we will have technicians ready to assist you with any technical difficulties you\nmay have accessing the virtual annual meeting, voting at the annual meeting or submitting questions at the annual meeting. If you encounter\nany difficulties accessing the virtual annual meeting during the check-in or meeting time, please call the number that will be posted\nat www.virtualshareholdermeeting.com/SBC2026.\n\n \n\nWho\nMay Vote?\n\n \n\nOnly\nstockholders of record at the close of business on May 20, 2026 will be entitled to vote at the annual meeting. On this record date,\nthere were [●] shares of our common stock outstanding (deducting 270,000 shares held by a wholly-owned subsidiary of the Company)\nand entitled to vote. Our common stock is our only class of voting stock issued and outstanding as of the close of business of the record\ndate.\n\n \n\nIf\nat the close of business (ET) on May 20, 2026, your shares of our common stock were registered directly in your name with our transfer\nagent, Continental Stock Transfer & Trust Company, then you are a stockholder of record.\n\n \n\nIf\nat the close of business (ET) on May 20, 2026, your shares were held of record not in your name but rather in an account at a brokerage\nfirm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and our\nproxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder\nof record for purposes of voting your shares at the annual meeting. As a beneficial owner, you have the right to direct your broker or\nother agent regarding how to vote the shares in your account. You are also invited to attend the annual meeting. However, since you are\nnot the stockholder of record, you should contact your broker or other agent if you wish to vote your shares at the annual meeting.\n\n \n\nYou\ndo not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the annual meeting\nand not revoked prior to the annual meeting, will be voted at the annual meeting in accordance with the instructions given. For instructions\non how to change the instructions on your proxy or revoke your proxy, see *“May I Change or Revoke My Proxy?”* below.\n\n \n\nHow\nMany Votes Do I Have?\n\n \n\nEach\nshare of our common stock that you own as of the record date entitles you to one vote on the election of directors and each other matter\nsubmitted to a vote of stockholders at the meeting. There is no cumulative voting.\n\n \n\nHow\nDo I Vote?\n\n \n\nWhether\nyou plan to attend the annual meeting or not, we urge you to submit a proxy to vote your shares. All shares represented by valid proxies\nthat we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy\ncard or as instructed via the Internet or telephone. You may specify whether your shares should be voted for or withheld with respect\nto each nominee for director, and whether your shares should be voted for, against or abstain with respect to the other proposals. If\nyou properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with our board of directors’\nrecommendations as noted below. Submitting a proxy to vote your shares will not affect your right to attend the annual meeting.\n\n \n\nIf\nyour shares are registered directly in your name through our stock transfer agent, Continental Stock Transfer & Trust Company, you\nmay vote:\n\n \n\n●**By\nInternet or by telephone.**Follow the instructions included in the proxy card to submit\na proxy to vote your shares over the Internet or by telephone.\n\n   \n\n●**By\nmail.**If you received a proxy card by mail, you can vote by mail by completing, signing,\ndating and returning the proxy card as instructed on the card. If you sign the proxy card\nbut do not specify how you want your shares voted, they will be voted in accordance with\nour board of directors’ recommendations as noted below.\n\n** **\n\n4\n\n \n\n** **\n\n**Telephone\nand Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 a.m. Eastern Time\non July 7, 2026.**\n\n \n\nIf\nyour shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions\nfrom the holder of record of your shares. You must follow the instructions of the holder of record in order for your shares to be represented\nand voted at the annual meeting. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks\nand brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the annual meeting, you\nshould contact your bank, broker or other holder of record for further instructions.\n\n \n\nHow\nDoes the Board of Directors Recommend that I Vote on the Proposals?\n\n \n\nOur\nboard of directors recommends that you vote as follows:\n\n \n\n●“**FOR**”\nthe election of the nominees for director;\n\n   \n\n●“**FOR**”\nthe ratification of the appointment of MaloneBailey, LLP as our independent registered public\naccounting firm for our fiscal year ending December 31, 2026;\n\n   \n\n●“**FOR**”\nthe approval of the proposal to adopt an amendment to our Current Charter to eliminate\nthe provision specifying that directors are elected by a plurality of the votes cast by stockholders;\n\n   \n\n●“**FOR**”\nthe approval of the proposal to adopt an amendment to our Current Charter to eliminate\nthe provision stating that directors may be removed only for cause;\n\n   \n\n●“**FOR**”\nthe approval of the proposal to adopt an amendment to our Current Charter to opt out of\nSection 203 of the Delaware General Corporation Law;\n\n   \n\n ●\n“**FOR**”\nthe approval of the proposal to adopt an amendment to our Current Charter to provide for exculpation\nof officers; and\n\n   \n\n●“**FOR**”\nthe approval to adopt other technical amendments to our Current Charter.\n\n \n\nIf\nany other matter is presented at the annual meeting, your proxy provides that your shares will be voted by the proxy holder listed in\nthe proxy in accordance with the proxy holder’s best judgment. At the time this proxy statement was first made available, we knew\nof no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.\n\n \n\nMay\nI Change or Revoke My Proxy?\n\n \n\nIf\nyou submit your proxy, you may change or revoke it at any time before the annual meeting. You may change or revoke your proxy in any\none of the following ways:\n\n \n\n●if\nyou received a proxy card, by signing a new proxy card with a date later than your previously\ndelivered proxy and submitting it as instructed above;\n\n   \n\n●by\nre-voting by Internet or by telephone as instructed above;\n\n   \n\n●by\nnotifying the Company’s Corporate Secretary in writing before the annual meeting\nthat you have revoked your proxy; or\n\n   \n\n●by\nattending the annual meeting and voting at the meeting. Attending the annual meeting will\nnot in and of itself revoke a previously submitted proxy. You must specifically request at\nthe annual meeting that a previously submitted proxy be revoked.\n\n \n\n5\n\n \n\n \n\nYour\nmost current vote, whether by telephone, Internet or proxy card is the one that will be counted.\n\n \n\nWhat\nif I Receive More Than One Proxy Card?\n\n \n\nYou\nmay receive more than one proxy card if you hold shares of our common stock in more than one account, which may be in registered form\nor held in street name. Please vote your shares in the manner described above under “How Do I Vote?” for each account to\nensure that all of your shares are voted.\n\n \n\nWill\nMy Shares be Voted if I Do Not Vote?\n\n \n\nIf\nyour shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote your shares as\ndescribed above under “How Do I Vote?” If your shares are held in street name and you do not provide voting instructions\nto the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares\nhas the authority to vote your shares only on the ratification of the appointment of our independent registered public accounting firm\n(Proposal 2 of this proxy statement) without receiving instructions from you. Therefore, we encourage you to provide voting instructions\nto your bank, broker or other nominee. This ensures your shares will be voted at the annual meeting in the manner you desire. A broker\nnon-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting\ninstructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion.\nAll proposals other than Proposal No. 2 (auditor ratification) are considered non-routine matters, and a broker will lack the authority\nto vote uninstructed shares at their discretion on such proposals. Proposal No. 2 is considered a routine matter, and a broker will be\npermitted to exercise its discretion to vote uninstructed shares on this proposal.\n\n \n\nWhat\nVote is Required to Approve Each Proposal and How are Votes Counted?\n\n \n\n**Proposal\n1: Election of Directors**\n \nThe\nnominees for director will be elected by a plurality of the votes cast by the stockholders present in person or represented by proxy\nat the meeting and entitled to vote thereon. The nominees receiving the most “For” votes will be elected as directors.\nYou may either: (i) vote FOR all nominees; (ii) vote FOR one of the nominees and WITHHOLD your vote from the other nominees; or (iii)\nWITHHOLD your vote from all nominees. Brokerage firms do not have authority to vote shares held by the firms in street name for the\nelection of the directors to the extent they have not received customers’ instructions as to how to vote such shares. As a\nresult, if a customer has not provided voting instructions to its broker on the election of directors, the shares will be treated\nas broker non-vote with respect to the election of directors. Such broker non-votes will have no effect on the results of the election\nof any nominee. Instructions to WITHOLD authority to vote on the election of any nominee will have no effect and will not be counted\ntowards the election of that nominee.\n\n \n \n \n\n**Proposal\n2: Ratification of Appointment of Independent Registered Public Accounting Firm**\n \nThe\naffirmative vote of a majority of the outstanding shares of common stock entitled to vote on this proposal is required to ratify\nthe appointment of our independent registered public accounting firm. Abstentions will be counted as a vote against this proposal.\nBecause brokerage firms have authority to vote shares held by the firms in street name on behalf of their customers on this proposal,\nwe do not expect there will be any broker non-votes; however, a broker may elect to not exercise this authority, which will have\nthe effect of a vote against this proposal. We are not required to obtain the approval of our stockholders to appoint our independent\nregistered public accounting firm. However, if our stockholders do not ratify the appointment of MaloneBailey, LLP as our independent\nregistered public accounting firm for 2026, the audit committee of our board of directors will reconsider its selection.\n\n \n\n6\n\n \n\n \n\n**Proposal\n3: Approval of an Amendment to the Company’s Current Charter to eliminate plurality voting requirement for the election of\ndirectors**\n \nThe\naffirmative vote of a majority of the outstanding shares of common stock entitled to vote on this proposal is required to\nadopt the amendment to our Current Charter to eliminate the provision specifying that directors are elected by a plurality of the\nvotes cast by our stockholders. Abstentions and broker non-votes will have the same effect as a vote against this proposal.\n\n \n \n \n\n**Proposal\n4: Approval of an Amendment to the Company’s Current Charter to eliminate the provision stating directors may be removed\nonly for cause**\n \nThe\naffirmative vote of a majority of the outstanding shares of common stock entitled to vote on this proposal is required to adopt the\namendment to our Current Charter to eliminate the provision stating that directors may be removed only for cause. Abstentions and\nbroker non-votes will have the same effect as a vote against this proposal.\n\n \n \n \n\n**Proposal\n5: Approval of an Amendment to the Company’s Current Charter which will opt out of Section 203 of the Delaware General\nCorporation Law**\n \nThe\naffirmative vote of a majority of the outstanding shares of common stock entitled to vote on this proposal is required to adopt the\namendment to our Current Charter, which will opt out of Section 203 of the Delaware General Corporation Law. Abstentions and broker\nnon-votes will have the same effect as a vote against this proposal.\n\n \n \n \n\n**Proposal 6: Approval of an\nAmendment to the Company’s Current Charter to provide for exculpation of officers**\n \nThe affirmative vote of a majority\nof the outstanding shares of common stock entitled to vote on this proposal is required to adopt the amendment to our Current Charter\nto provide for exculpation of officers. Abstentions and\nbroker non-votes will have the same effect as a vote against this proposal.\n\n \n \n \n\n**Proposal\n7: Approval of Other Technical Amendments to the Company’s Current Charter**\n \nThe\naffirmative vote of a majority of the outstanding shares of common stock entitled to vote on this proposal is required to adopt amendments\nto our Current Charter to make other technical changes to our Current Charter. Abstentions and broker non-votes will have\nthe same effect as a vote against this proposal.\n\n \n\nWhere\nCan I Find the Voting Results of the Annual Meeting?\n\n \n\nThe\npreliminary voting results will be announced at the annual meeting, and we will publish final results in a Current Report on Form 8-K\nwithin four business days of the annual meeting. If final results are unavailable at the time we file the Form 8-K, then we will file\nan amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.\n\n \n\nWhat\nAre the Costs of Soliciting these Proxies?\n\n \n\nWe\nwill pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax\nor email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other\ninstitutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies.\nWe will then reimburse them for their expenses.\n\n** **\n\n**How\nare proxy materials being delivered?**\n\n** **\n\nThe\nCompany is pleased to take advantage of SEC rules that allow companies to furnish their proxy materials over the Internet. As a result,\nthe Company is mailing to most of its shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead\nof a paper copy of this Proxy Statement and the Company’s 2025 Annual Report to Shareholders. The Notice contains instructions\non how to access those documents over the Internet. The Notice also contains instructions on how to request a paper copy of the Company’s\nproxy materials, including this Proxy Statement, the 2025 Annual Report and a form of proxy card or voting instruction card. All shareholders\nwho do not receive a Notice or otherwise elect for electronic delivery will receive a paper copy of the proxy materials by mail. Stockholders\nmay also opt for e-delivery of Proxy Materials. The Company believes this process will allow it to provide its shareholders with the\ninformation they need in a more efficient manner, while reducing the environmental impact and lowering the costs of printing and distributing\nthese proxy materials.\n\n \n\n7\n\n \n\n** **\n\nWhat\nConstitutes a Quorum for the Annual Meeting?\n\n \n\nThe\npresence, in person or by proxy, of the holders of a majority of the voting power of all outstanding shares of our common stock entitled\nto vote at the annual meeting is necessary to constitute a quorum at the annual meeting. Votes of stockholders of record who are present\nat the annual meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum\nexists.\n\n \n\nAttending\nthe Annual Meeting\n\n \n\nThis\nyear, our annual meeting will be held in a virtual meeting format only. To attend the virtual annual meeting, go to **www.virtualshareholdermeeting.com/SBC2026**shortly before the meeting time, and follow the instructions for downloading the Webcast. If you miss the annual meeting, you can\nview a replay of the Webcast at **www.virtualshareholdermeeting.com/SBC2026** for approximately one year after the annual meeting.\nYou need not attend the annual meeting in order to vote.\n\n \n\nHouseholding\n\n \n\nTo\nreduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding common stock but\nsharing the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain\nstockholders of record who have the same address and last name, and who do not participate in electronic delivery of proxy materials,\nwill receive only one copy of our Notice of Internet Availability and, as applicable, any additional proxy materials that are delivered\nuntil such time as one or more of these stockholders notifies us that they want to receive separate copies. Stockholders who participate\nin householding will continue to have access to and utilize separate proxy voting instructions.\n\n \n\nIf\nyou are a stockholder of record and would like to have separate copies of the Notice of Internet Availability or proxy materials mailed\nto you in the future, you must submit a request to opt out of householding in writing to Broadridge Financial Solutions, Inc., Householding\nDepartment, 51 Mercedes Way, Edgewood, New York 11717 or call Broadridge at 1-866-540-7095, and we will cease householding all such documents\nwithin 30 days. Stockholders of record may also contact us at this address or telephone number if you are receiving multiple copies of\nproxy materials or Notices of Internet Availability and would like to request delivery of a single copy of such materials. Additionally,\nfor registered holders, if, at any time, you no longer wish to participate in householding, upon written or oral request, we will promptly\ndeliver separate copies of the Proxy Materials to any stockholder at a shared address to which a single copy of the Proxy Materials was\ndelivered and who wishes to receive separate copies of the Proxy Materials. Stockholders receiving multiple copies of the Proxy Materials\nmay likewise request that we deliver single copies of such documents in the future. Stockholders may notify us of their requests by calling\nor writing us at: Corporate Secretary at: SBC Medical Group Holdings Incorporated, 200 Spectrum Center Drive, Suite 300, Irvine, CA\n92618 or Shinjuku Island Tower 3F 6-5-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo, Japan 163-1303.\n\n \n\nElectronic\nDelivery of Company Stockholder Communications\n\n \n\nMost\nstockholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the\nmail.\n\n \n\nYou\ncan choose this option and save us the cost of producing and mailing these documents by:\n\n \n\n●following\nthe instructions provided on your notice of internet availability; or\n\n   \n\n●going\nto **www.proxyvote.com******and following the instructions provided.\n\n \n\n8\n\n \n\n** **\n\nMANAGEMENT\n\n \n\nOur\nCurrent Charter provides that the business and affairs of the Company shall be managed by and under the direction of the Board.\n\n \n\nFollowing\nthe approval of the declassification of our board of directors at the 2025 annual meeting, all of our directors, serve one-year terms.\nEach of our directors is elected at each annual meeting of stockholders to serve for a one-year term and until his or her successor is\nduly elected and qualified, or until his or her earlier death, resignation, removal. Our board of directors currently consists of five\n(5) individuals. The directors serve until their respective successors are duly elected and qualified, or until their earlier death,\nresignation, retirement, disqualification or removal. The Company’s board of directors currently consists of Yoshiyuki Aikawa,\nYuya Yoshida, Ken Edahiro, Mike Sayama and Fumitoshi Fujiwara. With the exception of Mike Sayama, who notified the Company that he would\nnot seek re-election, the Board of Directors has nominated all of our current directors for re-election at the annual meeting. Our board\nhas reduced the size of the board of directors to four members, effective as of immediately prior to the opening of the polls at the\nannual meeting. The board of directors is engaged in a search for a fifth independent director. Once the board of directors has identified\na suitable candidate to serve as an independent director, it intends to increase the size of board to five members and appoint the new\nindependent director to the board and each of the nominating and corporate governance committee, compensation committee and audit committee.\n\n \n\nSet\nforth below are the names of our directors, their ages, their offices in the Company, if any, their principal occupations or employment\nfor at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons\nhold or have held directorships during the past five years as of April 30, 2026. Additionally, information about the specific experience,\nqualifications, attributes or skills that led to our board of directors’ conclusion that each person listed below should serve\nas a director is set forth below.\n\n \n\n**Name**\n \n**Age**\n \n**Position(s)\nwith the Company**\n\n \n \n \n \n \n\nYoshiyuki\nAikawa\n \n55\n \nDirector,\nChairman and Chief Executive Officer\n\n \n \n\n \n\nYuya\nYoshida\n \n47\n \nDirector,\nChief Financial Officer and Chief Operating Officer\n\n \n \n\n \n\nKen\nEdahiro\n \n44\n \nIndependent\nDirector\n\n \n \n\n \n\nMike\nSayama\n \n72\n \nIndependent\nDirector\n\n \n \n\n \n\nFumitoshi\nFujiwara\n \n60\n \nIndependent\nDirector\n\n \n\nOur\nboard of directors has reviewed the materiality of any relationship that each of our directors has with the Company, either directly\nor indirectly. Based upon this review, our Board has determined that the following members of our board of directors are “independent\ndirectors” as defined by The Nasdaq Stock Market: Ken Edahiro, Mike Sayama, and Fumitoshi Fujiwara; therefore, the majority of\nour Board consists of independent directors.\n\n \n\n**Yoshiyuki\nAikawa.**Dr. Aikawa has served as our Chief Executive Officer and Chairman of our Board of Directors since September 17, 2024,\nand in the same positions with SBC Medical Group, Inc. since January 20, 2023. Additionally, since September 2017, Dr. Aikawa has been\nthe Chief Executive Officer of SBC Medical Group Co., Ltd. (formerly known as Aikawa Medical Group Co., Ltd.), a Japanese company that\nprovides management services to clinics. Dr. Aikawa, stepped down from his position as Chief Executive Officer and Representative of\nSBC Medical Group Co., Ltd. on September 1, 2024, and remains as a director of SBC Medical Group Co., Ltd. In March 2000, Dr. Aikawa\nopened Shonan Beauty Clinic in Fujisawa, Japan, as a private clinic. Subsequently, he expanded his operations to include multiple cosmetic\nsurgery clinics, transforming the clinic into a corporation. From January 2016 to December 2019, Dr. Aikawa served as the chairman of\nthe MC. From 2014 to 2015, Dr. Aikawa was the president and a director of the Japanese Society of Aesthetic Plastic Surgery. Additionally,\nfrom 2008, he was associated with Harvard Medical School, PGA. Dr. Aikawa is also a member of the Japanese Society of Aesthetic Plastic\nSurgery, Japan Laser Therapy Association, Japan Liposuction Society, Chemical Peeling Society, Japanese Society of Anesthesiologists,\nand PostGraduate Assembly of Anesthesiology at Harvard Medical School. Dr. Aikawa holds a medical license from Nihon University Medical\nSchool, where he graduated in 1997. Dr. Aikawa does not hold, and has not previously held, any directorships in any reporting companies.\nWe believe that Dr. Aikawa’s extensive professional experience with MCs, including as a founder and a chairman, as well as his\nexperience as the chief executive officer of a company providing management services to clinics, and his experience as a doctor and in\nthe aesthetic plastic surgery field qualifies him to serve as a director on the Company’s board of directors.\n\n \n\n9\n\n \n\n** **\n\n**Yuya\nYoshida.**Mr. Yoshida has served as our Chief Operating Officer and member of our Board of Directors since September 17, 2024,\nand in the same positions with SBC Medical Group, Inc. since September 29, 2023, and was appointed as our Chief Financial Officer effective\nApril 1, 2025. Mr. Yoshida has also served as the Executive Vice President and the Chief Financial Officer of SBC Medical Group Co.,\nLtd. (Japan) since July 1, 2023. From January 2016 to June 2023, Mr. Yoshida worked in Corporate Development (Global Head and Director\nof Corporate Development in 2018) at Rakuten Group Co., Ltd. From 2003 to 2016, Mr. Yoshida worked in securities, principal M&A,\nand investment banking at Mitsubishi UFJ Financial Group. Mr. Yoshida has extensive knowledge in E -Commerce, logistics, settlement,\nfinance, mergers and acquisitions and divestiture transactions. Mr. Yoshida graduated with a Master of Law degree from Keio University\nin 2003. Mr. Yoshida also graduated with a Master of Business Administration degree from UCLA Anderson Business School in 2014. Mr. Yoshida\ndoes not hold, and has not previously held, any directorships in any reporting companies. We believe that Mr. Yoshida’s professional\nexperience working in corporate development as well as his extensive knowledge of E-Commerce, logistics, settlement, finance, mergers\nand acquisitions and divestiture transactions qualifies him to serve as a director on the Company’s board of directors.\n\n \n\n**Ken\nEdahiro.**Mr. Edahiro has served as a director of the Company since September 17, 2024. Mr. Edahiro has served as the Chief Strategy\nand Marketing Officer of BizReach, a Cloud service provider since November 2023, and has, additionally, served as General Manager of\nBizReach Business Division since February 2025. From January 2014 through May 2019, he served as the General Manager of King, a leading\ninteractive entertainment company. From August 2012 through December 2013, Mr. Edahiro served as the head of global strategy and marketing\nof gloops, a provider of computer games. From April 2004 through July 2012, he served as a Chief Account Executive at Dentsu, a provider\nof advertising services. In 2004, Mr. Edahiro received a degree from Hitotsubashi University. We believe that Mr. Edahiro’s experience\nas a chief strategy officer and extensive knowledge of marketing qualifies him to serve as a director on the Company’s board of\ndirectors.\n\n \n\n**Mike Sayama, Ph.D.** Dr.\nMike Sayama serves as an independent director of the Company since March 11, 2022 (including for time prior to the Business Combination).\nDr. Sayama was formerly the Executive Director of Community First since it was established in July 2016 until January 2021. As the founding\nexecutive director, he was responsible for operations, developing a strategic plan for an accountable health community in East Hawaii,\ncommunity relations, and fund raising. From January 2021 to June 2021 he served as the Director of Strategy to facilitate the transition\nto a new management team. From October 2013 to December 2018, Dr. Sayama served as a Vice President at Pono Health and was Director of\nLearning Health Homes, a project where he was responsible for managing the East Hawaii Independent Physicians Association and implementing\na data platform integrating health plan, hospital, and physician data. Dr. Sayama also facilitated the reorganization of EHI and development\nof its strategic direction. Community First, a 501(c)3 non-profit, which serves as a neutral forum for healthcare stakeholders in East\nHawaii, grew out of the Learning Health Homes Initiative. From August 1997 to October 2013, Dr. Sayama served as a Vice President of\nthe Hawaii Medical Service Association, first in Health Benefits Management and then in Customer Relations. In the first position, he\nstreamlined preauthorization and appeal processes, including the elimination of preauthorization for inpatient admissions without increase\nin inpatient utilization. In his second position he established call centers in Hilo which stabilized the call center work force and\nimproved the timeliness and accuracy of customer service. From April 2001 to April 2005, Dr. Sayama was a director on the board\nof City Bank, and from April 2005 to April 2009, was a director on the boards of Central Pacific Bank and Central Pacific\nFinancial Corporation. Regarding education: In May 1975, he received his Bachelor of Arts degree in Psychology from Yale University,\nand in August 1979, his Master of Arts degree in Clinical Psychology from University of Michigan. In August 1982, Dr. Sayama received\nhis Ph.D. degree in Clinical Psychology from University of Michigan. He is the author of several books on psychotherapy and Zen Buddhism.\nHis community service includes having been a Director on the Bay Clinic Board (the Federally Qualified Health Center in East Hawaii)\nand currently serving as the Abbot of Chozen-ji, International Zen Dojo. Mr. Sayama brings broad knowledge of the healthcare technology\nindustry, as well as prior experience serving as a founding executive director, which makes him a valuable member of our board of directors.\n\n \n\n10\n\n \n\n** **\n\n**Fumitoshi\nFujiwara.**Mr. Fujiwara has served as a director of the Company since September 17, 2024. Mr. Fujiwara has served as an executive\nofficer to Medirom Healthcare Technologies Inc. (NASDAQ: MRM) since March 2017. In addition, since 2023, he has served as managing partner\nand chief executive officer of Linden Capital Partners LLC. Furthermore, since November 2009, Mr. Fujiwara has served as a director,\nmanaging partner and chief executive officer to Eaglestone Capital Management Inc. From 2001 to 2009, he served as a director, managing\npartner and chief executive officer of AC Capital Inc. From 2000 to 2001, Mr. Fujiwara served as a director, managing partner and chief\ninvestment officer to Spiral & Star Co., Ltd. From 1993 to 2000, he served as the chief executive officer and chief financial officer\nto KOEI Tecmo Holdings Co., Ltd. From 1989 to 1993, Mr. Fujiwara served as a manager to Shuwa Corporation. He graduated from Meiji Gakuin\nUniversity, Faculty of Law in 1989. Mr. Fujiwara does not hold, and has not held, any directorships in any reporting companies. We believe\nthat Mr. Fujiwara’s experience as a chief financial officer of a Nasdaq listed company and extensive knowledge of financial and\naccounting issues qualifies him to serve as a director on the Company’s board of directors.\n\n \n\n**Executive\nOfficers**\n\n \n\nIn\naddition to Dr. Aikawa and Mr. Yoshida, whose biographical information is set forth above, Ms. Miki (Shimizu) Yamazaki serves as an executive\nofficer of the Company.\n\n \n\n**Miki\n(Shimizu) Yamazaki**, age 40, has served as our Chief Strategy Officer since April 10, 2025. Previously, she spent 16 years at\nGoldman Sachs Japan (2008-2024) within their Investment Banking Division. From 2016 onward, she served as Vice President of the Advisory\nGroup, specializing in M&A and capital transactions, including cross-border acquisitions, IPOs, and anti-activist advisory services.\nAdditionally, she serves as President and Representative Director of Ai-Med Inc. since February 2026. She graduated from Keio University\nwith a Bachelor’s degree in 2008.\n\n \n\n**Board\nLeadership Structure and Role in Risk Oversight**\n\n \n\nThe\nBoard believes that its leadership structure currently serves the best interests of our shareholders, partners, customers, and other\nstakeholders because of Dr. Aikawa’s deep expertise in the Company’s business.\n\n \n\nOne\nof the Board’s key functions is informed oversight of our risk management process. In particular, our Board is responsible for\nmonitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company.\nThe Board does not have a standing risk management committee but rather administers this oversight function directly through the Board\nas a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight.\nOur Board and its committees consider specific risk topics, including risks associated with our strategic plan, business operations,\ncapital structure, information technology, data privacy and cyber security. It is the responsibility of the committee chairs to report\nfindings regarding material risk exposures to the Board as quickly as possible.\n\n \n\nOur\nAudit Committee has the responsibility to consider and discuss with management and the auditors, as appropriate, our guidelines and policies\nwith respect to financial risk management and financial risk assessment, including the Company’s major financial risk exposures\nand the steps taken by management to monitor and control these exposures. In addition, the Audit Committee reviews and discusses with\nmanagement and the auditors, as appropriate, the Company’s guidelines and policies with respect to financial risk management and\nfinancial risk assessment, including the Company’s major litigation and risk exposures and the steps taken by management to monitor\nand control these exposures. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has\nthe potential to encourage excessive risk-taking, including risks related to our practices and policies of employee compensation as they\nrelate to risk management and risk-taking incentives, to determine whether such compensation policies and practices are reasonably likely\nto have a material adverse effect on us, including whether our incentive compensation plans encourage excessive or inappropriate risk\ntaking. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including\nproxy advisory firm policies and recommendations. The Nominating and Corporate Governance Committee also oversees and reviews with management\nour major legal compliance risk exposures and the steps management has taken to monitor or mitigate such exposures, including our procedures\nand any related policies with respect to risk assessment and risk management.\n\n \n\n11\n\n \n\n \n\nIn\nconnection with our reviews of the operations and corporate functions of our company, our Board addresses the primary risks associated\nwith those operations and corporate functions. In addition, our Board reviews the risks associated with our company’s business\nstrategies periodically throughout the year as part of its consideration of undertaking any such business strategies. While the Board\nand its committees oversee risk management strategy, management is responsible for implementing and supervising day-to-day risk management\nprocesses and reporting to the Board and its committees on such matters.\n\n \n\n**Director\nIndependence**\n\n \n\nOur\nBoard of Directors has reviewed the composition of our Board of Directors and its committees and the independence of each director. Based\nupon information requested from and provided by each director concerning his background, employment and affiliations, including family\nrelationships, our Board of Directors has determined that each of our directors, with the exception of Dr. Aikawa and Mr. Yoshida, is\nan “independent director” as defined under Rule 5606(a)(2) of the Nasdaq Listing Rules. Our Board of Directors determined\nthat each of Ken Edahiro, Mike Sayama, and Fumitoshi Fujiwara satisfy the applicable independence standards established by the SEC and\nthe Nasdaq Listing Rules. In making such determinations, our Board of Directors considered the relationships that each non-employee director\nhas with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining independence.\n\n** **\n\n**Stockholder\nCommunications to our Board of Directors**\n\n \n\nStockholders\nwho have questions or concerns regarding our business should contact our Investor Relations team at ir@ir.sbc-holdings.com. Communications\nwill be distributed to our board of directors, or to any individual director or directors as appropriate, depending on the facts and\ncircumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of our board of directors may\nbe excluded, such as:\n\n \n\n●\njunk\nmail and mass mailings;\n\n●\nresumes\nand other forms of job inquiries;\n\n●\nsurveys;\nand\n\n●\nsolicitations\nor advertisements.\n\n \n\nIn\naddition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, in which case it will be made available\nto any outside director upon request.\n\n \n\n**Meeting\nAttendance**\n\n \n\nDuring\nthe fiscal year ended December 31, 2025**,**there were five (5) meetings of our board of directors. No director attended fewer than\n75% of the total number of meetings of our board of directors and of committees of our board of directors on which he served during fiscal\n2025. Members of our board of directors are encouraged to attend the annual meetings of our stockholders. All of our directors attended\nour last annual stockholders meeting, which was held on June 13, 2025.\n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nThe\nCompany’s board of directors has the authority to appoint committees to perform certain management and administration functions.\nThe Company’s board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance\ncommittee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their\nresignation or until otherwise determined by the board of directors. The charters for each of these committees are available on the Company’s\nwebsite at *https://ir.sbc-holdings.com/* under “Corporate Governance—Board Committees*.*”\n\n \n\n12\n\n \n\n** **\n\n**Audit\nCommittee**\n\n \n\nThe\naudit committee of the board of directors of the Company consists of Messrs. Ken Edahiro, Mike Sayama, and Fumitoshi Fujiwara. The Company’s\nboard of directors has determined each member of this committee is independent under the Nasdaq listing standards and Rule 10A-3(b)(1)\nunder the Exchange Act. Our audit committee met five (5) times during fiscal 2025. The chairperson of the audit committee is Mr. Fujiwara.\nMr. Fujiwara also qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation\nS-K and possesses financial sophistication, as defined under the rules of Nasdaq.\n\n \n\nThe\nprimary purpose of the audit committee is to discharge the responsibilities of the board of directors with respect to our accounting,\nfinancial, and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities\nof our audit committee include:\n\n \n\n \n●\nselecting\na qualified firm to serve as the independent registered public accounting firm to audit the Company’s financial statements;\n\n \n \n \n\n \n●\nhelping\nto ensure the independence and performance of the independent registered public accounting firm;\n\n \n \n \n\n \n●\ndiscussing\nthe scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the\nindependent accountants, our interim and year-end operating results;\n\n \n \n \n\n \n●\ndeveloping\nprocedures for employees to submit concerns anonymously about questionable accounting or audit matters;\n\n \n \n \n\n \n●\nreviewing\npolicies on risk assessment and risk management;\n\n \n \n \n\n \n●\nrelated\nparty transactions;\n\n \n \n \n\n \n●\nobtaining\nand reviewing a report by the independent registered public accounting firm at least annually, that describes the Company’s\ninternal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when\nrequired by applicable law; and\n\n \n \n \n\n \n●\napproving\n(or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public\naccounting firm.\n\n \n\n**Compensation\nCommittee**\n\n \n\nThe\ncompensation committee consists of Messrs. Ken Edahiro, Mike Sayama, and Fumitoshi Fujiwara. The Company’s board of directors has\ndetermined each member of this committee is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange\nAct. The chairperson of the compensation committee is Fumitoshi Fujiwara. The primary purpose of the compensation committee is to discharge\nthe responsibilities of the board of directors to oversee its compensation policies, plans and programs and to review and determine the\ncompensation to be paid to its executive officers, directors and other senior management, as appropriate. Our compensation committee\nmet five (5) times during fiscal 2025.\n\n \n\nSpecific\nresponsibilities of the compensation committee include:\n\n \n\n \n●\nreviewing\nand approving on an annual basis the corporate goals and objectives relevant to the Company’s Chief Executive Officer’s\ncompensation, evaluating the Company’s Chief Executive Officer’s performance in light of such goals and objectives and\ndetermining and approving the remuneration (if any) of the Company’s Chief Executive Officer based on such evaluation. These\ndecisions will be made without the Chief Executive Officer present;\n\n \n \n \n\n \n●\nreviewing\nand approving the compensation of the Company’s other executive officers;\n\n \n \n \n\n \n●\nreviewing\nand recommending to the Company’s board of directors the compensation of the Company’s directors;\n\n \n\n13\n\n \n\n \n\n \n●\nreviewing\nthe Company’s executive compensation policies and plans;\n\n \n \n \n\n \n●\nreviewing\nand approving, or recommending that the Company’s board of directors approve, incentive compensation and equity plans, severance\nagreements, change-of-control protections and any other compensatory arrangements for the Company’s executive officers and\nother senior management, as appropriate;\n\n \n \n \n\n \n●\nadministering\nthe Company’s incentive compensation equity-based incentive plans;\n\n \n \n \n\n \n●\nselecting\nindependent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s\ncompensation advisors;\n\n \n \n \n\n \n●\nassisting\nmanagement in complying with the Company’s proxy statement and annual report disclosure requirements;\n\n \n \n \n\n \n●\nif\nrequired, producing a report on executive compensation to be included in the Company’s annual proxy statement;\n\n \n \n \n\n \n●\nreviewing\nand establishing general policies relating to compensation and benefits of the Company’s employees; and\n\n \n \n \n\n \n●\nreviewing\nthe Company’s overall compensation philosophy.\n\n \n\n**Nominating\nand Corporate Governance Committee**\n\n \n\nThe\nnominating and corporate governance committee of the Company’s board of directors consists of Messrs. Ken Edahiro, Mike Sayama,\nand Fumitoshi Fujiwara. The Company’s board of directors has determined that each member of this committee is independent under\nNasdaq listing standards. The chairperson of the nominating and corporate governance committee is Mr. Fumitoshi Fujiwara.\n\n \n\nSpecific\nresponsibilities of the nominating and corporate governance committee include:\n\n \n\n \n●\nidentifying,\nevaluating and selecting, or recommending that the Company’s board of directors approve, nominees for election to the Company’s\nboard of directors;\n\n \n \n \n\n \n●\nevaluating\nthe performance of the Company’s board of directors and of individual directors;\n\n \n \n \n\n \n●\nreviewing\ndevelopments in corporate governance practices;\n\n \n \n \n\n \n●\nevaluating\nthe adequacy of the Company’s corporate governance practices and reporting;\n\n \n \n \n\n \n●\nreviewing\nmanagement succession plans; and\n\n \n \n \n\n \n●\ndeveloping\nand making recommendations to the Company’s board of directors regarding corporate governance guidelines and matters.\n\n \n\nOur\nnominating committee will consider candidates recommended by stockholders as well as from other sources such as other directors or officers,\nthird party search firms or other appropriate sources. Once identified, the nominating committee will evaluate a candidate’s qualifications.\nThreshold criteria include: personal integrity and sound judgment, business and professional skills and experience, independence, knowledge\nof our industry, possible conflicts of interest, the extent to which the candidate would fill a present need on our board of directors,\nand concern for the long-term interests of our stockholders. Our nominating committee has not adopted a formal diversity policy in connection\nwith the consideration of director nominations or the selection of nominees. However, the nominating committee will consider issues of\ndiversity among its members in identifying and considering nominees for director, and strive where appropriate to achieve a diverse balance\nof backgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship on our board of directors and its committees.\n\n \n\n14\n\n \n\n \n\nIf\na stockholder wishes to propose a candidate for consideration as a nominee for election to our board of directors, it must follow the\nprocedures described in our Bylaws. Any such recommendations should be made in writing to the nominating committee, care of our Corporate\nSecretary at our principal office and should be accompanied by the following information concerning each recommending stockholder and\nthe beneficial owner, if any, on whose behalf the nomination is made:\n\n \n\n \n●\nall\ninformation relating to such person that would be required to be disclosed in a proxy statement;\n\n \n \n \n\n \n●\ncertain\nbiographical and share ownership information about the stockholder and any other proponent, including a description of any derivative\ntransactions in the Company’s securities;\n\n \n \n \n\n \n●\na\ndescription of certain arrangements and understandings between the proposing stockholder and any beneficial owner and any other person\nin connection with such stockholder nomination; and\n\n \n \n \n\n \n●\na\nstatement whether or not either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders\nof voting shares sufficient to carry the proposal.\n\n \n\nThe\nrecommendation must also be accompanied by the following information concerning the proposed nominee:\n\n \n\n \n●\ncertain\nbiographical information concerning the proposed nominee;\n\n \n \n \n\n \n●\nall\ninformation concerning the proposed nominee required to be disclosed in solicitations of proxies for election of directors;\n\n \n \n \n\n \n●\ncertain\ninformation about any other security holder of the Company who supports the proposed nominee;\n\n \n \n \n\n \n●\na\ndescription of all relationships between the proposed nominee and the recommending stockholder or any beneficial owner, including\nany agreements or understandings regarding the nomination; and\n\n \n \n \n\n \n●\nadditional\ndisclosures relating to stockholder nominees for directors, including completed questionnaires and disclosures required by our Bylaws.\n\n \n\n**Code\nof Ethics and Business Conduct**\n\n \n\nThe\nCompany’s Code of Ethics and Business Conduct applies to all of its employees, officers and directors, including those officers\nresponsible for financial reporting. The Code of Ethics and Business Conduct is available on the Company’s website at *https://ir.sbc-holdings.com/*\nunder “Corporate Governance—Board Committees.” The Company intends\nto disclose any amendments to the Code of Ethics and Business Conduct, or any waivers of its requirements, on its website to the extent\nrequired by the applicable rules and exchange requirements.\n\n \n\n**Policy\non Insider Trading**\n\n \n\nWe\nhave adopted a Policy on Insider Trading that governs the purchase, sale, and/or other dispositions (including hedging) of our securities\nby our directors, officers, and employees, that is reasonably designed to promote compliance with insider trading laws, rules and regulations,\nand any applicable Nasdaq listing standards. A copy of our Policy on Insider Trading is filed as Exhibit 19.1 to our Annual Report on\nForm 10-K for the year ended December 31, 2025. Furthermore, it is also the policy of the Company that it will not engage in transactions\nin securities of the Company while aware of material non-public information relating to the Company or its securities.\n\n \n\n15\n\n \n\n** **\n\n**Implications\nof Being a Controlled Company**\n\n \n\nThe\nCompany is a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, we qualify for exemptions\nfrom certain corporate governance requirements. If the Company relies on these exemptions, its stockholders will not have the same protections\nafforded to stockholders of companies that are subject to such requirements. Dr. Yoshiyuki Aikawa controls approximately 81.7% of the\nvoting power of our outstanding common stock, and therefore, controls a majority of the voting power of the Company’s outstanding\ncommon stock, and the Company is a “controlled company” within the meaning of applicable rules of Nasdaq. Under these rules,\na company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company\nis a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:\n\n \n\n \n●\nthat\na majority of the board consists of independent directors;\n\n \n \n \n\n \n●\nthat\nthe controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with\na written charter addressing the committee’s purpose and responsibilities; and\n\n \n \n \n\n \n●\nthat\nthe controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing\nthe committee’s purpose and responsibility.\n\n \n\nWhile\nthe Company does not intend to rely on these exemptions, the Company may use these exemptions now or in the future. As a result, the\nCompany’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq\ncorporate governance requirements.\n\n \n\nEXECUTIVE\nCOMPENSATION\n\n**Summary\nCompensation Table**\n\n \n\n*The\nfollowing table presents information regarding the compensation paid by to Yoshiyuki Aikawa, our Chief Executive Officer, Yuya Yoshida,\nour Chief Financial Officer and Chief Operating Officer, and Miki (Shimizu) Yamazaki, our Chief Strategy Officer, for services rendered\nto the Company and its subsidiaries during the fiscal years ended December 31, 2025 and 2024, as applicable. We refer to these individuals\nas our “named executive officers.” We do not have any other executive officers. Payment was made by the Company or its subsidiaries,\nas applicable.*\n\n \n\nName and Position \nYear  \n\n**Salary**\n\n**($) (1)**\n  \n\n**Bonus**\n\n**($) (4)**\n  \nStock Awards ($)  \n\n**Option Awards**\n\n**($)**\n  \nNon-Equity Incentive Plan Compensation ($)  \nNon-qualified referred Compensation Earnings ($)  \nAll Other Compensation ($)  \n\n**Total**\n\n**($)**\n \n\nYoshiyuki Aikawa \n2025  \n 12,000,000  \n —  \n —  \n —  \n —  \n —  \n —  \n 12,000,000 \n\nChief Executive Officer (principal executive officer) \n2024  \n 14,506,032  \n —  \n —  \n —  \n —  \n —  \n —  \n 14,506,032 \n\nYuya Yoshida(2) \n2025  \n 316,734  \n 99,338  \n —  \n —  \n —  \n —  \n —  \n 416,072 \n\nChief Financial Officer and Chief Operating Officer \n2024  \n 304,404  \n —  \n —  \n —  \n —  \n —  \n —  \n 304,404 \n\nMiki (Shimizu) Yamazaki (3) \n2025  \n 275,783  \n 83,391  \n    \n    \n    \n    \n    \n 359,174 \n\nChief Strategy Officer \n   \n    \n    \n    \n    \n    \n    \n    \n   \n\n \n\n(1)\nAmounts\nreported in this column reflect the base salary earned by our named executive officers during 2025 and 2024. Compensation paid to\nour named executive officers may be denominated in either U.S. dollars or Japanese Yen depending on the applicable Employment Agreement\nand period; amounts originally denominated in Japanese Yen have been translated into U.S. dollars at the exchange rate in effect\non the applicable payment date.\n\n(2)\nMr.\nYoshida has served as our Chief Operating Officer and member of the Board of Directors since September 29, 2023, and as our Chief\nFinancial Officer since April 1, 2025.\n\n(3)\nMs.\nYamazaki assumed the role of Chief Strategy Officer, effective as of April 10, 2025. Accordingly, we do not show any compensation\nfor her for 2024.\n\n(4)\nThe\namounts reported in this column represent discretionary annual incentive bonus amounts paid to Mr. Yoshida and Ms. Yamazaki in respect\nof 2025. Such bonus amounts were denominated in Japanese Yen and translated into U.S. dollars on the same basis as described in footnote\n(1).\n\n \n\n16\n\n \n\n** **\n\n**Executive\nCompensation Philosophy and Objectives**\n\n \n\nOur\nexecutive compensation program is designed to:\n\n \n\n \n●\nattract,\nmotivate, incentivize, and retain employees at the executive level who contribute to our long-term success; and\n\n \n \n \n\n \n●\nprovide\ncompensation packages to our executives that are fair, easy to understand, and competitive; provide high retention value; and reward\nhigh performance and the achievement of our business objectives.\n\n \n\nThe\ndesign of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests\nof our named executive officers and stockholders and to link pay to performance. Although compensation of named executive officers currently\nconsists of only cash compensation, in the future, we expect to utilize long-term incentive compensation opportunities in the form of\nequity awards.\n\n \n\n**Compensation-Setting\nProcess**\n\n \n\n*Role\nof Compensation Committee and Board of Directors*\n\n \n\nThe\ncompensation committee discharges the responsibilities of our board of directors relating to the compensation of our named executive\nofficers as set forth in its charter and reports to our board of directors on its discussions, decisions, recommendations, and other\nactions. Generally, the compensation committee makes all final decisions regarding the compensation of the CEO and other named executive\nofficers.\n\n \n\nThe\ncompensation committee has overall responsibility for overseeing our compensation and benefits policies generally, and overseeing and\nevaluating the compensation plans, policies, and practices applicable to the CEO and other named executive officers. In carrying out\nits responsibilities, the compensation committee evaluates our compensation policies and practices with a focus on the degree to which\nthese policies and practices reflect our executive compensation philosophy, develops strategies and makes decisions that it believes\nfurther our philosophy or align with developments in best compensation practices, and considers the performance of our named executive\nofficers, including through formal performance reviews of each of the CEO and other named executive officers, when formulating recommendations\nor making decisions with respect to their compensation.\n\n \n\n*Setting\nTarget Total Direct Compensation*\n\n \n\nThe\ncompensation committee reviews the annual base salary levels and considers long-term incentive compensation opportunities of our named\nexecutive officers.\n\n \n\nThe\ncompensation committee does not establish a specific target for formulating its recommendations about the target total direct compensation\nopportunities of our named executive officers. Instead, the members of the compensation committee rely primarily on their general experience,\nbusiness judgment and subjective considerations of various factors, our executive compensation program objectives, past and expected\nfuture company and individual performance, the executive officer’s role and responsibilities within the organization and expected\ncontributions to the company, internal equity among the members of the executive team, compensation practices of our compensation peer\ngroup and/or selected broad-based compensation surveys, and the recommendations of the CEO (other than with respect to his own compensation).\n\n \n\nThese\nfactors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each named\nexecutive officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the\ndetermination of pay levels quantifiable.\n\n \n\n17\n\n \n\n \n\nThe\ncompensation committee does not weight these factors in any predetermined manner, nor does it apply any formulas in developing its compensation\nrecommendations or decisions.\n\n \n\nThe\ncompensation committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish\nour compensation levels or make specific compensation decisions with respect to our named executive officers. Instead, in making its\ndeterminations, the compensation committee reviews information summarizing the compensation paid at a representative group of peer companies\nand more broad-based compensation surveys to gain a general understanding of market compensation levels.\n\n \n\n**Executive\nEmployment Agreements**\n\n \n\nThe\nCompany has entered into employment agreements (the “Employment Agreements”) with Dr. Yoshiyuki Aikawa (Chief Executive Officer)\nYuya Yoshida (Chief Financial Officer and Chief Operating Officer) and Ms. Miki (Shimizu) Yamazaki (Chief Strategy Officer).\n\n \n\nThe\nEmployment Agreements all provide for at-will employment that may be terminated by the Company due to the executive’s death, due\nto total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)), and with\nor without Cause (as defined below), by the executive with or without Good Reason (as defined below), or by either party by providing\nnotice of their desire to not renew. The Employment Agreements provide for annual base salaries for the 2025 fiscal year of $12,000,000\nfor Dr. Aikawa, JPY 44,000,000 (increased to JPY 47,000,000 effective July 1, 2025) for Mr. Yoshida and JPY 38,000,000 (increased to\nJPY 43,700,000 effective June 1, 2025) for Ms. Yamazaki. Each of the Employment Agreements also provides for possible annual performance\nbonuses and equity grants under the equity incentive plan if so determined by the Company’s Compensation Committee. Mr. Yoshida,\nand Ms. Yamazaki each received a discretionary bonus in respect of 2025, as disclosed in the Summary Compensation Table. No equity grants\nwere made to any of the named executive officers with respect to 2025.\n\n \n\n*Provisions\nApplicable to All Employment Agreements*\n\n \n\nEach\nof the Employment Agreements has an initial term of one year, and provides that the term will automatically be extended for additional\nterms of one year each unless either the Company or the applicable executive provides notice to the other party of their desire to not\nso renew the initial term or renewal term (as applicable) at least 30 days prior to the expiration of then-current term. Each of the\nEmployment Agreements provide that the applicable executive’s employment with the Company is “at will,” meaning that\neither the applicable executive or the Company may terminate the applicable executive’s employment at any time and for any reason,\nsubject to the other provisions of the Employment Agreement.\n\n \n\nEach\nof the Employment Agreements may be terminated by the Company, either with or without “Cause”, or by the applicable executive,\neither with or without “Good Reason”.\n\n \n\nFor\npurposes of each agreement, “Cause” means:\n\n \n\n \n●\na\nviolation of any material written rule or policy of the Company for which violation any employee may be terminated pursuant to the\nwritten policies of the Company reasonably applicable to an executive employee;\n\n \n \n \n\n \n●\nmisconduct\nby the applicable executive to the material detriment of the Company;\n\n \n \n \n\n \n●\nthe\napplicable executive’s conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty\nto, a felony;\n\n \n \n \n\n \n●\nthe\napplicable executive’s gross negligence in the performance of the applicable executive’s duties and responsibilities\nto the Company as described in the Employment Agreement; or\n\n \n \n \n\n \n●\nthe\napplicable executive’s material failure to perform the applicable executive’s duties and responsibilities to the Company\nas described in the Employment Agreement (other than any such failure resulting from the applicable executive’s incapacity\ndue to physical or mental illness or any such failure subsequent to the applicable executive being delivered a notice of termination\nwithout Cause by the Company or delivering a notice of termination for Good Reason to the Company), in either case after written\nnotice from the Board to the applicable executive of the specific nature of such material failure and the applicable executive’s\nfailure to cure such material failure within 10 days following receipt of such notice.\n\n \n\n18\n\n \n\n \n\nFor\npurposes of each Employment Agreement, “Good Reason” means:\n\n \n\n \n●\nat\nany time following a Change of Control (as defined below), a material diminution by the Company of compensation and benefits (taken\nas a whole) provided to the applicable executive immediately prior to a Change of Control;\n\n \n \n \n\n \n●\na\nreduction in the applicable executive’s base salary or target or maximum bonus, other than as part of an across-the-board reduction\nin salaries of management personnel;\n\n \n \n \n\n \n●\nthe\nrelocation of the applicable executive’s principal executive office to a location more than 50 miles further from the applicable\nexecutive’s principal executive office immediately prior to such relocation; or\n\n \n \n \n\n \n●\na\nmaterial breach by the Company of any of the terms and conditions of the Employment Agreement which the Company fails to correct\nwithin 10 days after the Company receives written notice from the applicable executive of such violation.\n\n \n\nFor\npurposes of each Employment Agreement a “Change of Control” of the Company will be deemed to have occurred if, after the\neffective date of the Employment Agreement, (i) the beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of securities\nrepresenting more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections\n13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding\nsecurities under an employee benefit plan of the Company), (ii) the Company is merged or consolidated with or into another corporation\nwhere the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation\nor merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing\nin the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation\nor merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately\nprior to such merger or consolidation, or (iii) there is a sale or other disposition of all or substantially all of the Company’s\nassets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an\nentity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders\nof the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company\nimmediately prior to such sale or disposition.\n\n \n\nIf\nthe Company terminates the applicable executive’s employment without Cause, or if the applicable executive terminates employment\nfor Good Reason, then, subject to any other agreements between the company with respect to equity grants made to such executive:\n\n \n\n \n●\nthe\nCompany will pay to the applicable executive any base salary, bonus, and benefits then owed or accrued, and any unreimbursed expenses\nincurred by the applicable executive in each case through the termination date;\n\n \n \n \n\n \n●\nthe\nCompany will pay to the applicable executive, in one lump sum, an amount equal to the base salary that would have been paid to the\napplicable executive for the remainder of the term of the Employment Agreement;\n\n \n \n \n\n \n●\nany\nequity granted to the applicable executive under the Employment Agreement, any award agreement or any other agreements with the Company\nwill, to the extent not already vested, be deemed automatically vested; and\n\n \n \n \n\n \n●\nall\nof the parties’ rights and obligations under the agreement will cease, other than those rights or obligations which arose prior\nto the termination date or in connection with such termination, and subject to the survival provisions of the agreements.\n\n \n\n19\n\n \n\n \n\nIn\nthe event of the applicable executive’s death or termination by the Company due to total disability (as defined in Section 22(e)(3)\nof the Code), the applicable executive is entitled to any unpaid base salary, any accrued but unpaid bonus and benefits (then owed or\naccrued and owed in the future), a pro-rata bonus for the year of termination based on the applicable executive’s target bonus\nfor such year and the portion of such year in which the applicable executive was employed, and reimbursement of expenses pursuant to\nthe terms of the Employment Agreement through the effective date of termination. Any equity granted to the applicable executive will,\nto the extent not already vested, be immediately and automatically forfeited as of the termination date.\n\n \n\nIf\nit is determined that any payment or benefit provided to the applicable executive under the Employment Agreement or otherwise, whether\nor not in connection with a Change of Control (a “Payment”), would constitute an “excess parachute payment” within\nthe meaning of Section 280G of the Code, such that the Payment would be subject to an excise tax under Section 4999 of the Code (the\n“Excise Tax”), the Company will pay to the applicable executive an additional amount (the “Gross-Up Payment”)\nsuch that the net amount of the Gross-Up Payment retained by the applicable executive after the payment of any Excise Tax and any federal,\nstate and local income and employment tax on the Gross-Up Payment, shall be equal to the Excise Tax due on the Payment and any interest\nand penalties in respect of such Excise Tax.\n\n \n\nEach\nEmployment Agreement contains customary confidentiality provisions, and customary provisions related to Company ownership of intellectual\nproperty conceived or made by the applicable executive in connection with the performance of their duties to the Company.\n\n \n\n**Incentive\nCompensation Clawback Policy**\n\n \n\nWe\nhave adopted a clawback policy for incentive compensation in accordance with the requirements of Nasdaq, which is filed as Exhibit 97.1\nto our Annual Report on Form 10-K for the year ended December 31, 2024.\n\n \n\n**Compensation\nCommittee Interlocks and Insider Participation**\n\n \n\nNo\nmember of the Company’s compensation committee has ever been an officer or employee of the Company. None of Company’s executive\nofficers serve, or have served during the last year, as a member of the board of directors, compensation committee, or other board committee\nperforming equivalent functions of any other entity that has one or more executive officers serving as one of our directors or on the\nCompany’s compensation committee.\n\n \n\n**Risks\nRelated To Compensation Practices and Policies**\n\n \n\nWe\nbelieve that, through a combination of risk-mitigating features and incentives guided by relevant market practices and company-wide goals,\nour compensation policies, programs and practices do not create risks that are reasonably likely to have a material adverse effect on\nthe Company.\n\n \n\n**Policies\nand Practices Related to the Grants of Certain Equity Awards**\n\n \n\nIt\nis the Company’s practice not to time the disclosure of material non-public information for the purpose of affecting the value\nof executive compensation and to avoid timing such grants around the filing of periodic reports or current reports that may contain material\nnon-public information.\n\n \n\nDuring\nthe year ended December 31, 2025, we did not grant any equity awards to our named executive officers.\n\n \n\n20\n\n \n\n** **\n\n**Director\nCompensation**\n\n \n\nThe\nfollowing table shows the total compensation paid or accrued during the fiscal year ended December 31, 2025 to each of our non-employee\ndirectors. Directors who are employed by us are not compensated for their service on our board of directors. Compensation paid to Dr.\nAikawa and Mr. Yoshida, our directors who are also executive officers, is reported in the Summary Compensation Table above.\n\n \n\nName \nFees Earned or\nPaid in Cash\n($)  \nStock\nAwards\n($)  \nTotal\n($) \n\nFumitoshi Fujiwara \n 80,128  \n —  \n 80,128 \n\nKen Edahiro \n 40,064  \n —  \n 40,064 \n\nMike Sayama \n 40,064  \n —  \n 40,064 \n\n \n\nEach\nnon-employee director is paid an annual cash retainer of JPY 6,000,000. Our non-employee director who serves as the chair of three committees\n(Mr. Fujiwara) receives an additional JPY 6,000,000 in cash. Cash payments to non-employee directors are paid monthly on a prorated basis.\nCash compensation to our non-employee directors is denominated in Japanese Yen under the Company’s director compensation program;\nthe U.S. dollar amounts reported in the table above represent the sum of each monthly payment translated into U.S. dollars at the exchange\nrate in effect on the applicable payment date.\n\n \n\n**Equity\nCompensation Plans**\n\n \n\nThe\nfollowing table sets forth securities authorized for issuance under the SBC Medical Group Holdings Incorporated 2024 Equity Incentive\nPlan as of December 31, 2025, which is our only equity incentive plan with shares available for issuance as of such date.\n\n \n\nPlan category \nNumber of\nsecurities to\nbe issued\n\nupon\nexercise of\noutstanding\noptions,\nwarrants\nand rights\n(Column A)  \nWeighted\naverage\n\nexercise\nprice of\noutstanding\noptions,\nwarrants\nand rights  \nNumber of\nsecurities\nremaining\navailable for\nfuture\n\nissuance\nunder equity\ncompensation\nplans\n\n(excluding\nsecurities\nreflected in\nColumn A) \n\nEquity compensation plans approved by stockholders \n      -  \n      -  \n 15,000,000 \n\nEquity compensation plans not approved by stockholders \n -  \n -  \n - \n\n \n\n21\n\n \n\n \n\nSECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT\n\n \n\nThe\nfollowing table sets forth certain information with respect to the beneficial ownership of our common stock, known to us, as of May 20,\n2026 for (a) our named executive officers, (b) each of our directors, (c) all of our current directors and executive officers as a group\nand (d) each stockholder that beneficially owns more than 5% of our common stock. Beneficial ownership is determined according to the\nrules of the SEC, which generally provide that a person has beneficial ownership of a security if they possess sole or shared voting\nor investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.\nThe amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of\nbeneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that\nperson has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security.\nA person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within\n60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage,\nbut not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a\nbeneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has\nno economic interest. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole\nvoting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided\nto us by these stockholders. Percentage of ownership is based on 102,576,943 shares of common stock outstanding on May 20, 2026 (after\ndeducting 270,000 shares held by a wholly-owned subsidiary).\n\n \n\nUnless\notherwise noted, the business address of each of the beneficial owners listed below is c/o the Company at 200 Spectrum Center Dr., Suite\n300, Irvine, CA 92618.\n\n \n\n  \nNumber of  \n  \n\n  \nShares  \n  \n\n  \nBeneficially  \n  \n\nName and Address of Beneficial Owners \nOwned  \n% of Class \n\nDirectors and Executive Officers \n    \n   \n\nYoshiyuki Aikawa(1) \n 83,839,460  \n 81.7%\n\nYuya Yoshida \n -  \n - \n\nKen Edahiro \n -  \n - \n\nMike Sayama \n 15,000  \n *%\n\nFumitoshi Fujiwara \n -  \n - \n\nMiki (Shimizu) Yamazaki \n -  \n - \n\nAll executive officers and directors as a group (6 persons) \n 83,854,460  \n 81.7%\n\nBeneficial Owner of More than 5% \n    \n   \n\nAikawa Equity Management Co., Ltd.(2) \n 5,284,500  \n 5.2%\n\n \n\n*\n \nLess\nthan 1.0%\n\n \n \n \n\n \n(1)\nBased\non the Schedule 13D/A filed by Dr. Aikawa on April 21, 2026 and further updated by a Form 4, filed on April 29, 2026. Dr. Aikawa\nmay be deemed to be the beneficial owner of 83,839,460 shares of common stock, consisting of 78,839,460 shares of common stock held\ndirectly by Dr. Aikawa and 5,000,000 shares of common stock held by Aikawa Investment Co., Ltd., a company wholly owned by Dr. Aikawa.\n\n \n(2)\nBased\non a Schedule 13G filed by Aikawa Equity Management Co., Ltd. on March 13, 2026. The business address of Aikawa Equity Management\nCo., Ltd. is 908 Kamikurata-Cho, Totsuka-ku, Yokohama, Kanagawa, 244-0816.\n\n \n\n22\n\n \n\n \n\nCERTAIN\nRELATIONSHIPS AND RELATED PERSON TRANSACTIONS\n\n** **\n\n**Policies\nand Procedures for Related Person Transactions**\n\n \n\nUnder\nItem 404 of SEC Regulation S-K, a related person transaction is any actual or proposed transaction, arrangement or relationship or series\nof similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business,\nto which we or our subsidiary were or are a party, or in which we or our subsidiary were or are a participant, in which the amount involved\nexceeded or exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years\nand in which any of our directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of our voting\nsecurities (a “significant shareholder”), or any member of the immediate family of any of the foregoing persons, had or will\nhave a direct or indirect material interest.\n\n \n\nWe\nrecognize that transactions between us and any of our directors or executives or with a third party in which one of our officers, directors\nor significant shareholders has an interest can present potential or actual conflicts of interest and create the appearance that our\ndecisions are based on considerations other than the best interests of our Company and stockholders.\n\n \n\nThe\nAudit Committee of the Board of Directors is charged with responsibility for reviewing, approving and overseeing any transaction between\nthe Company and any related person (as defined in Item 404 of Regulation S-K), including the propriety and ethical implications of any\nsuch transactions, as reported or disclosed to the Audit Committee, and to determine whether the terms of the transaction are not less\nfavorable to us than could be obtained from an unaffiliated party.\n\n \n\nThe\nagreements described in this section, or forms of such agreements are filed as exhibits to the 2025 Form 10-K, and the following descriptions\nare qualified by reference thereto.\n\n \n\n**Related\nParty Transactions Prior to the Business Combination**\n\n \n\n*Convertible\nPromissory Note*\n\n \n\nOn\nMay 18, 2023, Pono entered into a Convertible Promissory Note with the Company, pursuant to which the Company agreed to loan Pono an\naggregate principal of $1,000,000 (the “Convertible Promissory Note”). The Convertible Promissory Note was non-interest bearing\nand was due and payable upon the earlier to occur of (i) the first business day following the consummation of the Company’s initial\nBusiness Combination and (ii) May 17, 2024, unless accelerated upon the occurrence of an event of default.\n\n \n\nOn\nFebruary 27, 2024, Pono and the Company entered into an Amendment to the Note (the “Amended Note Purchase Agreement”), which\nincreased the purchase price of the note from $1,000,000 to $2,700,000 and amended the maturity date to the earlier to occur of (i) the\nfirst business day following the consummation of the Company’s initial Business Combination and (ii) August 29, 2024, unless accelerated\nupon the occurrence of an event of default. In consideration for entering into the Amended Note, each of the parties to the Merger Agreement\nagreed to release each other party from any claims arising out of any termination of the Merger Agreement or failure to consummate the\ntransactions contemplated thereby. The Convertible Promissory Note automatically converted into Class A Common Stock at one share for\neach $10 in outstanding principal amount at the Closing.\n\n \n\n*Non-redemption\nAgreement*\n\n \n\nOn\nMay 5, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), and the chairman adjourned the Special\nMeeting to May 8, 2023. On May 8, 2023, the Company held the Special Meeting. During the Special Meeting, stockholders approved an amendment\nto the Company’s amended and restated certificate of incorporation (i) to extend the date by which the Company has to consummate\na business combination from May 9, 2023 to February 9, 2024 for no additional amount to be paid by the Sponsor into the Trust Account,\nand (ii) to provide for the right of a holder of Class B common stock to convert such shares into shares of Class A common stock on a\none -for-one basis prior to the closing of a business combination at the election of the holder. As approved by the stockholders of the\nCompany, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State\non May 8, 2023. The Company’s stockholders elected to redeem an aggregate of 9,577,250 shares of Class A common stock of the Company\nin connection with the Special Meeting. Following such redemptions, the amount of funds remaining in the trust account was approximately\n$20 million.\n\n \n\n23\n\n \n\n \n\nIn\nconnection with the Special Meeting, the Company and the Sponsor entered into non-redemption agreements with certain unaffiliated stockholders\nowning, in the aggregate, 998,682 shares of the Company’s Class A common stock, pursuant to which such stockholders agreed, among\nother things, not to redeem or exercise any right to redeem such public shares in connection with the Extension Amendment. On February\n5, 2024, the Company’s stockholders approved a proposal to extend the date by which the Company had to consummate a business combination\nfrom February 9, 2024 to November 9, 2024.\n\n \n\nThe\nCompany estimated the aggregate fair value of the 339,565 Sponsor Shares attributable to the Non-Redeeming Stockholders to be $709,691\nor $ 2.09 per share. Each Non-Redeeming Stockholder acquired from the Sponsor an indirect economic interest in the Sponsor Shares. The\nexcess of the fair value of the Sponsor Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic\n5A. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce these holders of the\nClass A shares not to redeem, with a corresponding charge to additional paid -in capital to recognize the fair value of the shares transferred\nas an offering cost.\n\n \n\nIn\nFebruary 2025, the Company issued 860,435 shares of common stock, with no proceeds, to Mehana Capital LLC as incentive shares pursuant\nto the Non-Redemption Agreements.\n\n \n\n**Related\nParty Transactions of Legacy SBC and After the Business Combination**\n\n \n\n*Material\nContracts between SBC Medical Sub and MCs*\n\n \n\nOur\nwholly owned subsidiary, SBC Medical Group Co., Ltd., a Japanese corporation (“SBC Medical Sub”, or “SBC Japan”),\nis designated as a “medical service corporation” in Japan. In Japan, a medical service corporation is a legal entity that\nprovides management services to “medical corporations”. The management services are conducted through franchisor-franchisee\ncontracts and/or service contracts with the medical corporations and/or general incorporated associations that own and operate domestic\nfranchisee treatment centers in Japan. Separately, we also enter into franchise arrangements with certain independently operated clinics\nin Japan, which differ in certain respects from our arrangements with the medical corporations. In addition, following the July 2025\nacquisition of MB career lounge, Co., Ltd. (“MB career lounge”), a company providing comprehensive management supporting\nservices for medical institutions in Japan, including medical professional recruiting and operational consulting, the Company, through\nMB career lounge, provides management and operational support services to Medical Corporation Misakikai and General Incorporated Association\nMiotokai, and the related revenues are included in the Company’s consolidated revenues.\n\n \n\nThe\nCompany’s subsidiaries have entered into franchisor-franchisee contracts and service contracts (including business consignment\nagreements of the same nature) with seven medical corporations, consisting of Medical Corporation Shobikai, Medical Corporation Kowakai,\nMedical Corporation Nasukai, Medical Corporation Aikeikai, Medical Corporation Jukeikai, and Medical Corporation Ritz Cosmetic Surgery,\nas amended and restated effective as of April 2025, and Medical Corporation Association Furinkai, effective as of June 2025.\n\n \n\nIn\naddition, the Company has entered into service contracts since September 2023 with Medical Corporation Association Furinkai and Medical\nCorporation Association Junikai; and in July 2025 with Medical Corporation Misakikai and General Incorporated Association Miotokai, following\nthe acquisition of MB career lounge Co., Ltd. (collectively with the seven franchisee medical corporations, the “Medical Corporations\nand/or General Incorporated Associations” or “MCs”).\n\n \n\n24\n\n \n\n \n\nAll\nof the MCs are deemed to be related parties of the Company since relatives of the CEO of the Company are the members (or *shain*)\nof general meetings of members of the MCs. The CEO of the Company was previously a member of the six franchisee MCs until he ceased being\na member in July 2023. The Company, through SBC Medical Sub, owns equity interests (or *mochibun*) of the six franchisee MCs. Although\nthe Company, through SBC Medical Sub, has an equity interest to the rights to receive a distribution of residual assets in proportion\nto the amount of contribution in certain circumstances as provided in the Japanese Medical Care Act and the articles of incorporation\nof each of the six MCs, the Company or SBC Medical Sub does not have voting control over the corporate actions at general meetings of\nmembers (or *shain*) of the MCs per the requirements of the Japanese Medical Care Act and the MCs’ articles of incorporation.\nThe Company does not hold equity interests (*mochibun*) in Medical Corporation Misakikai or General Incorporated Association Miotokai;\nthe Company’s arrangements with these entities are based on service contracts. “Members (or *shain*) of a general meeting\nof members (or *shain*)” means constituent members of the general meeting of members (or *shain*) of a Japanese Medical\nCorporation. Each member (or *shain*) has one voting right. “General meeting of members (or *shain*)” means one\nof the organs of a Japanese Medical Corporation and the highest decision-making body of the Medical Corporation, the main duties of which\ninclude the election and dismissal of directors (or *riji*) and auditors (or *kanji*) of the Medical Corporation, and the approval\nof financial statements and statutory business reports of the Medical Corporation.\n\n \n\n“Equity\ninterest (or *mochibun*)” means the right to receive distribution of the residual\nassets of a Japanese Medical Corporation in proportion to the amount of contribution (Article 10.3.3.2 brackets of the Supplementary\nProvision of the Japanese Medical Care Act.). However, the procedures for an equity interest (or *mochibun*) holder to exercise\nand realize the right to receive distribution of the residual assets of the Medical Corporation is more complicated than that of a stock\ncorporation due to the restrictions under the Medical Care Act.\n\n \n\nOur\nprimary mission is to provide quality comprehensive management services to the MCs and expand our “Shonan Beauty Clinic”\nbrand. We plan to achieve the mission by maintaining and strengthening our market position and brand in the cosmetic medical treatment\nmanagement market in Japan, Vietnam, Singapore, while pursuing growth opportunities in the United States through strategic investments\nand alliances, and by continuing to grow our presence globally. Accordingly, we have entered into franchise agreements and service contracts\n(including consulting and management service agreements) (collectively, the “Support Agreements”) with the MCs to define\nthe scope of the management services that we provide to the MCs as well as the franchise operational provisions that the MCs must comply\nwith. Separately, we have entered into partner doctor independence support program agreements with certain independent practitioners.\nThe Support Agreements generally have one-year terms and are subject to renewal unless either party provides notice of non-renewal in\naccordance with the applicable agreement. We receive a portion of our overall compensation for providing management services with the\nfollowing MCs:\n\n \n\n \n●\nMedical\nCorporation Shobikai: from September 29, 2017\n\n \n \n \n\n \n●\nMedical\nCorporation Kowakai: from September 29, 2017\n\n \n \n \n\n \n●\nMedical\nCorporation Nasukai: from September 29, 2017\n\n \n \n \n\n \n●\nMedical\nCorporation Aikeikai: from September 29, 2017\n\n \n \n \n\n \n●\nMedical\nCorporation Jukeikai: from February 21, 2020\n\n \n \n \n\n \n●\nMedical\nCorporation Ritz Cosmetic Surgery: from May 31, 2021\n\n \n\nEffective\nas of April 1, 2025, the Company revised the fee structure to pursue a long-term growth strategy aimed at expanding and stabilizing the\nbusiness foundation by creating an environment that can better facilitate the establishment of new clinics by MCs. This updated fee structure\nintroduces a more tailored, performance-based approach to determining service fees for each clinic, based on several key criteria:\n\n \n\n \n1.\nMedical\nservice category (facility type): The type of medical services provided by the clinic (for example, cosmetic medicine, dermatology,\nhair restoration (AGA) treatment, fertility treatment, insured medical care, or other specialized fields).\n\n \n \n \n\n \n2.\nOperational\ntenure: The length of time since the clinic’s opening (with newly established clinics in their first year of operation recognized\nin a dedicated category).\n\n \n \n \n\n \n3.\nMonthly\nrevenue: The clinic’s revenue for the given month.\n\n \n \n \n\n \n4.\nPatient\nvolume: The number of patients the clinic has served over the past year.\n\n \n\n25\n\n \n\n \n\nThese\nfactors collectively determine each clinic’s tier classification (e.g., as a small, medium, or large clinic), as defined in the\nupdated service agreement’s appendix. Under this system, each clinic is assigned to an appropriate tier based on its profile, and\na corresponding fixed monthly fee is applied according to the schedule set forth in the contract. Notably, clinics offering cosmetic\nmedical services are categorized using a more granular tier system reflecting their scale, with tiers ranging from newly opened clinics\nin their first year up to “super-large” clinics. In contrast, clinics focusing on other types of medical services (such as\ndermatology, AGA hair restoration, fertility treatments, or dental and orthopedic care) are classified into the standard small, medium,\nor large clinic tiers. This tiered approach ensures that service fees are aligned with each clinic’s size and performance, supporting\nnewer and smaller clinics as they grow while accommodating the higher capacities of larger established clinics. Following the acquisition\nof MB career lounge in July 2025, we entered into new service contracts for the first time with Medical Corporation Misakikai and General\nIncorporated Association Miotokai.\n\n \n\nMaterial\nContracts between the Company and MCs\n\n \n\nThe\nCompany has entered into Support Agreements (franchise agreements and service contracts) and an SBC Operating Agreement with each of\nthe MCs. Separately, the Company has entered into Partner Doctor Independence Support Program Agreements (“PDISPA”) with\ncertain independent practitioners.\n\n \n\nThe\nterm of the PDISPA is for a period of 5 years from September 1, 2021, to August 31, 2026. The PDISPA will be renewed under the same terms\nfor successive one-year periods upon conclusion of the initial term unless either party requests in writing to terminate the PDISPA 6\nmonths prior to the expiration date of the PDISPA. Pursuant to the PDISPA, the Company permits such independently operated clinics to\nuse (i) the “Shonan Beauty Clinic” name and (ii) certain trade names associated with our clinic network, including those\nof Medical Corporation Shobikai, Medical Corporation Kowakai, Medical Corporation Nasukai, Medical Corporation Aikeikai, L’Ange\nCosmetique Co., Ltd. and Shobikai Co., Ltd. (collectively, “SBC Medical”). The Company also grants such independently operated\nclinics the right to use the “SBC Medical Group” name, our know-how of clinic operation, trademarks, trade names, and to\nprovide the treatments designated by the Company and conduct business activities as a partner of the SBC Medical Group under a unified\nbrand image.\n\n \n\nPDISPA\ndoes not charge a franchise fee or a deposit fee, instead the independently operated clinics are to pay fees to the Company, which are\nto be calculated as follows: total amount of sales at the clinic multiplied by 12% excluding consumption tax. If the total sales amount\nexceeds 100,000,000 yen per clinic, the maximum fee amount will be 10,000,000 yen. For the purposes of the PDISPA the total amount of\nsales means the amount of sales after discounting preferential tickets, and other campaigns and discounts.\n\n \n\nSBC’s\nOperating Agreement\n\n \n\nThe\nCompany previously entered into an SBC Operating Agreement (the “SBCOA”) with each of the MCs. The original term of the SBCOA\nwas from April 1, 2023, to March 31, 2025, and the term was extended until March 31, 2026 (and thereafter, automatically extended for\na year term pursuant to the revised fee structure). Pursuant to the SBCOA the Company agreed to provide the MCs with the following consulting\nservices related to: (i) marketing related services for developing new clients (ii) aiming to ensure stable performance and increase\ncustomer satisfaction through the creation of repeat customers (iii) the establishment and operation of a system seeking to ensure medical\nsafety (iv) securing attorneys and medical institutions to transport in the event of claims or medical accidents, (v) measures to improve\nemployee satisfaction, and design of organizational chart and personnel evaluation system (vi) the selection of medical equipment and\nmaterials, (vii) the acquisition of properties for new medical facilities (trade area survey, area selection, lease agreement signing,\netc.) (viii) various types of general skills training for healthcare facility employees (ix) specialized and advanced skills training\nin leadership, motivation, communication, etc., for chiefs, leaders, and other employees with subordinates (x) development of new type\nof medical facilities (xi) development of new treatment methods (xii) hiring employees with national certifications, professional skills,\nand interpersonal skills, such as doctors, nurses, and reception counselors (xiii) performance management, business analysis, and management\ndecision making utilizing financial statements such as income statements, cash flow statements, and balance sheets (xiv) use of the likeness\nof the Company’s officers or employees on websites, commercials, and other advertising media and (xv) efficient operation methods\nthat allow for more customer service during the same clinic hours.\n\n \n\n26\n\n \n\n \n\nUnder\nthe SBCOA in effect prior to April 2025, in exchange for the foregoing services, each MC is required to pay the Company 3,000,000 yen\nper month (excluding consumption tax) for each medical facility at which such MC provides medical services to its clients.\n\n \n\nIn\nlight of the current challenging competitive environment, we are pursuing a long-term growth strategy aimed at expanding and stabilizing\nour business foundation by creating an environment that can better facilitate the establishment of new clinics by MCs. In line with this\nobjective, effective April 1, 2025, we amended and renewed the SBCOA with each MC. Under the revised SBCOA, if neither party expresses\nan intention not to renew the agreement before the expiration of the effective period, the agreement will be renewed for successive one-year\nperiods under the same terms and conditions.\n\nThe\nmain revisions include:\n\n \n\n \n1.\nRevised\nFee Structure\n\n \n \n \n\n \n●\nFirst-Year\nFee Reduction for Newly Opened Clinics: Fees will be reduced during the first year of operation for newly established clinics, significantly\nreducing initial cost burdens at a stage when clinics have yet to fully establish their customer base.\n\n \n \n \n\n \n●\nFees\nBased on Service Utilization from the Second Year Onward: Starting from the second year of operation, fees will be calculated based\non the scale of services utilized and the operational size of each clinic.\n\n \n \n \n\n \n2.\nChanges\nto Provided Consulting Services Following the revision, consulting services provided by the Company to MCs will include:\n\n \n \n \n\n \n●\nManagement\nconsulting for medical corporations and facilities\n\n \n \n \n\n \n●\nHuman\nresources and labor management services\n\n \n \n \n\n \n●\nRecruitment-related\nservices\n\n \n \n \n\n \n●\nGeneral\nadministrative services\n\n \n \n \n\n \n●\nInformation\nsystem management services\n\n \n \n \n\n \n●\nCustomer\nrelations services\n\n \n \n \n\n \n●\nAccounting,\nfinance, and taxation services\n\n \n \n \n\n \n●\nLegal\nservices\n\n \n \n \n\n \n●\nClinic\nestablishment and facilities management services\n\n \n \n \n\n \n●\nInfrastructure\nintroduction, improvement, and operational support services related to insurance-covered medical treatments\n\n \n\nService\nContracts\n\n \n\nWe\nentered into service contracts with Medical Corporation Association Furinkai (the service contract regarding operation on November 22,\n2023 and the service contract regarding management consulting on November 25, 2023 respectively) and Medical Corporation Association\nJunikai (the service contract regarding operation and the service contract regarding management consulting both on November 16, 2023).\nOn June 30, 2025, we entered into renewed business consignment agreements with Medical Corporation Association Furinkai and Medical Corporation\nAssociation Junikai, each effective as of June 1, 2025, which superseded the prior service contracts.\n\n \n\n27\n\n \n\n \n\nThe\nscope of work (“SOW”) under the renewed agreements includes management consulting and operational support services (including,\namong others, marketing support, procurement support for medical equipment and materials, operational process support, human resources\nand recruitment-related support (for Junikai), and information system management services).\n\n \n\n*Business\nConsignment Agreement for Management Consulting and Operational Support Services to Medical Corporation Association Furinkai*\n\n \n\nThe\nmaterial terms of our renewed business consignment agreement with Medical Corporation Association Furinkai are as follows:\n\n \n\n \n●\nSigning\nDate:\n\n \n\n \n○\nJune\n30, 2025\n\n \n\n \n●\nmanagement\nconsulting and operational support services relating to the operation of medical facilities of Medical Corporation Association Furinkai,\nincluding:\n\n \n\n \n○\nmarketing\nsupport for developing new clients;\n\n \n \n \n\n \n○\nselection\nand procurement support for medical equipment and medical materials;\n\n \n \n \n\n \n○\nmeasures\nto ensure stable performance and increase customer satisfaction through the creation of repeat customers;\n\n \n \n \n\n \n○\nplanning\nand consulting for management and operational strategies;\n\n \n \n \n\n \n○\nrenewal\nof existing treatment methods and development of new treatment methods and manuals, and support for implementation;\n\n \n \n \n\n \n○\nestablishment\nand operation support for systems intended to help ensure medical safety;\n\n \n \n \n\n \n○\nsupport\nfor the integration and improvement of accounting and management processes through the introduction of new accounting systems and\nrelated tools; and\n\n \n \n \n\n \n○\ninformation\nsystem management services, including advisory services relating to information security, IT networks, data centers and communication\ntools, account management, and business process automation support.\n\n \n\n \n●\nEffective\nPeriod\n\n \n\n \n○\nJune\n1, 2025 until May 31, 2026\n\n \n \n \n\n \n○\nIf\nneither party expresses an intention not to renew the agreement before the expiration of the effective period, the agreement will\nbe renewed for successive one (1) year periods under the same terms and conditions.\n\n \n\n \n●\nFees\nPayable Under the Agreement\n\n \n\n \n○\nOn\nJune 30, 2025, we entered into two separate business consignment agreements with Medical Corporation Association Furinkai, both effective\nas of June 1, 2025. Under both agreements, the monthly service fee for the applicable month is payable for each medical facility\nand is determined based on the facility’s tier classification set forth in the applicable appendix, considering the length\nof time since the facility’s opening, the facility’s monthly revenue, and patient volume over the past year. The specific\nfee ranges are as follows:\n\n \n\n28\n\n \n\n \n\n \n●\nFor\nmedical facilities that use the terms “Shonan Beauty” or “SBC” as part of their facility name (such as SBC\nBeauty Dermatology Clinics): The monthly service fee ranges from JPY 300,000 to JPY 6,230,000 per facility (excluding consumption\ntax).\n\n \n \n \n\n \n●\nFor\nother medical facilities (excluding any medical facility that uses the terms “Shonan Beauty” or “SBC” as\npart of its facility name): The monthly service fee ranges from JPY 1,700,000 to JPY 5,800,000 per facility (excluding consumption\ntax).\n\n \n\n*Business\nConsignment Agreement for Management Consulting Services to Medical Corporation Association Junikai*\n\n \n\nThe\nmaterial terms of our renewed business consignment agreement for management consulting services to Medical Corporation Association Junikai\nare as follows:\n\n \n\n \n●\nSigning\nDate\n\n \n\n \n○\nJune\n30, 2025\n\n \n\n \n●\nmanagement\nconsulting and operational support services relating to the operation of medical facilities of Medical Corporation Association Junikai,\nincluding:\n\n \n\n \n○\nadvisory\nservices to strengthen branding and develop new clients;\n\n \n \n \n\n \n○\nselection\nand procurement support for medical equipment and medical materials;\n\n \n \n \n\n \n○\nrenewal\nof existing treatment methods and development of new treatment methods and manuals, and support for implementation;\n\n \n \n \n\n \n○\nestablishment\nand operation support for systems intended to help ensure medical safety;\n\n \n \n \n\n \n○\nplanning\nand consulting for management and operational strategies;\n\n \n \n \n\n \n○\nsupport\nfor the integration and improvement of accounting and management processes through the introduction of new accounting systems and\nrelated tools;\n\n \n \n \n\n \n○\nhuman\nresources and labor management support (including consultations on employment rules and internal policies and initiatives to improve\nemployee engagement);\n\n \n \n \n\n \n○\nrecruitment-related\nadvisory and support (including strategic recruiting and support for retention and onboarding); and\n\n \n \n \n\n \n○\ninformation\nsystem management services, including advisory services relating to information security, IT networks, data centers and communication\ntools, account management, and business process automation support.\n\n \n\n \n●\nEffective\nPeriod\n\n \n\n \n○\nJune\n1, 2025 until May 31, 2026\n\n \n \n \n\n \n○\nif\nneither party expresses an intention not to renew the agreement before the expiration of the effective period, the agreement shall\nbe renewed for another one (1) year under the same terms and conditions.\n\n \n\n \n●\nFees\nPayable Under the Agreement\n\n \n\n \n○\nThe\nmonthly service fee for the applicable month is payable for each medical facility where Medical Corporation Association Junikai provides\nmedical services, and is determined based on the facility’s tier classification set forth in the appendix, considering the\nlength of time since the facility’s opening, the facility’s monthly revenue, and patient volume over the past year.\n\n \n \n \n\n \n○\nThe\nmonthly service fee ranges from JPY 450,000 to JPY 1,440,000 per facility (excluding consumption tax). Consumption tax is charged\nseparately.\n\n \n\n29\n\n \n\n \n\nSummary\nof Related Parties and Transactions\n\n \n\nThe\nrelated parties that had material transactions for the years ended December 31, 2025 and 2024 consist of the following:\n\n \n\n**Name\nof Related Parties**\n** **\n**Nature\nof Relationship as of December 31, 2025**\n\nYoshiyuki\nAikawa\n \nControlling\nshareholder, director and CEO of the Company\n\nMedical\nCorporation Shobikai\n \nThe\nrelatives of CEO of the Company being the Members of the MC\n\nMedical\nCorporation Kowakai\n \nThe\nrelatives of CEO of the Company being the Members of the MC\n\nMedical\nCorporation Nasukai\n \nThe\nrelatives of CEO of the Company being the Members of the MC\n\nMedical\nCorporation Aikeikai\n \nThe\nrelatives of CEO of the Company being the Members of the MC\n\nMedical\nCorporation Jukeikai\n \nThe\nrelatives of CEO of the Company being the Members of the MC\n\nMedical\nCorporation Ritz Cosmetic Surgery\n \nThe\nrelatives of CEO of the Company being the Members of the MC\n\nMedical\nCorporation Association Furinkai\n \nThe\nrelatives of CEO of the Company being the Members of the MC\n\nMedical\nCorporation Association Junikai\n \nThe\nrelatives of CEO of the Company being the Members of the MC\n\nMedical\nCorporation Misakikai\n \nThe\nrelatives of CEO of the Company being the Members of the MC\n\nGeneral\nIncorporated Association Miotokai\n \nThe\nrelatives of CEO of the Company being the Members of the MC\n\nHariver\nInc.\n \nControlled\nby the CEO of the Company\n\nSkynet\nAcademy Co., Ltd. *\n \nSubsidiary\nof Hariver, Inc., a company controlled by the CEO of the Company\n\nJapan\nMedical & Beauty Inc.\n \nControlled\nby the CEO of the Company\n\nAI\nMed Inc.\n \nThe\nCEO of the Company is a principal shareholder of AI Med Inc.\n\nCo-medical\nCo., Ltd.\n \nThe\nCEO of the Company is a principal shareholder of Co-medical Co., Ltd.\n\nSBC\nInc.\n \nControlled\nby the CEO of the Company\n\nSBC\nShonan Osteopathic Clinic Inc.\n \nThe\nCEO of the Company is a principal shareholder of SBC Shonan Osteopathic Clinic Inc.\n\nGeneral\nIncorporated Association SBC\n \nThe\nCEO of the Company being the Member of General Incorporated Association SBC\n\nPublic\nInterest Foundation SBC Medical Promotion Foundation\n \nThe\nrelative of CEO of the Company being a Member of Public Interest Foundation SBC Medical Promotion Foundation\n\nSBC\nTokyo Medical University\n \nThe\nCEO of the Company is the chairman of SBC Tokyo Medical University\n\nSBC\nIrvine MC\n \nSignificantly\ninfluenced by the Company\n\nMEDIROM\nHealthcare Technologies Inc. (“MEDIROM”)\n \nFumitoshi\nFujiwara, an independent director and Chairman of the Audit Committee of the Company, serves as a Director and Chief Financial Officer\nof MEDIROM, a company listed on Nasdaq.\n\nSBC\nKijimadaira Resort Inc. *\n \nPreviously\na subsidiary of SBC Inc., a company controlled by the CEO of the Company; Merged with and into SBC Inc. on July 1, 2025, and corporate\nexistence ceased.\n\nGeneral\nIncorporated Association Taiseikai\n \nThe\nrelatives of CEO of the Company being the Members of General Incorporated Association Taiseikai\n\nWaqoo,\nInc.\n \nPrior\nto December 19, 2025, the CEO of the Company was a principal shareholder of Waqoo, Inc. Since then, it has been a majority-owned\nsubsidiary.\n\n \n\n*\nFormer subsidiaries of the Company that were disposed of to entities controlled by the CEO of the Company on December 23, 2024.\n\n \n\n30\n\n \n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, the transactions with related parties are as follows:\n\n \n\n  \nFor the Years Ended December 31, \n\nRevenues, net \n2025  \n2024 \n\nMedical Corporation Shobikai \n$40,953,913  \n$53,862,520 \n\nMedical Corporation Kowakai \n 37,101,866  \n 46,756,189 \n\nMedical Corporation Nasukai \n 39,559,694  \n 46,355,437 \n\nMedical Corporation Aikeikai \n 13,519,257  \n 17,997,072 \n\nMedical Corporation Jukeikai \n 4,140,162  \n 5,666,907 \n\nMedical Corporation Ritz Cosmetic Surgery \n 4,353,503  \n 7,435,446 \n\nJapan Medical & Beauty Inc. \n 40,514  \n 39,620 \n\nHariver Inc. \n 20,050  \n 19,810 \n\nSBC Inc. \n 760  \n 2,512 \n\nPublic Interest Foundation SBC Medical Promotion Foundation \n 67  \n 107 \n\nGeneral Incorporated Association SBC \n —  \n 801 \n\nSBC Tokyo Medical University \n 93,068  \n 45,286 \n\nSBC Shonan Osteopathic Clinic Inc. \n 3,884  \n 56,740 \n\nYoshiyuki Aikawa \n 39,781  \n 98,445 \n\nAI Med Inc. \n 377  \n 787 \n\nSBC Irvine MC \n 239,538  \n 1,204,107 \n\nMedical Corporation Association Furinkai \n 11,092,065  \n 11,708,183 \n\nMedical Corporation Association Junikai \n 7,272,431  \n 3,923,228 \n\nGeneral Incorporated Association Taiseikai \n —  \n 692 \n\nSkynet Academy Co., Ltd. \n 26,734  \n — \n\nSBC Kijimadaira Resort Inc. \n 78  \n — \n\nMedical Corporation Misakikai \n 373,152  \n — \n\nGeneral Incorporated Association Miotokai \n 30,076  \n — \n\nTotal \n$158,860,970  \n$195,173,889 \n\n \n\n  \nFor the Years Ended December 31, \n\nCost of revenues \n2025  \n2024 \n\nMedical Corporation Nasukai \n$79,424  \n$— \n\nMedical Corporation Aikeikai \n 4,797  \n — \n\nJapan Medical & Beauty Inc. \n 12,095,280  \n 8,472,202 \n\nSBC Tokyo Medical University \n 364,552  \n — \n\nSBC Kijimadaira Resort Inc. \n 78,285  \n — \n\nSBC Inc. \n 734,398  \n — \n\nWaqoo, Inc. \n 300,479  \n — \n\nCo-medical Co., Ltd. \n 350  \n — \n\nTotal \n$13,657,565  \n$8,472,202 \n\n \n\n31\n\n \n\n \n\n  \nFor the Years Ended December 31, \n\nSelling, general and administrative expenses \n2025  \n2024 \n\nMedical Corporation Shobikai \n$598,483  \n$— \n\nMedical Corporation Kowakai \n 8,244  \n — \n\nMedical Corporation Nasukai \n 21,601  \n — \n\nMedical Corporation Aikeikai \n 77,544  \n — \n\nMedical Corporation Jukeikai \n 791  \n — \n\nMedical Corporation Association Junikai \n 337  \n — \n\nMedical Corporation Association Furinkai \n 429  \n — \n\nSBC Inc. \n 7  \n — \n\nGeneral Incorporated Association SBC \n 19,859  \n — \n\nCo-medical Co., Ltd. \n 1,166  \n — \n\nMedical Corporation Association Misakikai \n 22,635  \n — \n\nTotal \n$751,096  \n$— \n\n \n\n  \nFor the Years Ended December 31, \n\nOther income \n2025  \n2024 \n\nMedical Corporation Shobikai \n$—  \n$999,350 \n\nMedical Corporation Kowakai \n —  \n 568,092 \n\nMedical Corporation Nasukai \n —  \n 764,809 \n\nMedical Corporation Aikeikai \n —  \n 316,352 \n\nMedical Corporation Jukeikai \n —  \n 24,474 \n\nSkynet Academy Co., Ltd. \n 3,069  \n — \n\nTotal \n$3,069  \n$2,673,077 \n\n \n\nAs\nof December 31, 2025 and 2024, the balances with related parties are as follows:\n\n \n\nAccounts receivable \nDecember 31,\n\n2025  \nDecember 31,\n\n2024 \n\nMedical Corporation Shobikai \n$6,618,853  \n$5,091,430 \n\nMedical Corporation Nasukai \n 7,268,301  \n 8,552,722 \n\nMedical Corporation Kowakai \n 6,930,382  \n 7,742,251 \n\nMedical Corporation Aikeikai \n 2,938,667  \n 3,071,378 \n\nMedical Corporation Jukeikai \n 920,649  \n 993,944 \n\nMedical Corporation Association Furinkai \n 1,065,239  \n 1,263,602 \n\nMedical Corporation Ritz Cosmetic Surgery \n 978,614  \n 817,283 \n\nMedical Corporation Association Junikai \n 700,794  \n 283,298 \n\nSBC Tokyo Medical University \n 5,614  \n 536 \n\nAI Med Inc. \n 33  \n 33 \n\nSBC Inc. \n 382  \n 137 \n\nPublic Interest Foundation SBC Medical Promotion Foundation \n 30  \n 36 \n\nSBC Shonan Osteopathic Clinic Inc. \n —  \n 4 \n\nSBC Irvine MC \n —  \n 693,850 \n\nGeneral Incorporated Association SBC \n 5,171  \n — \n\nSBC Kijimadaira Resort Inc. \n —  \n 336,176 \n\nMedical Corporation Misakikai \n 73,734  \n — \n\nGeneral Incorporated Association Miotokai \n 5,267  \n — \n\nTotal \n$27,511,730  \n$28,846,680 \n\n \n\nShort-term investments \nDecember 31,\n\n2025  \nDecember 31,\n\n2024 \n\nMEDIROM Healthcare Technologies Inc. \n$319,193  \n$    — \n\nTotal \n$319,193  \n$— \n\n \n\n32\n\n \n\n \n\nFinance lease receivables \nDecember 31,\n\n2025  \nDecember 31,\n\n2024 \n\nMedical Corporation Shobikai \n$4,830,319  \n$1,877,291 \n\nMedical Corporation Kowakai \n 5,586,393  \n 2,490,705 \n\nMedical Corporation Nasukai \n 6,633,510  \n 3,872,683 \n\nMedical Corporation Aikeikai \n 2,206,227  \n 1,047,821 \n\nMedical Corporation Ritz Cosmetic Surgery \n 1,885,804  \n 2,479,771 \n\nMedical Corporation Jukeikai \n 953,857  \n 500,244 \n\nMedical Corporation Association Furinkai \n 1,432,106  \n 1,891,412 \n\nMedical Corporation Association Junikai \n 3,033,529  \n 197,452 \n\nSBC Shonan Osteopathic Clinic Inc. \n 17,123  \n 32,788 \n\nTotal \n 26,578,868  \n 14,390,167 \n\nLess: current portion \n (12,832,355) \n (5,992,585)\n\nNon-current portion \n$13,746,513  \n$8,397,582 \n\n \n\nDue from related party, net \nDecember 31,\n\n2025  \nDecember 31,\n\n2024 \n\nSBC Irvine MC \n$2,762,999  \n$2,836,013 \n\nLess: allowance for credit loss \n (2,762,999) \n (2,836,013)\n\nTotal \n$—  \n$— \n\n \n\nLong-term investments in MCs \nDecember 31,\n\n2025  \nDecember 31,\n\n2024 \n\nMedical Corporation Shobikai \n$6,384  \n$6,378 \n\nMedical Corporation Kowakai \n 6,384  \n 6,378 \n\nMedical Corporation Nasukai \n 6,384  \n 6,378 \n\nMedical Corporation Aikeikai \n 6,384  \n 6,378 \n\nMedical Corporation Jukeikai \n 6,866,219  \n 6,859,913 \n\nMedical Corporation Ritz Cosmetic Surgery \n 10,945,538  \n 10,935,485 \n\nTotal \n$17,837,293  \n$17,820,910 \n\n \n\nAccounts payable \nDecember 31,\n\n2025  \nDecember 31,\n\n2024 \n\nJapan Medical & Beauty Inc. \n$48,839  \n$659,044 \n\nMedical Corporation Shobikai \n 230,354  \n — \n\nMedical Corporation Kowakai \n 101,565  \n — \n\nMedical Corporation Nasukai \n 127,750  \n — \n\nMedical Corporation Aikeikai \n 57,068  \n — \n\nMedical Corporation Jukeikai \n 8,718  \n — \n\nMedical Corporation Association Furinkai \n 11,674  \n — \n\nMedical Corporation Ritz Cosmetic Surgery \n 10,462  \n — \n\nGeneral Incorporated Association SBC \n 536  \n — \n\nSBC Tokyo Medical University \n 31,919  \n — \n\nSBC Shonan Osteopathic Clinic Inc. \n 958  \n — \n\nMedical Corporation Association Misakikai \n 21,620  \n — \n\nTotal \n$651,463  \n$659,044 \n\n \n\nAdvances from customers \nDecember 31,\n\n2025  \nDecember 31,\n\n2024 \n\nMedical Corporation Shobikai \n$1,712,820  \n$5,076,300 \n\nMedical Corporation Kowakai \n 1,145,776  \n 1,801,034 \n\nMedical Corporation Nasukai \n 1,098,435  \n 1,745,069 \n\nMedical Corporation Aikeikai \n 430,305  \n 379,931 \n\nMedical Corporation Jukeikai \n 100,808  \n 140,170 \n\nMedical Corporation Ritz Cosmetic Surgery \n 64,569  \n 45,701 \n\nSBC Shonan Osteopathic Clinic Inc. \n —  \n 16,395 \n\nMedical Corporation Association Furinkai \n 370,797  \n 940,007 \n\nMedical Corporation Association Junikai \n 433,711  \n 1,594,926 \n\nTotal \n$5,357,221  \n$11,739,533 \n\n \n\n33\n\n \n\n \n\nNotes payables \nDecember 31,\n\n2025  \nDecember 31,\n\n2024 \n\nMedical Corporation Shobikai \n$—  \n$4,653 \n\nMedical Corporation Kowakai \n —  \n 14,672 \n\nMedical Corporation Nasukai \n —  \n 8,827 \n\nMedical Corporation Aikeikai \n —  \n 2,236 \n\nMedical Corporation Ritz Cosmetic Surgery \n —  \n 1,201 \n\nTotal \n —  \n 31,589 \n\nLess: current portion \n —  \n (26,255)\n\nNon-current portion \n$—  \n$5,334 \n\n \n\nDue to related party \nDecember 31,\n\n2025  \nDecember 31,\n\n2024 \n\nYoshiyuki Aikawa \n$2,692,673  \n$2,823,590 \n\nTotal \n$2,692,673  \n$2,823,590 \n\n \n\n  \nFor the Years Ended December 31, \n\nAllowance for credit loss movement \n2025  \n2024 \n\nBeginning balance \n$2,836,013  \n$3,238,209 \n\nProvision for credit loss \n —  \n 622,804 \n\nReversal of credit loss \n (73,014) \n (1,025,000)\n\nEnding balance \n$2,762,999  \n$2,836,013 \n\n \n\nThe\nbalances of due to and due from related parties represent outstanding loans from and to related parties, respectively, as of December\n31, 2025 and 2024. These loans are non-secured, interest-free and due on demand.\n\n \n\nFor\nthe year ended December 31, 2025, the Company paid officer compensation of approximately JPY240 million ($1,604,028) to Yoshiko Aikawa,\nthe CEO of the Company’s subsidiaries and mother of the Company’s CEO, and recorded it in selling, general and administrative\nexpenses.\n\n \n\n*Waqoo*\n\n \n\nOn\nJanuary 1, 2024, the Company obtained 353,600 shares of common stock of Waqoo, Inc. (“Waqoo”), representing approximately\n9.49% of Waqoo’s equity interest, through a share exchange agreement in connection with the disposal of a subsidiary, Cell Pro\nJapan Co., Ltd. (“Cell Pro Japan”). Waqoo is listed on the Tokyo Stock Exchange (Stock Code: 4937), and the CEO of the Company\nis a non-controlling shareholder with more than 10% of Waqoo’s equity interest.\n\n \n\nOn\nDecember 19, 2025, the Company acquired an additional 575,052 shares through a tender offer, at a price of JPY1,900 per share for a total\nconsideration of JPY1.09 billion ($6.98 million), and 989,802 shares pursuant to a share transfer agreement with the Company’s\nCEO (an off-market transaction outside of the tender offer), at a price of JPY1,445 per share for a total consideration of JPY1.43 billion\n($9.13 million). The Company’s ownership of Waqoo thereby increased to approximately 54.3%, and Waqoo and its subsidiary, Cell\nPro Japan, became subsidiaries of the Company. The Company recorded a remeasurement gain of $815,328 on its previously held equity interest\nin Waqoo at the acquisition date fair value.\n\n \n\n*Disposal\nof SBC Kijimadaira Resort Inc. and Skynet Academy Co., Ltd.*\n\n \n\nOn\nDecember 23, 2024, the Company disposed of its subsidiary, SBC Kijimadaira Resort Inc. (“Kijima”) to SBC Inc., a company\ncontrolled by the CEO of the Company, who is also the controlling shareholder of the Company, for a cash consideration of JPY 1. In connection\nwith this transaction, Kijima’s existing loans of JPY826,000,000 ($5,268,227) from SBC Inc. were deemed effectively settled as\na result of the disposal.\n\n \n\n34\n\n \n\n \n\nOn\nDecember 23, 2024, the Company disposed of its subsidiary, Skynet Academy Co., Ltd. (“Skynet”), to Hariver Inc., a company\ncontrolled by the CEO of the Company, who is also the controlling shareholder of the Company, for a cash consideration of JPY70,000,000\n($446,460).\n\n \n\nThe\nconsideration received in excess of the net book value of net assets disposed, totaling $1,473,571 for Kijima and Skynet, was included\nas a deemed contribution in connection with disposal of subsidiaries in the Company’s consolidated statements of changes in stockholders’\nequity, including the derecognition of goodwill of $1,724,040. The disposal of Kijima and Skynet did not constitute a strategic shift\nthat would have a major effect on the Company’s operations and financial results. As a result, the results of operations for Kijima\nand Skynet were not reported as discontinued operations.\n\n \n\n*Aircraft\nSales*\n\n \n\nIn\nJune 2025, the Company entered into a memorandum of sale for an aircraft pursuant to the property sales agreement dated August 18, 2023\nwith General Incorporated Association SBC, an entity controlled by the CEO of the Company, who\nis also the controlling shareholder of the Company. The original sale price was increased by approximately $10.35 million,\nwhich was recorded as a deemed contribution in connection with price modification on disposal of property and equipment in the Company’s\nconsolidated statements of changes in stockholders’ equity.\n\n \n\n*MEDIROM\nNotes*\n\n \n\nIn\nDecember 2025, the Company purchased unsecured convertible bonds issued by MEDIROM of with a principal amount of JPY50,000,000 ($334,173\nwhen purchased). The bonds bear interest at 2% per annum, mature on June 30, 2026 with an option for extension to December 25, 2026,\nat the issuer’s discretion, and are convertible into common shares of MEDIROM at a conversion price of JPY343 per common share,\nsubject to customary adjustments upon the occurrence of certain events. The bonds were classified as available-for-sale debt securities\nand recorded as short-term investments - related parties.\n\n \n\n*Employment\nAgreements*\n\n \n\nPlease\nsee the description of the employment agreements between the Company and its executive officers under “Executive Compensation—Executive\nEmployment Agreements.”\n\n \n\n*Indemnification\nAgreements*\n\n \n\nOn\nSeptember 17, 2024, the Company entered into indemnification agreements with each of its directors containing provisions which are in\nsome respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law (“DGCL”).\nThe indemnification agreements will require the Company, among other things, to indemnify its directors against certain liabilities that\nmay arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against\nthem as to which they could be indemnified.\n\n \n\n*Registration\nRights*\n\n \n\nIn\nconnection with the closing of the Business Combination, the Company entered into registration rights agreements, with certain investors,\nincluding with Dr. Aikawa, providing for the right to demand registrations, piggy-back registrations and shelf registrations. The registration\nrights agreements contain reciprocal provisions on indemnification and contribution as between the Company and each applicable investor\nparty. Additionally, the Company will bear the expenses incurred in connection with the filing of any such registration statements. On\nApril 19, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company,\nDr. Yoshiyuki Aikawa, the Company’s CEO and Chairman of the board of directors, as selling stockholder (the “Selling Stockholder”)\nand Maxim Group LLC, as representative of the several underwriters named in Schedule 1 thereto (the “Underwriters”), relating\nto an underwritten offering of 3,100,000 shares of the Company’s common stock pursuant to the Company’s Registration Statement\non Form S-3 (File No. 333-292451). The offering closed on April 21, 2026, and the closing in respect of the Underwriters’ 45-day\noption to purchase up to an additional 465,000 shares closed on April 28, 2026. The Company did not sell any Shares in the offering and\ndid not receive any proceeds from the offering.\n\n** **\n\n35\n\n \n\n \n\nREPORT\nOF AUDIT COMMITTEE\n\n \n\nThe\naudit committee of the board of directors, which consists entirely of directors who meet the independence and experience requirements\nof Nasdaq, has furnished the following report:\n\n \n\nThe\naudit committee assists the board of directors in overseeing and monitoring the integrity of our financial reporting process, compliance\nwith legal and regulatory requirements and the quality of internal and external audit processes. This committee’s role and responsibilities\nare set forth in our charter adopted by the board of directors, which is available on our website at https://ir.sbc-holdings.com/board-committees/.\nThis committee reviews and reassesses its charter annually and recommends any changes to the board of directors for approval. The audit\ncommittee is responsible for overseeing our overall financial reporting process, and for the appointment, compensation, retention, and\noversight of the work of MaloneBailey, LLP, our independent registered public accounting firm. In fulfilling its responsibilities for\nthe financial statements for fiscal year 2025, the audit committee took the following actions:\n\n \n\n●Reviewed\nand discussed the audited financial statements for the fiscal year ended December 31, 2025\nwith management and MaloneBailey, LLP;\n\n \n\n●Discussed\nwith MaloneBailey, LLP the matters required to be discussed in accordance with applicable\nstandards adopted by the Public Company Accounting Oversight Board (“PCAOB”)\nand the SEC*;* and\n\n \n\n●Received\nwritten disclosures and the letter from MaloneBailey, LLP regarding its independence as required\nby applicable requirements of the PCAOB regarding MaloneBailey, LLP’s communications\nwith the audit committee and the audit committee further discussed with MaloneBailey, LLP\ntheir independence. The audit committee also considered the status of pending litigation,\ntaxation matters and other areas of oversight relating to the financial reporting and audit\nprocess that the committee determined appropriate.\n\n \n\nBased\non the audit committee’s review of the audited financial statements and discussions with management and MaloneBailey, LLP, the\naudit committee recommended to the board of directors that the audited financial statements be included in our Annual Report on Form\n10-K for the fiscal year ended December 31, 2025 for filing with the SEC.\n\n \n\n**Members\nof the Audit Committee**\n\n \n\nFumitoshi\nFujiwara\n\n \n\nKen\nEdahiro\n\n \n\nMike\nSayama, Ph.D.\n\n \n\n36\n\n \n\n \n\nPROPOSAL\nNO. 1\n\nELECTION OF DIRECTORS\n\n \n\nUpon the recommendation\nof our nominating and corporate governance committee, our board of directors nominated four of our incumbent directors, Yoshiyuki Aikawa,\nKen Edahiro, Fumitoshi Fujiwara and Yuya Yoshida for election at the 2026 annual meeting to serve until the 2027 annual meeting. Biographical\ninformation of each of the nominees is provided under “Management” elsewhere in this proxy statement.\n\n \n\nUnless\nauthority to vote for any of these nominees is withheld, the shares represented by a validly submitted proxy will be voted **FOR**the\nelection of each director. In the event that any nominee becomes unable or unwilling to serve, the shares represented by a validly submitted\nproxy will be voted for the election of such other person as the board of directors may recommend in such nominee’s place unless\nwithheld for any such departing nominee. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.\n\n \n\nA\nplurality of votes cast is required to elect each nominee as a director.\n\n \n\nThere\nare no family relationships among the directors, director nominees and any executive officer.\n\n** **\n\n**THE\nBOARD OF DIRECTORS RECOMMENDS THE ELECTION OF EACH DIRECTOR NAMED ABOVE, AND VALIDLY SUBMITTED PROXIES SOLICITED BY THE BOARD OF DIRECTORS\nWILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.**\n\n** **\n\n37\n\n \n\n \n\nProposal\nNo. 2\n\nRATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\n \n\nThe\naudit committee has appointed MaloneBailey, LLP, as our independent registered public accounting firm, to audit our financial statements\nfor the fiscal year ending December 31, 2026.\n\n \n\nMaloneBailey,\nLLP served as the independent registered public accounting firm of Legacy SBC prior to the Business Combination for the fiscal years\nending 2021, 2022 and 2023. In connection with the Business Combination, Marcum LLP (“Marcum”), Pono’s independent\nregistered public accounting firm prior to the Business Combination, was informed that it would be dismissed on September 19, 2024 and\nreplaced by MaloneBailey, LLP as the Company’s independent registered public accounting firm.\n\n \n\nThe\naudit report of Marcum on the financial statements of Pono, the Company’s legal predecessor, as of December 31, 2023 and 2022,\nand for the year ended December 31, 2023 and for the period from March 11, 2022 (inception) to December 31, 2022, did not contain an\nadverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope, or accounting principles\nexcept for an explanatory paragraph in such report regarding substantial doubt about Pono’s ability to continue as a going concern.\n\n \n\nDuring\nthe period from March 11, 2022 (date of inception) through December 31, 2023, and the subsequent interim periods through June 30, 2024,\nthere were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing\nscope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make a reference in connection\nwith their opinion to the subject matter of the disagreement or reportable events as defined in Item 304(a)(1)(v) of Regulation S-K (“Regulation\nS-K”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a previously disclosed\nmaterial weakness in Pono’s internal control over financial reporting identified by Pono, which resulted in the restatement of\nPono’s financial statements for certain interim periods.\n\n \n\nMost\nrecently, in deciding to appoint MaloneBailey, LLP, the audit committee reviewed auditor independence issues and existing commercial\nrelationships with MaloneBailey, LLP and concluded that MaloneBailey, LLP has no commercial relationship with the Company that would\nimpair its independence for the fiscal year ending December 31, 2026.\n\n \n\nThe\nfollowing table presents fees for professional audit services rendered by MaloneBailey, LLP for the audit of the Company’s financial\nstatements for the fiscal years ended December 31, 2025 and December 31, 2024.\n\n \n\n  \n2025  \n2024 \n\nAudit Fees(1) \n$1,405,797  \n$1,531,727 \n\nAudit-Related Fees \n -  \n - \n\nTax Fees \n -  \n - \n\nAll Other Fees \n -  \n - \n\nTotal \n$1,405,797  \n$1,531,727 \n\n \n\n \n(1)\nAudit\nfees consisted of fees billed for professional services rendered for the audit of our year-end financial statements and reviews of\nour quarterly interim financial statements filed with the SEC, as well as work generally only the independent registered public accounting\nfirm can reasonably be expected to provide, such as consents and review of documents filed with the SEC, including certain 8-K filings.\n\n \n\n38\n\n \n\n** **\n\n**Policy\non Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Public Accountant**\n\n  \n\nConsistent\nwith SEC policies regarding auditor independence, the audit committee has responsibility for appointing, setting compensation and overseeing\nthe work of our independent registered public accounting firm. In recognition of this responsibility, the audit committee has established\na policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm.\n\n \n\nPrior\nto engagement of an independent registered public accounting firm for the next year’s audit, management will submit an aggregate\nof services expected to be rendered during that year for each of four categories of services to the audit committee for approval.\n\n \n\n1.\n**Audit**services include audit work with respect to the financial statements, as well as work that generally only an independent\nregistered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services\nand consultation regarding financial accounting and/or reporting standards.\n\n \n\n2.\n**Audit-Related**services are for assurance and related services that are traditionally performed by an independent registered\npublic accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures\nrequired to meet certain regulatory requirements.\n\n \n\n3.\n**Tax**services include all services performed by an independent registered public accounting firm’s tax personnel except\nthose services specifically related to the audit of the financial statements, and include fees in the areas of tax compliance, tax planning,\nand tax advice.\n\n \n\n4.\n**Other Fees** are those associated with services not captured in the other categories. We generally do not request such services\nfrom our independent registered public accounting firm.\n\n \n\nPrior\nto engagement, the audit committee pre-approves these services by category of service. The fees are budgeted and the audit committee\nrequires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout\nthe year by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered\npublic accounting firm for additional services not contemplated in the original pre-approval. In those instances, the audit committee\nrequires specific pre-approval before engaging our independent registered public accounting firm.\n\n \n\nThe\naudit committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must\nreport, for informational purposes only, any pre-approval decisions to the audit committee at its next scheduled meeting. Our audit committee\npre-approved all of the services provided by our independent registered public accounting firms for the years ended December 31, 2025\nand 2024.\n\n \n\nIn\nthe event the stockholders do not ratify the appointment of MaloneBailey, LLP as our independent registered public accounting firm, the\naudit committee will reconsider its appointment.\n\n \n\nThe\naffirmative vote of a majority of the outstanding shares of common stock entitled to vote on this proposal is required\nto ratify the appointment of the independent registered public accounting firm.\n\n** **\n\n**THE\nBOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF MALONEBAILEY, LLP AS OUR INDEPENDENT REGISTERED PUBLIC\nACCOUNTING FIRM, AND VALIDLY SUBMITTED PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH RATIFICATION UNLESS\nA STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.**\n\n** **\n\n39\n\n \n\n \n\nProposal\nNo. 3\n\n \n\n**AMENDMENT TO OUR CURRENT CHARTER TO eliminate the provision specifying that directors\nare elected by a plurality of the votes cast by stockholders**\n\n \n\nThe\nCompany’s stockholders are being asked to consider and vote on a proposal to adopt an amendment to our Current Charter to eliminate\nthe provision specifying that directors are elected by a plurality of the votes cast by stockholders. The provision specifying the\nplurality vote for the election of directors appears in Section 7(c) of our Current Charter.\n\n \n\nAs part of the board of\ndirector’s ongoing review of the Company’s corporate governance practices, the board of directors has determined that it\nis in the best interests of the Company and its stockholders that a majority vote standard apply for director elections. Although\nthe plurality voting standard is the default under the DGCL, many public companies have adopted so-called “majority\nvoting” bylaws, which provide that, in any uncontested election, directors will be elected by a majority of the votes cast for\nor against their election. As a result of this amendment, directors will be elected in accordance with the provisions set forth in\nour bylaws. Our bylaws currently provide that directors will be elected by a majority of the votes cast except, in the case\nof a contested election, where directors are elected by a plurality of the votes cast. a “contested election” is\ngenerally defined as one in which we have received notice that a stockholder has nominated a person for election to our board of\ndirectors and the nomination has not been withdrawn ten days before we first mail notice of the meeting of stockholders at which\ndirectors are to be elected.\n\n \n\nAccordingly,\nthe Board has adopted and declared this proposal advisable.\n\n \n\nThe\nforegoing description of this Proposal 3 should be read in connection with the applicable provisions found in the proposed amendment\nand restatement of our Current Charter, which is attached as Appendix B to this proxy statement and is marked to show such proposed modifications,\nas well as additional proposed modifications to be voted on in Proposals Nos. 4 - 7.\n\n \n\nThe\naffirmative vote of a majority of our outstanding shares of common stock entitled to vote on this proposal is required to approve Proposal\nNo. 3.\n\n \n\nIf\nProposal 3 is approved, commencing with the election of directors occurring at our 2027 annual meeting of stockholders, the voting\nstandard for the election set forth in our bylaws, which is currently the majority voting standard described above, will apply to\nelections of directions.\n\n \n\nIf adopted and implemented,\nthe amendment in Proposal No. 3 would become effective upon the filing of an Amended and Restated Certificate of Incorporation (the “Restated\nCharter”) with the Secretary of State of the State of Delaware reflecting the changes adopted in this Proposal No. 3, along with\nall changes adopted by the Company’s stockholders in Proposals Nos. 4, 5, 6, and 7, which changes are also reflected\nin Annex B to this Proxy Statement. We expect to file the Restated Charter with the Delaware Secretary of State promptly following the\nannual meeting if one or more of Proposal Nos. 3 – 7 are approved by our stockholders. The approval by stockholders of\nany of Proposal Nos. 3 – 7 will constitute the approval of the filing of the Restated Charter containing the amendments corresponding\nto the Proposals so approved. If this Proposal No. 3 is not approved, the corresponding amendments reflected in Annex B will not\nbe included in the Restated Charter. The description of the amendments in Proposal No. 3 is qualified in its entirety by reference to\nthe text of the proposed revisions, which are set forth in Annex B to this Proxy Statement. Additions are indicated by underlining, and\ndeletions are indicated by strikeouts. The adoption of the amendment in this Proposal No. 3 is not contingent on the approval\nof any other proposal described in this Proxy Statement. For the avoidance of doubt, notwithstanding stockholder approval of this Proposal\nNo. 3, our Board will have discretion (i) as to whether to file one form of the Restated Charter containing all such changes to our Current\nCharter that are adopted by the stockholders at the annual meeting and (ii) to elect to abandon the amendments in this Proposal No. 3\nprior to implementation, if it determines, in its sole discretion, that such amendments are no longer in the best interests of the Company\nand its stockholders.\n\n** **\n\n**THE\nBOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE AMENDMENT TO THE COMPANY’S CURRENT CHARTER TO ELIMINATE\nTHE PROVISION SPECIFYING THAT DIRECTORS ARE ELECTED BY A PLURALITY OF THE VOTES CAST (ALONG WITH THE AMENDMENTS APPROVED PURSUANT\nTO PROPOSAL NOS. 4 – 7), AND VALIDLY SUBMITTED PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF\nSUCH AMENDMENT UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.**\n\n \n\n40\n\n \n\n** **\n\nProposal\nNo. 4\n\n \n\n**AMENDMENT TO OUR CURRENT CHARTER TO remove the provision stating that directors may be\nremoved only for cause**\n\n \n\nThe\nCompany’s stockholders are being asked to consider and vote on a proposal to adopt an amendment to our Current Charter to\neliminate the provision stating that directors may be removed only for cause. The provision stating that directors may be removed\nonly for cause appears in Section 7(f) of our Current Charter. In general, under the DGCL, a director may be removed with or without\ncause unless the corporation’s board is divided into two or three classes of directors with staggered terms. In 2025, our board\nceased to be classified; however, our Current Charter continues to state that directors may be removed only for cause. On February\n11, 2026, a purported stockholder of the Company filed a class action complaint against the Company and members of its board of directors\nin the Court of Chancery of the State of Delaware, captioned Keith Jones v. SBC Medical Group Holdings Incorporated, et al, C.A. No.\n2026-0193-PAF (Del. Ch.), seeking a declaratory judgment that the provision of the Current Charter stating that any director or the entire\nboard of directors of the Company may be removed from office only for cause violates Section 141(k) of the DGCL and Delaware common law.\nThe complaint seeks class certification, a declaration that the removal provision is voidable and invalid, an injunction preventing the\nCompany and the director defendants from attempting to enforce the removal provision, an award of attorneys’ fees and costs, and\nother relief as the court may deem just and proper. The Company cannot reasonably estimate a range of loss for this action as of the\ndate the unaudited consolidated financial statements are issued.\n\n \n\nAccordingly,\nthe Board has adopted and declared this proposal advisable.\n\n \n\nThe\nforegoing description of this Proposal 4 should be read in connection with the applicable provisions found in the proposed amendment\nand restatement of our Current Charter, which is attached as Appendix B and is marked to show such proposed modifications, as well as\nadditional proposed modifications to be voted on in Proposal Nos. 3, 5, 6 and 7.\n\n \n\nThe\naffirmative vote of a majority of our outstanding shares of common stock entitled to vote on this proposal is required to approve Proposal\nNo. 4.\n\n \n\nIf adopted and implemented,\nthe amendment in Proposal No. 4 would become effective upon the filing of the Restated Charter with the Secretary of State of the State\nof Delaware reflecting the changes adopted in this Proposal No. 4, along with all changes adopted by the Company’s stockholders\nin Proposal Nos. 3, 5, 6 and 7. We expect to file the Restated Charter promptly following the annual meeting if one or more of Proposals\nNos. 3 – 7 is approved by our stockholders. If this Proposal No. 4 is not approved, the corresponding amendments reflected in Annex\nB will not be implemented. The description of the amendments in Proposal No. 4 is qualified in its entirety by reference to the text\nof the proposed revisions, which are set forth in Annex B to this Proxy Statement. Additions are indicated by underlining, and deletions\nare indicated by strikeouts. The adoption of the amendment in this Proposal No. 4 is not contingent on the approval of any other\nproposal described in this Proxy Statement. For the avoidance of doubt, notwithstanding stockholder approval of this Proposal No. 4,\nour Board will have discretion (i) as to whether to file one form of Restated Charter containing all such changes to our Current Charter\nthat are adopted by the stockholders at the annual meeting and (ii) to elect to abandon the amendments in this Proposal No. 4 prior to\nimplementation, if it determines, in its sole discretion, that such amendments are no longer in the best interests of the Company and\nits stockholders.\n\n** **\n\n**THE\nBOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE AMENDMENT TO THE COMPANY’S CURRENT CHARTER TO eliminate\nthe provision stating that directors may be removed ONLY FOR CAUSE (ALONG WITH THE AMENDMENTS APPROVED PURSUANT TO PROPOSAL NOS. 3,\n5, 6 and 7), AND VALIDLY SUBMITTED PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH AMENDMENT UNLESS\nA STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.**\n\n \n\n41\n\n \n\n \n\nProposal\nNo. 5\n\n \n\n**AMENDMENT TO OUR CURRENT CHARTER TO opt out of Section 203 of the DGCL**\n\n \n\nThe\nCompany’s stockholders are being asked to consider and vote on a proposal to adopt an amendment to our Current Charter pursuant\nto which we will elect not to be governed by Section 203 of the DGCL, which is Delaware’s anti-takeover statute.  The Company’s\nelection not to be governed by the provisions of Section 203 appears in Section 15 of the Restated Charter.\n\n \n\nIn\ngeneral, Section 203 of the DGCL restricts certain “business combinations” (which generally includes mergers, asset sales\nand other transactions) between the corporation and its subsidiaries, on the one hand, and an “interested stockholder” (which\nis defined generally as a person that, together with the person’s affiliates and associates, owns 15% or more of the Company’s\noutstanding voting stock), on the other hand, for a period of three years following the date such person became an interested stockholder,\nunless (i) prior to the time such person became an interested stockholder, the board of directors either approved the business combination\nor the transaction by which the person became an interested stockholder, (ii) upon the consummation of a transaction that resulted in\nsuch person becoming an interested stockholder, such person owned at least 85% of the voting stock of the corporation outstanding at\nthe time the transaction commenced, or (iii) at or after the time the business combination with such interested person is approved by\nthe board, it is approved by the vote of the holders of 66 2/3% of the outstanding voting stock not owned by such interested stockholder. \n\n \n\nSection\n203 applies by default to corporations with a class of stock listed on a national securities exchange and that have not validly adopted\na provision in their certificate of incorporation electing not to be governed by Section 203.  Because SBC has a class of stock\nlisted on a national securities exchange and has not opted out of the statute, it is currently governed by Section 203. \n\n \n\nAn\namendment to our Current Charter containing a provision to “opt-out” of Section 203 will not become effective until 12 months\nafter the amendment is filed with the Secretary of State of the State of Delaware.  By virtue of the effectiveness of such an “opt-out,”\na person who is or becomes the owner of 15% or more of SBC’s voting stock could effect a business combination without waiting the\nthree-year period to effect the transaction and without obtaining the increased stockholder vote otherwise required by Section 203 of\nthe DGCL to effect the business combination. \n\n \n\nAccordingly,\nthe Board has adopted and declared this proposal advisable.\n\n \n\nThe\nforegoing description of this Proposal 5 should be read in connection with the applicable provisions found in the proposed amendment\nand restatement of our Current Charter, which is attached as Appendix B to this proxy statement and which is marked to show the addition\nof a “Section 203 opt-out” provision, as well as additional proposed modifications to be voted on in Proposals Nos. 3, 4,\n6 and 7.\n\n \n\nThe\naffirmative vote of a majority of our outstanding shares of common stock entitled to vote on this proposal is required to approve Proposal\nNo. 5.\n\n \n\nIf adopted and implemented,\nthe amendment in Proposal No. 5 would become effective 12 months after the date and time at which the Restated Charter containing the\namendment approved by this Proposal No. 5, along with all changes adopted by the Company’s stockholders in Proposals Nos. 3, 4,\n6 and 7, is filed with the Secretary of State of the State of Delaware. We expect to file the Restated Charter with the Delaware\nSecretary of State promptly following the annual meeting if one or more of Proposal Nos. 3 – 7 is approved by our stockholders.\nIf this Proposal 5 is not approved, the corresponding amendments reflected in Annex B will not be implemented. The description of the\namendments in Proposal No. 5 is qualified in its entirety by reference to the text of the proposed revisions, which are set forth in\nAnnex B to this Proxy Statement. Additions are indicated by underlining, and deletions are indicated by strikeouts. The adoption of the\namendment in this Proposal No. 5 is not contingent on the approval of any other proposal described in this Proxy Statement. For\nthe avoidance of doubt, notwithstanding stockholder approval of this Proposal No. 5, our Board will have discretion (i) as to whether\nto file one form of Restated Charter containing all such changes to our Current Charter that are adopted by the stockholders at the annual\nmeeting and (ii) to elect to abandon the amendments in this Proposal No. 5 prior to implementation, if it determines, in its sole discretion,\nthat such amendments are no longer in the best interests of the Company and its stockholders.\n\n \n\n**THE\nBOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE AMENDMENT TO THE COMPANY’S CURRENT CHARTER TO opt\nout of Section 203 of the DGCL (ALONG WITH THE AMENDMENTS APPROVED PURSUANT TO PROPOSAL NOS. 3, 4, 6 and 7), AND\nVALIDLY SUBMITTED PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH AMENDMENT UNLESS A STOCKHOLDER INDICATES\nOTHERWISE ON THE PROXY.**\n\n \n\n42\n\n \n\n \n\nProposal No. 6\n\n \nAMENDMENT\nTO OUR CURRENT CHARTER TO PROVIDE FOR EXCULPATION OF OFFICERS\n\n \n\nThe Company’s\nstockholders are being asked to consider and vote on a proposal to adopt an amendment to our Current Charter to provide for\nexculpation of our officers from personal liability for monetary damages for breach of fiduciary duty to the fullest extent\npermitted by law. The amendment would alter the exculpation provision in our Current Charter that governs exculpation to clarify\nthat such exculpation applies to our officers in addition to our directors and by providing that the exculpatory clause protection\napplies to the fullest extent permitted by law. The revised exculpation provision appears in Section 11 of the Restated\nCharter.\n\n \n\nSection 102(b)(7) of the DGCL\nhas long permitted a Delaware corporation to include a provision in its certificate of incorporation eliminating the personal liability\nof directors for breaches of fiduciary duties, subject to various exceptions. Because Section 102(b)(7) did not historically extend to\nofficers, stockholder plaintiffs, to avoid dismissal of certain claims, have employed a tactic of bringing claims against officers that,\nif brought against directors, would have been dismissed due to the exculpatory provision.\n\n \n\nTo address inconsistent treatment\nbetween officers and directors and address rising litigation and insurance costs for shareholders, an amendment to Section 102(b)(7)\nwas adopted, effective August 1, 2022, to permit a corporation’s certificate of incorporation to include a provision eliminating\nor limiting monetary liability for breach of fiduciary duty of the following officers in certain circumstances: (i) a company’s\npresident, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief\naccounting officer; (ii) an individual identified in public filings as one of the most highly compensated officers of the company; and\n(iii) an individual who, by written agreement with the company, has consented to be identified as an officer for purposes of Delaware’s\nlong-arm jurisdiction statute. Consistent with Section 102(b)(7) of the DGCL, the amendment contemplated by this Proposal No. 6 would\npermit exculpation of such officers only for monetary damages of breaches of the fiduciary duty of care in any direct claim. The DGCL\ndoes not permit exculpation of officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that\ninvolve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit.\nThe DGCL also does not permit exculpation of such officers from liability for claims brought by or in the right of the corporation, such\nas derivative claims, which preserves the Board’s right to pursue derivative claims against the officers of the Company as the\nBoard deems proper and advisable.\n\n \n\nThe Board further believes\nthat, beyond the legal merits of pursuing this amendment, aligning the protections available to the company’s officers with those\ncurrently available to its directors is necessary in order to attract and retain top talent and empower our officers to exercise their\nbusiness judgment in furtherance of shareholder interests without the potential for distraction posed by the risk of personal liability.\nThe nature of the role of the company’s officers often requires them to make decisions on crucial matters, frequently in response\nto time-sensitive opportunities and challenges, which can create substantial risk of lawsuits seeking to impose personal liability with\nthe benefit of hindsight and regardless of merit. The amendment contemplated by this Proposal No. 6 could also reduce future litigation\ncosts and indemnification expenses for the company associated with frivolous lawsuits, the costs of which are often borne by the company\neither directly through indemnification or indirectly through increased directors’ and officers’ insurance premiums.\n\n \n\nAccordingly, the Board has adopted\nand declared this proposal advisable.\n\n \n\nThe foregoing description of\nthis Proposal 6 should be read in connection with the applicable provisions found in the proposed amendment and restatement of our Current\nCharter, which is attached as Appendix B and is marked to show such proposed modifications, as well as additional proposed modifications\nto be voted on in Proposal Nos. 3, 4, 5 and 7.\n\n \n\nThe affirmative vote of a majority\nof our outstanding shares of common stock entitled to vote on this proposal is required to approve Proposal No. 6.\n\n \n\nIf adopted and implemented,\nthe amendment in Proposal No. 6 would become effective upon the filing of the Restated Charter with the Secretary of State of the State\nof Delaware reflecting the changes adopted in this Proposal No. 6, along with all changes adopted by the Company’s stockholders\nin Proposal Nos. 3, 4, 5, and 7. We expect to file the Restated Charter promptly following the annual meeting if one or more of Proposals\nNos. 3 – 7 is approved by our stockholders. If this Proposal No. 6 is not approved, the corresponding amendments reflected in Annex\nB will not be implemented. The description of the amendments in Proposal No. 6 is qualified in its entirety by reference to the text\nof the proposed revisions, which are set forth in Annex B to this Proxy Statement. Additions are indicated by underlining, and deletions\nare indicated by strikeouts. The adoption of the amendment in this Proposal No. 6 is not contingent on the approval of any other proposal\ndescribed in this Proxy Statement. For the avoidance of doubt, notwithstanding stockholder approval of this Proposal No. 6, our Board\nwill have discretion (i) as to whether to file one form of Restated Charter containing all such changes to our Current Charter that are\nadopted by the stockholders at the annual meeting and (ii) to elect to abandon the amendments in this Proposal No. 6 prior to implementation,\nif it determines, in its sole discretion, that such amendments are no longer in the best interests of the Company and its stockholders.\n\n \n\n**THE BOARD OF DIRECTORS RECOMMENDS\nA VOTE FOR THE ADOPTION OF THE AMENDMENT TO THE COMPANY’S CURRENT CHARTER TO exculpate\nour officers FROM PERSONAL LIABILITY for breach of fiduciary duty TO THE FULLEST\nEXTENT PERMITTED BY LAW, (ALONG WITH THE AMENDMENTS APPROVED PURSUANT TO PROPOSAL NOS. 3 – 5 AND 7) AND VALIDLY\nSUBMITTED PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH AMENDMENT UNLESS A STOCKHOLDER INDICATES OTHERWISE\nON THE PROXY.**\n\n \n\n43\n\n \n\n \n\nProposal\nNo. 7\n\n \n\n**AMENDMENT OUR CURRENT CHARTER TO make other technical changes to our current charter**\n\n \n\nThe\nCompany’s stockholders are being asked to consider and vote on a proposal to adopt amendments to our Current Charter to\nmake other technical changes that are intended to modernize and streamline our Current Charter. \n\n \n\nThe\nadditional proposed amendments to the Current Charter are designed to clarify and confirm the operation of certain provisions, consistent\nwith the DGCL and best practices, including by eliminating superfluous provisions that are adequately addressed by Delaware law and are\ncustomarily excluded from public company certificates of incorporation.  Among other things, the proposed amendments:\n\n \n\n●Eliminate\nthe enumeration in our Current Charter of the specific powers and purposes of the Company\nin favor of a general statement that the Company is authorized to engage in any lawful act\nor activity for which corporations may be organized under the DGCL;\n\n●Eliminate\nthe provision in the Current Charter stating that stockholders do not have preemptive rights,\nwhich is merely declarative of the default provisions of the DGCL applicable to the Company\nin the absence of a provision granting preemptive rights;\n\n●Revise\nthe Current Charter to state expressly the total number of shares of all classes of capital\nstock that the Company has authority to issue;\n\n●Eliminate\nprovisions stating the Board’s power to issue stock and options and rights to purchase\nstock, which powers are addressed in the DGCL;\n\n●Provide\na broad and general statement of the board of directors’ power to create and issue\none or more series of our preferred stock and to establish the rights, powers and preferences\nof any series of our preferred stock (and eliminate the provisions in our Current Charter\nillustrating the specific types of rights, powers and preferences that may be given to any\nseries of our preferred stock);\n\n●Include\na provision stating that, in the event of a liquidation, dissolution or winding up of the\nCompany, after payment or provision for the debts and liabilities of the Company and subject\nto the rights, if any, of the holders of any outstanding shares of our preferred stock, the\nholders of our common stock will be entitled to receive the remaining assets of the Company\navailable for distribution to stockholders ratably in proportion to the number of shares\nheld by each holder of common stock;\n\n●Provide\nthat holders of any series of our preferred stock will have only those voting rights expressly\ngranted to them by our certificate of incorporation, subject to the requirements of applicable\nlaw;\n\n●Eliminate\nprovisions stating that there shall be no cumulative voting, which is merely declarative\nof the provisions of the DGCL applicable to the Company in the absence of any provision granting\ncumulative voting rights;\n\n●Eliminate\nthe provision specifying that, except as required by the DGCL or our certificate of incorporation\n(including any certificate of designation for any series of our preferred stock), (i) all\nshares of capital stock will vote together as a single class on all matters submitted to\na vote of stockholders and (ii) the affirmative vote of a majority of the voting power of\nall outstanding shares of voting stock entitled to vote in connection with the matter is\nrequired for the approval of the matter (as a result of this amendment, in accordance with\nthe DGCL, except as provided in our certificate of incorporation or required by the DGCL,\nelections and matters submitted to a vote of stockholders will be determined in accordance\nwith the voting standard set forth in our bylaws (or, if no voting standard is specified\nin our bylaws, in accordance with the DGCL));\n\n●Revise\nthe provision opting out of the separate vote of the holders of a class of stock that the\nDGCL requires for any increase or decrease of the authorized shares of the class to make\nclear that any amendment increasing or decreasing the authorized number of shares of our\ncommon stock or preferred may be approved by the “requisite vote” of the holders\nof outstanding stock entitled to vote on the amendment rather than a “majority of the\nstock of the Company entitled to vote,” thereby making clear that the “majority\nof the votes cast” standard under the DGCL remains available for authorization of any\namendment to increase or decrease the authorized shares of common stock or preferred stock;\n\n●Make\nclear that the number of directors elected by the separate vote of the holders of any series\nof our preferred stock is in addition to the total number of directors fixed by our board\nof directors and provide that, unless the certificate of incorporation otherwise provides,\nany director elected by the separate vote of the holders of one or more series of our preferred\nstock will cease to be qualified as a director (and will cease to be a director) once the\nholders of such series of our preferred stock are no longer entitled to elect the director;\n\n●Make\nclear that holders of any series of our preferred stock, when voting as a separate class,\nmay act by consent in lieu of a meeting of stockholders unless our certificate of incorporation\notherwise provides;\n\n●Eliminate\nprovisions relating to the exercise of specific powers of our board of directors, including\nthe provision specifying that the board of directors, by a resolution passed by a majority\nof the whole board, may designate one or more committees of the board consisting of two or\nmore directors, relying instead on the general statement that, except as provided by our\ncertificate of incorporation or applicable law, our business and affairs will be managed\nby or under the direction of our board of directors;\n\n●In\nlight of recent amendments to Section 144 of the DGCL, eliminate the provision relating to\ncontracts or transactions between the Company and one or more of its directors (or the Company\nand any entity in which one or more of its directors has an interest) that tracked the language\nof Section 144 as in effect before its amendment;\n\n●Eliminate\nsuperfluous provisions relating to the location of stockholders’ meetings and the limitation\nof liability of stockholders for corporate debts;\n\n●Eliminate\nprovision stating that the Company’s existence will be perpetual, which is the case\nin the absence of any express provision;\n\n \n\n44\n\n \n\n \n\n●Provide\nthat the mandatory rights to indemnification and advancement of expenses apply to any person\nwho is or was a director or officer of the Company and any person who, while a director or\nofficer of the Company, is or was serving at the request of the Company as a director, officer,\nemployee or agent of another enterprise;\n\n●Make\nclear that the rights to indemnification and advancement of expenses given to “officers”\napply only to the persons expressly designated as officers, and not to any non-officer employee\nwho has a title that could be alleged to confer officer status;\n\n●Revise\nthe provision by which we renounce certain corporate opportunities to make clear that the\nprovisions renouncing corporate opportunities do not eliminate any fiduciary duties that\na person otherwise owes; and\n\n●Make\nother technical conforming and clarifying changes.\n\n \n\nAccordingly,\nthe Board has adopted and declared this proposal advisable.\n\n \n\nThe\nforegoing description of this Proposal 7 should be read in connection with the applicable provisions found in the proposed amendment\nand restatement of our Current Charter, which is attached as Appendix B to this proxy statement (which applicable provisions include,\nfor the avoidance of doubt, all such provisions provided in Appendix B which do not correspond or relate to the proposed amendments described\nby any other proposal in this Proxy Statement), which is marked to show the proposed modifications to modernize the Current Charter,\nalong with additional proposed modifications to the Current Charter to be voted on in Proposals Nos. 3, 4, 5 and 6.\n\n \n\nThe\naffirmative vote of a majority of voting power of our outstanding shares of common stock entitled to vote on this proposal is required\nto approve Proposal No. 7.\n\n \n\nIf adopted and implemented,\nthe amendments adopted in this Proposal No. 7 would become effective upon the filing of the Restated Charter with the Secretary\nof State of the State of Delaware reflecting the changes adopted in this Proposal No. 7, along with all changes adopted by the\nCompany’s stockholders in Proposals Nos. 3, 4, 5 and 6. We expect to file the Restated Charter with the Delaware Secretary of State\npromptly following the annual meeting if one or more of Proposal Nos. 3 – 7 is approved by our stockholders. If this Proposal\nNo. 7 is not approved, the corresponding amendments in Annex B will not be implemented. The description of the amendments in Proposal\nNo. 7 is qualified in its entirety by reference to the text of the proposed revisions, which are set forth in Annex B to this\nProxy Statement. Additions are indicated by underlining, and deletions are indicated by strikeouts. The adoption of the amendments in\nthis Proposal No. 7 are not contingent on the approval of any other proposal described in this Proxy Statement. For the avoidance\nof doubt, notwithstanding stockholder adoption of this Proposal No. 7, our Board will have discretion (i) as to whether to file\none form of Restated Charter containing all such changes to our Current Charter that are adopted by the stockholders at the annual meeting\nand (ii) to elect to abandon the amendments in this Proposal No. 7 prior to implementation, if it determines, in its sole discretion,\nthat such amendments are no longer in the best interests of the Company and its stockholders.\n\n** **\n\n**THE BOARD OF DIRECTORS RECOMMENDS\nA VOTE FOR THE ADOPTION OF OTHER TECHNICAL AMENDMENTS TO OUR CURRENT CHARTER (ALONG WITH THE AMENDMENTS ADOPTED PURSUANT\nTO PROPOSAL NOS. 3 – 6), AND VALIDLY SUBMITTED PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH AMENDMENT\nUNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.**\n\n** **\n\n45\n\n \n\n \n\nSTOCKHOLDER\nPROPOSALS AND NOMINATIONS FOR DIRECTOR\n\n \n\nTo\nbe considered for inclusion in the proxy statement relating to our 2027 annual meeting of stockholders, we must receive stockholder proposals\n(other than for director nominations) no later than [●], 2026 (120 days prior to the date that is one year from this year’s\nmailing date). Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.\n\n \n\nAdditionally,\nto be considered for presentation at the 2027 annual meeting, although not included in the proxy statement, proposals (including director\nnominations that are not requested to be included in our proxy statement) must be received no earlier than March 10, 2027 (Pacific\nTime) (120 days prior to the date that is one year from this year’s meeting date) and no later than April 9, 2027 (Pacific\nTime) (90 days prior to the date that is one year from this year’s meeting date). In addition to satisfying the foregoing advance\nnotice requirements, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support\nof director nominees other than the Company’s nominees must follow the requirements set forth in Rule 14a-19 as promulgated under\nthe Exchange Act. Rule 14a-19 shall not extend any deadline set forth under the Bylaws.\n\n \n\nProposals\nthat are not received in a timely manner or in accordance with applicable law will not be voted on at the 2027 annual meeting. If a proposal\nis received on time, the proxies that management solicits for the meeting may still exercise discretionary voting authority on the proposal\nunder circumstances consistent with the proxy rules of the SEC.\n\n \n\nAll\nstockholder proposals should be marked for the attention of Corporate Secretary, SBC Medical Group, SBC Medical Group Holdings Incorporated,\n200 Spectrum Center Drive, Suite 300, Irvine, CA 92618.\n\n \n\nA nomination or notice of\na proposal must include all of the information specified in our Bylaws.\n\n \n\nOTHER\nMATTERS\n\n \n\nOur\nboard of directors knows of no other business which will be presented to the annual meeting. If any other business is properly brought\nbefore the annual meeting, proxies will be voted in accordance with the judgment of the persons named therein.\n\n \n\nBy\nOrder of the Board of Directors,\n\n \n\nTaiki\nSakaguchi\n\nCorporate\nSecretary\n\n \n\n**We\nmake available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q\nand 8-K. To access these filings, go to our website (https://ir.sbc-holdings.com/). Copies\nof our Annual Report on Form 10-K for the year ended December 31, 2025, including financial statements thereto, filed with\nthe SEC, are also available without charge to stockholders upon written request addressed to:**\n\n \n\nCorporate\nSecretary, SBC Medical Group Holdings Incorporated\n\n200 Spectrum Center Drive,\nSuite 300\n\nIrvine, CA 92618\n\n \n\n46\n\n \n\n \n\nAppendix\nA - Form of Proxy Card\n\n \n\n \n\nA-1\n\n \n\n \n\n \n\nA-2\n\n \n\n \n\nAppendix B – Amended and Restated Charter\n\n \n\n**AMENDED\nAND RESTATED**\n\n \n\nFIFTH\nAMENDED AND RESTATED\n\n**CERTIFICATE OF INCORPORATION**\n\n** **\n\n**OF**\n\n** **\n\n**SBC\nMEDICAL GROUP HOLDINGS INCORPORATED**\n\n \n\nSBC\nMedical Group Holdings Incorporated (the “Corporation”),\na corporation organized and existing under the Delaware General Corporation Law, hereby certifies as follows:\n\n \n\nFIRST:\nThe name of the corporation is SBC Medical Group Holdings Incorporated.\n\n \n\nSECOND:\nThe date of filing of the original Certificate of Incorporation of the Corporation, under the original entity name PONO CAPITAL TWO,\nINC., with the Secretary of State of the State of Delaware is March 11, 2022 (the “Original Certificate”).\n\n \n\nTHIRD:\nThe Original Certificate was amended and restated in its entirety by the Amended and Restated Certificate of Incorporation filed\nwith the Secretary of State of the State of Delaware on\nMay 17, 2022 (the “Amended and Restated Certificate”).\n\nFOURTH:\nThe Amended and Restated Certificate was amended and restated in its entirety by the Second Amended and Restated Certificate of Incorporation\nfiled with the Secretary of State of the State of Delaware on August 2, 2022 (the “Second Amended and Restated Certificate”).\n\nFIFTH:\nThe Second Amended and Restated Certificate was amended and restated in its entirety by the Third Amended and Restated Certificate of\nIncorporation filed with the Secretary of State of the State of Delaware on August 5, 2022 (the “Third Amended and Restated Certificate”).\n\nSIXTH:\nThe Third Amended and Restated Certificate was amended by the Amendment to the Third Amended and Restated Certificate of Incorporation\nfiled with the Secretary of State of the State of Delaware on May 8, 2023.\n\nSEVENTH:\nThe Third Amended and Restated Certificate was amended and restated by the Fourth Amended and Restated Certificate of Incorporation filed\nwith the Secretary of State of the State of Delaware on September 17, 2024 (the “Current Certificate”).\n\nThis\nFifth Amended and Restated Certificate of Incorporation amends and restates the Current Certificate in its entirety.\n\nEIGHTHTHIRD:\nThis Fifth Amended and Restated Certificate of Incorporation has been duly approved\nand adopted by the Bboard\nof Ddirectors\nof the Corporation on May 12, 2025 and adopted\nby the stockholders of the Corporation on June 13, 2025, in accordance with the\nprovisions of Sections 141, 222, 242 and 245 of the General Corporation Law of the State\nof Delaware.\n\n \n\nNINTH:\nthe Current CertificateFOURTH:\nThe certificate of incorporation of the Corporation as heretofore in effect is\nhereby amended and restated to read in\nits entirety to provide as follows:\n\n \n\nSection\n1. Name. The name of the corporation is SBC Medical Group Holdings Incorporated (the “Corporation”).\n\n \n\nB-1\n\n \n\n \n\nSection\n2. Registered Office and Agent. The name and address of the registered agent of the Corporation in the State of Delaware is\nCorporate Creations Network Inc., 1521 Concord Pike, Suite 201, Wilmington, DE 19803, New Castle County,\nor such other agent and address as the Board of Directors of the Corporation (the\n“Board”) shall from time to time select.\n\n \n\nSection\n3. Purpose and Business. The purpose of the Corporation is to engage in any lawful act or activity for which corporations\nmay now or hereafter be organized under the Delaware General Corporation Law (the “DGCL”),\nincluding, but not limited to the following:.\n\n \n\n(a)The\nCorporation may at any time exercise such rights, privileges, and powers, when not inconsistent\nwith the purposes and object for which this Corporation is organized.\n\n(b)The\nCorporation shall have the power to have succession by its corporate name in perpetuity,\nor until dissolved and its affairs wound up according to law.\n\n \n\n(c)The\nCorporation shall have the power to sue and be sued in any court of law or equity.\n\n(d)The\nCorporation shall have the power to make contracts.\n\n(e)The\nCorporation shall have the power to hold, purchase and convey real and personal estate and\nto mortgage or lease any such real and personal estate with its franchises. The power to\nhold real and personal estate shall include the power to take the same by devise or bequest\nin\nthe State of Delaware,\nor in any other state, territory or country.\n\n(f)The\nCorporation shall have the power to appoint such officers and agents as the affairs of the\nCorporation shall require and allow them suitable compensation.\n\n(g)The\nCorporation shall have the power to make bylaws not inconsistent with the constitution or\nlaws of the United States, or of the State of Delaware, for the management, regulation and\ngovernment of its affairs and property, the transfer of its stock, the transaction of its\nbusiness and the calling and holding of meetings of stockholders.\n\n(h)The\nCorporation shall have the power to wind up and dissolve itself, or be wound up or dissolved.\n\n(i)The\nCorporation shall have the power to adopt and use a common seal or stamp, or to not use such\nseal or stamp and if one is used, to alter the same. The use of a seal or stamp by the Corporation\non any corporate documents is not necessary. The Corporation may use a seal or stamp, if\nit desires, but such use or non-use shall not in any way affect the legality of the document.\n\n(j)The\nCorporation shall have the power to borrow money and contract debts when necessary for the\ntransaction of its business, or for the exercise of its corporate rights, privileges or franchises,\nor for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills\nof exchange, debentures and other obligations and evidence of indebtedness, payable at a\nspecified time or times, or payable upon the happening of a specified event or events, whether\nsecured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment\nfor property purchased, or acquired, or for another lawful object.\n\n(k)The\nCorporation shall have the power to guarantee, purchase, hold, sell, assign, transfer, mortgage,\npledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities\nor evidence in indebtedness created by any other corporation or corporations in the State\nof Delaware, or any other state or government and, while the owner of such stock, bonds,\nsecurities or evidence of indebtedness, to exercise all the rights, powers and privileges\nof ownership, including the right to vote, if any.\n\n \n\nB-2\n\n \n\n \n\n(l)The\nCorporation shall have the power to purchase, hold, sell and transfer shares of its own capital\nstock and use therefore its capital, capital surplus, surplus or other property or fund.\n\n(m)The\nCorporation shall have the power to conduct business, have one or more offices and hold,\npurchase, mortgage and convey real and personal property in the State of Delaware and in\nany of the several states, territories, possessions and dependencies of the United States,\nthe District of Columbia and in any foreign country.\n\n(n)The\nCorporation shall have the power to do all and everything necessary and proper for the accomplishment\nof the objects enumerated in this Fifth Amended\nand Restated Certificate of Incorporation (this\n“Fifth Amended Certificate”), or any amendments thereof, or necessary or incidental\nto the protection and benefit of the Corporation and, in general, to carry on any lawful\nbusiness necessary or incidental to the attainment of the purposes of the Corporation, whether\nor not such business is similar in nature to the purposes set forth in this Fifth Amended\nCertificate, or any amendment thereof.\n\n(o)The\nCorporation shall have the power to make donations for the public welfare or for charitable,\nscientific or educational purposes.\n\n(p)The\nCorporation shall have the power to enter partnerships, general or limited, or joint ventures,\nin connection with any lawful activities.\n\n \n\nSection\n4. Capital Stock.\n\n \n\n(a) *Classes\nand Number of Shares*. The total number of shares of all classes of stock, which\nthat the Corporation shall have authority\nto issue shall be Four Hundred Twenty Million\n(420,000,000), which shall be divided into two classes, consisting of (i) Four Hundred Million (400,000,000) shares of common\nstock, par value of $0.0001 per share (the “Common Stock”) and (ii)\nTwenty Million (20,000,000) shares of preferred stock, par value of $0.0001 per share (the “Preferred Stock”).\n\n \n\n(b) Powers\nand Rights of *Common Stock*.\n\n \n\n(i)Preemptive\nRight. No shareholders of the Corporation holding Common Stock shall\nhave any preemptive or other right to subscribe for any additional unissued or treasury shares\nof stock or for other securities of any class, or for rights, warrants or options to purchase\nstock, or for scrip, or for securities of any kind convertible into stock or carrying stock\npurchase warrants or privileges unless so authorized by the Corporation.\n\n(iii)\n*Voting Rights and Powers*. With respect to all Except\nas otherwise expressly provided by this Amended\nand Restated Certificate of Incorporation (as\nthe same may be amended and/or restated from\ntime to time, the “Restated\nCertificate”) or by applicable law, each holder of Common Stock, as such, shall be entitled to one vote on each matters\nuponon which stockholders\nare entitled to vote (or to which\nstockholders are entitled to give consent, the holders of the outstanding shares of the Common\nStock shall be entitled to cast thereon one (1) vote in person or by proxyexpress\nconsent in lieu of a meeting) for each share of the Common Stock standing in his/hersuch\nstockholder’s name.\n\n \n\n(iii)Dividends\nand Distributions.\n\n(A) Cashii)\n*Dividends*. Subject to the rights of holders of any\noutstanding series of Preferred Stock, holders of Common Stock shall be entitled to receive such cash\ndividends as may be declared thereon by the Board (as\ndefined below) from time to time out of assets or funds of the Corporation legally available therefore;\nand.\n\n \n\nB-3\n\n \n\n \n\n(iii)\n*Liquidation, Dissolution or Winding Up.*In the event of any voluntary or involuntary liquidation, dissolution or winding up of\nthe affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and subject\nto the right, if any, of the holders of any outstanding series of Preferred Stock, the holders of all outstanding shares of Common\nStock shall be entitled to receive\nthe remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares\nheld by each such stockholder.\n\n \n\n(B)Other\nDividends and Distributions. The Board may issue shares of the Common\nStock in the form of a distribution or distributions pursuant to a stock dividend or split-up\nof the shares of the Common Stock.\n\n(iv)Other\nRights. Except\nas otherwise required by the\nDGCL and as may otherwise be provided in this Fifth Amended Certificate, each share of the\nCommon Stock shall have identical powers, preferences and rights, including rights in liquidation.\n\n(c) Classes\nof *Preferred Stock*. The powers, preferences, rights, qualifications, limitations\nand restrictions pertaining to the Preferred Stock, or any series thereof, shall be such as may be fixed, from time to time, by the Board\nin its sole discretion, authority to do so being hereby expressly vested in the Board. The authority of the Board with\nrespect to each such series of Preferred Stock will include, without limiting the generality of the foregoing,\nthe determination of any or all of the following:\n\n \n\n(i)The\nnumber of shares of any series and the designation to distinguish the\nshares of such series from\nthe shares of all other series;\n\n(ii)the\nvoting powers, if any, of the shares of such series and whether such voting powers are full\nor limited;\n\n(iii)the\nredemption provisions, if any, applicable to such series, including the redemption price\nor prices to be paid;\n\n(iv)whether\ndividends, if any, will be cumulative or noncumulative, the dividend rate or rates of such\nseries and the dates and preferences of dividends on such series;\n\n(v)the\nrights of such series upon the voluntary or involuntary dissolution of, or upon any distribution\nof the assets of, the Corporation;\n\n(vi)the\nprovisions, if any, pursuant to which the shares of such series are convertible into, or\nexchangeable for, shares of any other class or classes or of any other series of the same\nor any other class or classes of stock, or any other security, of the Corporation or any\nother corporation or other entity, and the rates or other determinants of conversion or exchange\napplicable thereto;\n\n(vii)the\nright, if any, to subscribe for or to purchase any securities of the Corporation or any other\ncorporation or other entity;\n\n(viii)the\nprovisions, if any, of a sinking fund applicable to such series; and\n\n(ixi) any\nother The Board is hereby expressly\nauthorized, by resolution or resolutions, at any time and from time to time, to provide, out of the authorized but unissued shares of\nPreferred Stock, for one or more series of Preferred Stock and, with\nrespect to each such series,\nto fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the\nshares of such series,\nand the powers, preferences and relative, participating,\noptional or other powers, preferences orspecial\nrights, if any, and any qualifications,\nlimitations or restrictions thereof, of the shares\nof such series.(d) Issuance of the Common\nStock and the Preferred Stock. The Board may from time to time authorize by resolution the issuance of any or all\nshares of the Common Stock and the Preferred Stock herein authorized in accordance with the terms and conditions set forth in this Fifth\nAmended Certificate for such purposes, in such amounts, to such persons, corporations, or entities, for such consideration and in the\ncase of the Preferred Stock, in one or more series, all as the Board in its discretion may determine and without any vote or other action\nby the stockholders, except as otherwise required by law. The Board, from time to time, also may authorize, by resolution, options, warrants\nand other rights convertible into Common or Preferred stock (collectively “securities”). The securities must be issued for\nsuch consideration, including cash, property, or services, as the Board may deem appropriate, subject to the requirement that the value\nof such consideration be no less than the par value of the shares issued. Any shares issued for which the consideration so fixed has\nbeen paid or delivered shall be fully paid stock and the holder of such shares shall not be liable for any further call or assessment\nor any other payment thereon, provided that the actual value of such consideration is not less that the par value of the shares so issued.\nThe Board may issue shares of the Common Stock in the form of a distribution or distributions pursuant to a stock dividend or split-up\nof the shares of the Common Stock only to the then holders of the and\nto cause to be filed\nwith the Secretary of State of the State of Delaware a\ncertificate of designation with respect thereto. The powers, preferences and relative, participating, optional and other special rights\nof each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any\nand all other series at any time outstanding shares\nof the Common Stock.\n\n \n\nB-4\n\n \n\n \n\n(ii) Except\nas otherwise required by law,\nholders of a series of Preferred Stock, as such, shall be entitled only to such voting rights, if any, as shall expressly be granted\nthereto by this Restated Certificate.\n\n \n\n(e)Cumulative\nVoting. Except as otherwise required by applicable law, there shall\nbe no cumulative voting on any matter brought to a vote of stockholders of the Corporation.\n\n(f)One\nClass. Except as otherwise required by the DGCL, this Fifth Amended\nCertificate, or any designation for a class of Preferred Stock (which may provide that an\nalternate vote is required), (i) all shares of capital stock of the Corporation shall vote\ntogether as one class on all matters submitted to a vote of the shareholders of the Corporation;\nand (ii) the affirmative vote of a majority of the voting power of all outstanding shares\nof voting stock entitled to vote in connection with the applicable matter shall be required\nfor approval of such matter.\n\n(gd)\n*Section 242(b)(2) Election*. For the avoidance of doubt, the\nintent of Section 4(f) is, and the operation of Section 4(f) shall be, that, without limitation, (i) theExcept\nas otherwise provided in this Certificate of Incorporation, the number of authorized shares of Common Stock,\nmay be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of\na majority of the stock of the Corporation entitled to vote irrespective of Section 242(b)(2) of the DGCL, with no vote of any holders\nof a particular class of stock, voting as a separate class, being required; and (ii) unless otherwise set forth in a certificate of designations\nfor the applicable class of Preferred Stock, the number of authorized shares of any class of or\nPreferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmativerequisite\nvote of the stockholders entitled to vote thereon, without a separate class vote of the holders of a\nmajority of the stock of the Corporation entitled to vote irrespectivethe\nCommon Stock or the Preferred Stock, irrespective of the provisions of Section 242(b)(2) of the DGCL,\nwith no vote of any holders of a particular class of stock, voting as a separate class, being required.\n\n \n\nSection\n5. Adoption, Amendment and Repeal of Bylaws.\nIn the furtherance and not in limitation of the powers conferred by statute and subject to Section 6,\nthe Board is expressly authorized to adopt, repeal, rescind, alter or amend in any respect the bylaws of the Corporation (as\nthe same may be amended and/or restated from time to time, the “Bylaws”).\n\n \n\nSection\n6. Shareholder Amendment of Bylaws. Notwithstanding Section 5, theThe\nBylaws may also be adopted, repealed, rescinded, altered or amended in any respect by the stockholders of the Corporation, but\nonlyprovided that the adoption,\nrepeal, rescission, alteration or amendment of the Bylaws by the stockholders must be approved by the affirmative vote of the\nholders of at least a majority of the\nvoting power of all outstanding shares of voting stock, regardless of class and voting\ntogether as a single voting class.\n\n \n\nSection\n7. Board of Directors.\n\n \n\n(a) The\nExcept as otherwise provided by this Restated\nCertificate or applicable law, the business and affairs of the Corporation shall be managed by and under the direction of the\nBoard of Directors of the Corporation (the “Board”).\n\n \n\n(b)\nThe total number of directors ofconstituting\nthe CorporationBoard,\nother than those who may be elected by the holders of one or more series of the Preferred Stock voting as\na separately byseries\nor together as a class orwith\none or more other series, shall be fixed from time to time exclusively by the Board pursuant\nto a resolution adopted by a majority of the Board.\n\n \n\n(c)\nSubject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, directors shall\nbe elected at each annual meeting of stockholders. Each director shall serve from the date of his or her election or appointment and\nuntil the next annual meeting of stockholders and until his or her successor is duly elected and qualified, subject to his or her earlier\ndeath, resignation or removal.\n\n \n\n(c)The\nterm of office of all directors serving as of the effective date of this Certificate of Incorporation\nshall expire at the 2026 annual meeting of stockholders of the Corporation. At each succeeding\nannual meeting of the stockholders of the Corporation, each of the successors elected to\nreplace the class of directors whose term expires at that annual meeting shall be elected\nfor a one-year term or until the election and qualification of their respective successors\nin office, subject to their earlier\ndeath, resignation or removal. Subject to the rights of the holders of one or more series\nof Preferred Stock, voting separately by class or series, to elect directors pursuant to\nthe terms of one\nor more series of Preferred Stock, the\nelection of directors shall be determined by a plurality of the votes cast by the stockholders\npresent in person or represented by proxy at the meeting and entitled to vote thereon. Subject\nto Section 7(g), a director shall hold office until the annual meeting for the year in which\nhis or her term expires and until his or her successor has been elected and qualified, subject,\nhowever, to such director’s earlier death, resignation, retirement, disqualification\nor removal.\n\n \n\nB-5\n\n \n\n \n\n(d)\nUnless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot. The\nholders of shares of Common Stock shall not have cumulative voting rights with regard to election of directors.\n\n \n\n(e)\nSubject to Section 7(g)the\nspecial rights of the holders of one or more outstanding series of Preferred Stock to elect directors, newly created directorships\nresulting from an increase in the total number\nof directors constituting the Board, and\nany vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause,\nmay be filled solely and exclusively by a majority vote of the remaining\ndirectors then in office, even if less than a quorum,\nor by a sole remaining director (and not by stockholders), and any director so chosen shall hold office until the annual meeting for\nthe year in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s\nearlier death, resignation, retirement, disqualification or removal.\n\n \n\n(f)Subject\nto Section 7(g) and except as otherwise provided for by this Fifth Amended Certificate, any\nor all of the directors may be removed from office at any time, but only for cause and only\nby the affirmative vote of holders of a majority of the voting power of all then issued and\noutstanding shares of capital stock of the Corporation entitled to vote generally in the\nelection of directors, voting together as a single class.\n\n(gf)\nNotwithstanding any other provision of this Section 7, and except as otherwise required by law, whenever the holders of one or more outstanding\nseries of the Preferred Stock shall have the right, voting as\na separate series or separately byas\na class orwith\none or more other such series, to elect one or more directors, the term of office, the filling of vacancies, the removal from\noffice and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as\nset forth in this Amended and Restated Certificate (including any Preferred Stock Designation)..\nNotwithstanding Section 7(b), the number of directors that may be elected by the holders of any such series of Preferred Stock shall\nbe in addition to the number fixed pursuant to Section 7.1(b) hereof, and the total number of directors constituting the Board shall\nbe automatically adjusted accordingly. Except as otherwise provided by the Board in the resolution or resolutions establishing such series,\nwhenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant\nto the terms of such series, the terms of office of all such additional directors elected by the holders of such series, or elected to\nfill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate\n(in which case, each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total number\nof directors constituting the Board shall automatically be reduced accordingly.\n\n \n\n(h)A\nquorum for the transaction of business by the directors shall be set forth in the Bylaws.\n\n \n\nSection\n8. Powers of Board.\n\n(a)In\nfurtherance and not in limitation of the powers conferred by the laws of the DGCL, the Board\nis expressly authorized and empowered:\n\n(i)To\nmake, alter, amend, and repeal the Bylaws;\n\n(ii)Subject\nto the applicable provisions of the Bylaws then in effect, to determine, from time to time,\nwhether and to what extent, and at what times and places, and under what conditions and regulations,\nthe accounts and books of the Corporation, or any of them, shall be open to stockholder inspection,\nprovided that no stockholder shall have any right to inspect any of the accounts, books or\ndocuments of the Corporation, except as permitted by law, unless and until authorized to\ndo so by resolution of the Board or of the stockholders of the Corporation;\n\n \n\nB-6\n\n \n\n \n\n(iii)To\nauthorize and issue, without stockholder consent, obligations of the Corporation, secured\nand unsecured, under such terms and conditions as the Board, in its sole discretion, may\ndetermine, and to pledge or mortgage, as security therefore, any real or personal property\nof the Corporation, including after-acquired property;\n\n(iv)To\ndetermine whether any and, if so, what part of the earned surplus of the Corporation shall\nbe paid in dividends to the stockholders, and to direct and determine other use and disposition\nof any such earned surplus;\n\n(v)To\nfix, from\ntime to time, the amount\nof the profits of the Corporation to be reserved as working capital or for any other lawful\npurpose;\n\n(vi)To\nestablish bonus, profit-sharing, stock option, or other types of incentive compensation plans\nfor the employees, including officers and directors, of the Corporation, and to fix the amount\nof profits to be shared or distributed, and to determine the persons to participate in any\nsuch plans and the amount of their respective participations;\n\n(vii)to\ndesignate, by resolution or resolutions passed by a majority of the whole Board, one or more\ncommittees, each consisting of two or more directors, which, to the extent permitted by law\nand authorized by the resolution or the Bylaws, shall have and may exercise the powers of\nthe Board; and\n\n(viii)To\nprovide for the reasonable compensation of its own members by Bylaw, and to fix the terms\nand conditions upon which such compensation will be paid.\n\n(b)In\naddition to the powers and authority hereinbefore, or by statute, expressly conferred upon\nit, the Board may exercise all such powers and do all such acts and things as may be exercised\nor done by the Corporation, subject, nevertheless, to the provisions of the laws of the State\nof Delaware, of this Fifth Amended Certificate, and of the Bylaws of the Corporation.\n\nSection\n9. Interested Directors. No contract or transaction between this Corporation and any of its\ndirectors, or between this Corporation and any other corporation, firm, association, or other legal entity shall be invalidated by reason\nof the fact that the director of the Corporation has a direct or indirect interest, pecuniary or otherwise, in such corporation, firm,\nassociation, or legal entity, or because the interested director was present at the meeting of the Board which acted upon or in reference\nto such contract or transaction, or because he participated in such action, provided that: (1) the interest of each such director shall\nhave been disclosed to or known by the Board and a disinterested majority of the Board shall have, nonetheless, ratified and approved\nsuch contract or transaction (such interested director or directors may be counted in determining whether a quorum is present for the\nmeeting at which such ratification or approval is given); or (2) the conditions of DGCL Title 8, Section 144 are met.\n\nSection\n108.\nStockholder Action. Any action required or permitted to be taken by the stockholders of the Corporation must be effectived\nat a duly called annual meeting or at a special meeting of stockholders of the Corporation,\nunless such action requiring or permittingthe\nBoard determines to direct that any action be submitted to stockholders\napproval is approved by a majority of the directorsfor\ntheir consent in lieu of a meeting, in which case,\nsuch action may be authorized or taken by the written consent oftaken\nby consent in lieu of a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken,\nshall be signed by the holders of outstanding shares of votingthe\nrelevant class or classes or series of stock having not less than the minimum voting powernumber\nof votes that would be necessary to authorize or take such action at a meeting of stockholders\nat which all shares entitled to vote thereon were present and voted, provided all other\nrequirements of applicable law and this Fifth Amended Certificate have been satisfied. and\nshall be delivered to the Corporation in accordance with applicable law. Notwithstanding the foregoing, unless otherwise provided by\nthe terms of any certificate of designation relating to one\nor more series of Preferred Stock, any\naction required or permitted to be taken by the holders of such series of Preferred Stock, voting separately as a series or separately\nas a class with one or more other such series, may be taken by consent in lieu of a meeting, without prior notice and without a vote,\nif a consent or consents, setting forth the action so taken, shall be signed by the holders of outstanding shares of such series having\nnot less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled\nto vote thereon were present and voted and shall be delivered to the Corporation in accordance with applicable law.\n\n \n\nB-7\n\n \n\n \n\nSection\n119.\nSpecial Stockholder Meetings. Subject to the rights of the holders\nof one or more outstanding\nseries of Preferred Stock, Sspecial\nmeetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by a\nmajority of the Board. Special meetings and\nmay not be called by any other person or persons. Each special meeting shall be held at such date and\ntime as is requested by Board, within the limits fixed by law.\n\n \n\nSection\n12. Location of Stockholder Meetings. Meetings of stockholders of the Corporation may be held\nwithin or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision\nof the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws.\n\nSection\n13. Private Property of Stockholders. The private property of the stockholders shall not be\nsubject to the payment of corporate debts to any extent whatever and the stockholders shall not be personally liable for the payment\nof the Corporation’s debts.\n\nSection\n1410.\nAmendments. The Corporation reserves the right to adopt, repeal, rescind, alter or amend in any respect any provision contained\nin this Fifth AmendedRestated\nCertificate in the manner now or hereafter prescribed by applicable law and all rights conferred on stockholders herein granted subject\nto this reservation.\n\n \n\nSection\n15. Term of Existence. The Corporation is to have perpetual existence.\n\nSection\n1611.\nLiability of Directors. No and\nOfficers. To the fullest extent permitted by law, no director or\nofficer of this Corporation shall have personal liability to the Corporation or any of its stockholders for monetary damages for\nbreach of fiduciary duty as a director or officers involving any act or omission of any such director\nor officer. The foregoing provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s\nduty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or, which involve intentional misconduct\nor a knowing violation of law, (iii) under applicable sections of the DGCL, (iv) the payment of dividends in violation of the DGCL or,\n(v) for any transaction from which the director derived an improper personal benefit.officer.\nAny repeal or modification of this Section 1611\nby the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability\nof a director or officer of the Corporation for acts or omissions prior to such repeal or modification.\n\n \n\nSection\n1712.\nIndemnification and Advancement of Expenses.\n\n \n\n(a)\n*Indemnification in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation*. Subject to Section 1712(c)\nand Section 1712(j),\nthe Corporation shall, to the fullest extent permitted by the DGCL and applicable Delaware law as in\neffect at any time, indemnify, hold harmless and defend any person\nwho: (i) is\nor was or is a director or officer of the Corporation or was\nor is, while serving as\na director or officer of a direct or indirect wholly owned subsidiary of the Corporation,\nand (ii) was or is a party or is is\nor was serving\nat the request of the Corporation as a director, officer, employee, partner, manager\nor other fiduciary of another enterprise (each, a “covered person”) who is or was, or is threatened\nto be made, a party to,\nor was or is otherwise directly involvedparticipant\nin (including as a witness), any threatened, pending or completed action, suit or proceeding,\nwhether civil, criminal, administrative or investigative (,\nother than anany\naction by or in the right of the Corporation),\nby reason of the fact that such person was or is a director or officer of the Corporation or any direct\nor indirect wholly owned subsidiary of the Corporation, or was or is serving at the\nrequest of the Corporation as a director, officer, employee, partner, member or agent of another corporation,\npartnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise,\nwhether the basis of such proceeding is alleged action in an official capacity or in any other capacity,is\nor was a covered person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually\nand reasonably incurred by such person in connection with any\nsuch action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or\nnot opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause\nto believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,\nconviction, or upon a plea or nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act\nin good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation,\nand, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.\n\n \n\nB-8\n\n \n\n \n\n(b)\n*Indemnification in Actions, Suits or Proceedings by or in the Right of the Corporation*. Subject to Section 1712(c)\nand Section 1712(j),\nthe Corporation shall indemnify, hold harmless and defend any covered\nperson who: (i) was or is a director or officer of the Corporation or was or is a director or\nofficer of a direct or indirect wholly owned subsidiary of the Corporation, and (ii) was or is a party is\nor was, or is threatened to be made,\na party to, or was or is otherwise directly involvedparticipant\nin (including as a witness), any threatened, pending or completed action or suit by\nor in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person was\nor is a director or officer of the Corporation or any direct or indirect wholly owned subsidiary of the Corporation, or was or is serving\nat the request of the Corporation as a director, officer, employee, partner, member or agent of another corporation, partnership, limited\nliability company, joint venture, trust, employee benefit plan or other enterprise, and whether the basis of such action, suit or proceeding\nis alleged action in an official capacity or in any other capacityis\nor was a covered person, against expenses (including attorneys’ fees) actually and reasonably incurred by such covered\nperson in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner\nsuch person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall\nbe made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless\nand only to the extent that the Courts in the State of Delaware or the court in which such action or suit was brought shall determine\nupon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly\nand reasonably entitled to indemnity for such expenses which the Court in the State of Delaware or such other court shall deem proper.\n\n \n\n(c)\n*Authorization of Indemnification*. Any indemnification or defense under this Section 1712\n(unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification\nof the director or officercovered\nperson is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1712(a)\nor Section 1712(b),\nas the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination:\n(i) by directors constituting a majority vote\nof the Board anddirectors\nwho are not parties to such action, suit or proceeding, even though less than a quorum (the “Board Voting Majority”), or\n(ii) by a committee of such directors designated by the Board Voting Majority, even though less than a quorum, or (iii) if there are\nno such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders. Such\ndetermination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the\nmatter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been\nsuccessful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 1712(a)\nor Section 1712(b)\nor in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees)\nactually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.\n\n \n\n(d)\n*Good Faith Defined*. For purposes of any determination under Section 1712(c),\na person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best\ninterests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such\nperson’s conduct was unlawful, if such person’s action is based on good faith reliance on the records or books of account\nof the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise\nin the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records\ngiven or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other\nexpert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this\nSection 1712(d)\nshall mean any other corporation or any partnership, limited liability company, joint venture, trust, employee benefit plan or other\nenterprise of which such person was or is serving at the request of the Corporation as a director, officer, employee, partner, member\nor agent. The provisions of this Section 1712(d)\nshall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable\nstandard of conduct set forth in Section 1712(a)\nor Section 1712(b),\nas the case may be.\n\n \n\nB-9\n\n \n\n \n\n(e)\n*Expenses Payable in Advance*. Expenses, including attorneys’ fees, incurred by a current\nor former director or officercovered\nperson in defending any action, suit or proceeding described in Section 1712(a)\nor Section 1712(b)\nshall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking\nby or on behalf of such director or officercovered\nperson to repay such amount if it shall ultimately be determined that such covered\nperson is not entitled to be indemnified by the Corporation as authorized in this Section 1712.\n\n \n\n(f)\n*Non-exclusivity of Indemnification and Advancement of Expenses*. The indemnification, defense and advancement of expenses provided\nby or granted pursuant to this Section 1712\nshall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under\nthethis\nRestated Certificate, any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s\nofficial capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification\nof the persons specified in Section 1712(a)\nor Section 1712(b)\nshall be made to the fullest extent permitted by applicable law. The provisions of this Section 1712\nshall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in Section 1712(a)\nor Section 1712(b)\nbut whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL or otherwise.\n\n \n\n(g)\n*Insurance*. The Corporation may purchase and maintain insurance on behalf of any person who was or is a director, officer, employee\nor agent of the Corporation, or a direct or indirect wholly owned subsidiary of the Corporation, or was or is serving at the request\nof the Corporation, as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability\ncompany, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred\nby such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have\nthe power or the obligation to indemnify, hold harmless or defend such person against such liability under the provisions of this Section\n1712.\n\n \n\n(h)\n*Certain Definitions*. For purposes of this Section 1712\nreferences to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including\nany constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had\npower and authority to indemnify its directors, officers, employees or agents so that any person who was or is a director, officer, employee\nor agent of such constituent corporation, or was or is serving at the request of such constituent corporation as a director, officer,\nemployee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit\nplan or other enterprise, shall stand in the same position under the provisions of this Section 1712\nwith respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its\nseparate existence had continued. For purposes of this Section 1712,\nreferences to “fines” shall include any excise taxes assessed on a person with respect of any employee benefit plan; and\nreferences to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent\nof the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee\nbenefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed\nto be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not\nopposed to the best interests of the Corporation” as referred to in this Section 17.12.\nFor\nthe avoidance of doubt, any\nreference to an officer of the Corporation in this Section 12 shall be deemed to refer exclusively to the officers duly appointed as\nsuch pursuant to the Bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit\nplan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing\nbody of such other entity pursuant to the certificate of incorporation and bylaws or equivalent organizational documents of such other\ncorporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an\nemployee of the Corporation or an employee of any other corporation, partnership,\njoint venture, trust, employee benefit plan or other enterprise, but\nnot an officer thereof as described in the preceding sentence, has been given or has used the title of “Vice President” or\nany other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other\ncorporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted\nas, or being deemed to be, an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit\nplan or other enterprise for purposes of this Section 12.\n\n \n\nB-10\n\n \n\n \n\n(i)\n*Survival of Indemnification and Advancement of Expenses*. The indemnification, defense and advancement of expenses provided by,\nor granted pursuant to, this Section 1712\nshall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and\nshall inure to the benefit of the heirs, executors and administrators of such a person.\n\n \n\n(j)\n*Limitation on Indemnification*. Notwithstanding anything contained in this Section 1712\nto the contrary, except for proceedings to enforce rights to indemnification and defense under this Section 1712\n(which shall be governed by Section 1712(k)(ii)),\nthe Corporation shall not be obligated under this Section 1712\nto indemnify, hold harmless or defend any director, officer, employee or agent or\nadvance expenses to any covered person in connection with aany\naction, suit or proceeding (or part thereof) initiated by such covered\nperson unless such action, suit or proceeding\n(or part thereof) was authorized in advance by\nthe Board. Notwithstanding anything contained in this Section 17 to the contrary, the prevailing party\nshall not be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with\nthe prosecution or defense of such action to the extent that such fees, costs and expenses relate to “internal corporate claims”\nas defined in Section 109(b) of the DGCL\n\n \n\n(k)\n*Contract Rights*.\n\n \n\n(i)\nThe obligations of the Corporation under this Section 1712\nto indemnify, hold harmless and defend a person who was or is a director or officer of the Corporation\nor was or is a director or officer of a direct or indirect wholly owned subsidiary of the Corporation, including the duty to\nand advance expenses,\nto any covered person shall be considered\na contract between the Corporation and such covered\nperson, and no modification or repeal of any provision of this Section 1712\nshall affect, to the detriment of such covered\nperson, such obligations of the Corporation in connection with a claim based on any act or failure to act occurring before such\nmodification or repeal.\n\n \n\n(ii)\nIf a claim under Section 1712(a),\nSection 1712(b)\nor Section 1712(e)\nis not paid in full by the Corporation within 90 days after a written claim has been received by the Corporation, except in the case\nof a claim for an advancement of expenses, in which case the applicable period shall be 45 days, the person making such claim may at\nany time thereafter (but not before) bring\nsuit against the Corporation to recover the unpaid amount of the claim. To the fullest extent permitted by applicable law, if successful\nin whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms\nof an undertaking, such person shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought\nby such person to enforce a right to indemnification hereunder (but not in a suit brought by such person to enforce a right to an advancement\nof expenses) it shall be a defense, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to\nthe terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication,\nthat such person has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation\n(including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its Sstockholders)\nto have made a determination prior to the commencement of such suit that indemnification of such person is proper in the circumstances\nbecause such person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation\n(including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its Sstockholders)\nthat such person has not met such applicable standard of conduct, shall create a presumption that such person has not met the applicable\nstandard of conduct or, in the case of such a suit brought by such person, be a defense to such suit.\n\n \n\nB-11\n\n \n\n \n\n(l)\n*Indemnification Agreements*. Without limiting the generality of the foregoing, the Corporation shall have the express authority\nto enter into such agreements as the Board deems appropriate for the indemnification of present or future directors and officers of the\nCorporation in connection with their service to, or status with, the Corporation or any other corporation, entity or enterprise with\nwhom such person is serving at the express written request of the Corporation.\n\n \n\nSection\n1813.\nForum; Consent to Jurisdiction; Severability.\n\n \n\n(a)\nUnless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the\n“Court of Chancery”) shall, to the fullest extent provided by law, be the sole and exclusive forum for any stockholder (including\na beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting\na claim of breach of a fiduciary duty owed by any director, officer or other employeestockholder\nof the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation,\nits directors, officers or employeesstockholders\narising pursuant to any provision of the DGCL or this Amended and Restated Certificate\nor the Bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employeesstockholders\ngoverned by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing\nthe suit will be deemed to have consented to service of process on such stockholder’s counsel, except for, as to each of (i) through\n(iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction\nof the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten\ndays following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery,\nor (C) for which the Court of Chancery does not have subject matter jurisdiction, as to which the Court of Chancery and the\nU.S. federal district court for the District of Delaware shall have concurrent jurisdiction.\nNotwithstanding the foregoing, the provisions of this Section 1813(a)\nwill not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or the rules\nand regulations thereunder or any other claim for which the U.S. federal district courts have exclusive jurisdiction. Unless the Corporation\nconsents in writing to the selection of an alternative forum, the U.S. federal district courts shall\n(including the\nU.S. federal district court in the State of Delaware)\nshall, to the fullest extent permitted by law, be the\nexclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended,\nagainst the Corporation or any director, officer, other employee or agent of the Corporation. Any person or entity purchasing or otherwise\nacquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Section\n1813(a).\n\n \n\n(b)Consent\nto Jurisdiction. If any action the subject matter of which is within\nthe scope of Section 18(a) immediately above is filed in a court other than a court located\nwithin the State of Delaware (a “Foreign Action”) in the name of any stockholder,\nsuch stockholder shall be deemed to have consented to (i) the personal jurisdiction of the\nstate and U.S. federal district courts located within the State of Delaware in connection\nwith any action brought in any such court to enforce Section 18(a) (an “FSC Enforcement\nAction”) and (ii) having service of process made upon such stockholder in any such\nFSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action\nas agent for such stockholder.\n\n \n\n(cb) Severability.\nIf any provision or provisions of this Section 1813\nshall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then,\nto the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of\nthe remaining provisions of this Section 1813\n(including, without limitation, each portion of any sentence of this Section 1813\ncontaining any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable)\nand the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.\nAny person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to\nhave notice of and consented to the provisions of this Section 1813.\n\n \n\nSection\n1914.\nCorporate Opportunity. To the extent allowed by law, the doctrine of corporate opportunity, or\nany other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective\naffiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations\nthey may have as of the date of this Fifth Amended Certificate or in the future, andfullest\nextent permitted by law, the Corporation renounces any interest\nor expectancy thatin\nany business opportunity of which any of the directors or,\nofficers or stockholders of the Corporation\nwill offer any such corporate opportunity of which he or she may become aware to;\nprovided that the Corporation, except, the doctrine of corporate does\nnot renounce any interest or expectancy in any business opportunity shall apply with respectoffered\nto any of the directors or officers of the Corporation with respect to a corporate opportunity that\nwas offered to such person solely in his or her capacity as a director or officer of the Corporation and\n(i) such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for\nthe Corporation to pursue and (ii) the director or officer is permitted to refer that opportunity to the Corporation without violating\nany legal obligation..\n\n \n\nSection\n15. Section 203. The Corporation hereby elects not to be governed by the provisions of Section 203 of the DGCL.\n\n \n\nSection\n2016.\nHeadings. The headings contained herein are for convenience only, do not constitute a part of this Fifth\nAmendedRestated Certificate\nand shall not be deemed to limit or affect any of the provisions hereof.\n\n \n\nB-12\n\n \n\n \n\nIN\nWITNESS WHEREOF, the undersigned has executed this Fifth Amended and\nRestated Certificate of Incorporation\nas of July 2, 2025[______________\n__], 2026.\n\n \n\nSBC\nMedical Group Holdings Incorporated\n\n \n\nBy:\nYoshiyuki Aikawa___________________________________\n\nName:\nYoshiyuki Aikawa\n\nTitle: Chief Executive Officer\n\n \n\nB-13"}