{"url_path":"/sec/sbcww/10-q/2026/item-6","section_key":"item-6","section_title":"Item 6 EXHIBITS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1930313/0001193125-26-222737-index.html","accession_number":"0001193125-26-222737","cik":"0001930313","ticker":"SBC","issuer_name":"SBC Medical Group Holdings Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1930313/0001193125-26-222737-index.html","primary_entity_key":"0001930313","primary_entity_name":"SBC Medical Group Holdings Inc"},"word_count":1332,"has_tables":true,"body_markdown":"ITEM 6. EXHIBITS\n\nThe following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.\n\nThe agreements and other documents filed as exhibits to this Quarterly Report are not intended to provide factual information or other disclosures other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.\n\n \n\nExhibit\n\nNo.\n\n \n\nDescription\n\n2.1\n\n \n\n[Agreement and Plan of Merger, dated January 31, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on February 2, 2023).](https://www.sec.gov/Archives/edgar/data/1930313/000149315223003426/ex2-1.htm)\n\n2.2\n\n \n\n[First Amendment to the Agreement and Plan of Merger, dated April 26, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on May 1, 2023).](https://www.sec.gov/Archives/edgar/data/1930313/000149315223014790/ex2-2.htm)\n\n2.3\n\n \n\n[Second Amendment to the Agreement and Plan of Merger, dated May 30, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two](https://www.sec.gov/Archives/edgar/data/1930313/000149315223019965/ex2-2.htm),[Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on June 2, 2023).](https://www.sec.gov/Archives/edgar/data/1930313/000149315223019965/ex2-2.htm)\n\n2.4\n\n \n\n[Third Amendment to the Agreement and Plan of Merger, dated June 15, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on June 16, 2023).](https://www.sec.gov/Archives/edgar/data/1930313/000149315223021671/ex2-2.htm)\n\n2.5\n\n \n\n[Amended and Restated Agreement and Plan of Merger, dated June 21, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on June 22, 2023).](https://www.sec.gov/Archives/edgar/data/1930313/000149315223022132/ex2-1.htm)\n\n2.6\n\n \n\n[First Amendment to the Amended and Restated Agreement and Plan of Merger, dated September 8, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on September 11, 2023).](https://www.sec.gov/Archives/edgar/data/1930313/000149315223032156/ex2-2.htm)\n\n2.7\n\n \n\n[Second Amendment to the Amended and Restated Agreement and Plan of Merger, dated October 26, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to Form 8-K filed by Pono Capital Two, Inc. with the SEC on October 26, 2023).](https://www.sec.gov/Archives/edgar/data/1930313/000149315223038430/ex2-2.htm)\n\n2.8\n\n \n\n[Third Amendment to the Amended and Restated Agreement and Plan of Merger, dated December 28, 2023, by and among Pono Capital Two, Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two, Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on December 29, 2023).](https://www.sec.gov/Archives/edgar/data/1930313/000149315223046431/ex2-2.htm)\n\n \n\n11\n\n[Table of Contents](#toc_page)\n\n \n\n2.9\n\n \n\n[Fourth Amendment to the Amended and Restated Agreement and Plan of Merger, dated April 22, 2024, by and among Pono Capital Two](https://www.sec.gov/Archives/edgar/data/1930313/000149315224015696/ex2-2.htm),[Inc., Pono Two Merger Sub, Inc., SBC Medical Group Holdings Incorporated, Mehana Capital LLC in its capacity as the representative of the stockholders of Pono Capital Two](https://www.sec.gov/Archives/edgar/data/1930313/000149315224015696/ex2-2.htm),[Inc., and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Pono Capital Two, Inc. with the SEC on April 23, 2024).](https://www.sec.gov/Archives/edgar/data/1930313/000149315224015696/ex2-2.htm)\n\n3.1\n\n \n\n[Fifth Amended and Restated Certificate of Incorporation of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 27, 2026).](https://www.sec.gov/Archives/edgar/data/1930313/000119312526127557/sbc-ex3_1.htm)\n\n3.2\n\n \n\n[Certificate of Correction of Fifth Amended and Restated Certificate of Incorporation of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 27, 2026).](https://www.sec.gov/Archives/edgar/data/1930313/000119312526127557/sbc-ex3_2.htm)\n\n3.3\n\n \n\n[Amended and Restated Bylaws of SBC Medical Group Holdings Incorporated (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by SBC Medical Group Holdings Incorporated on September 20, 2024).](https://www.sec.gov/Archives/edgar/data/1930313/000121390024080668/ea021502401ex3-2_sbcmed.htm)\n\n31.1\n\n \n\n[Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](sbc-ex31_1.htm)\n\n31.2\n\n \n\n[Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](sbc-ex31_2.htm)\n\n32.1\n\n \n\n[Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](sbc-ex32_1.htm)\n\n32.2\n\n \n\n[Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](sbc-ex32_2.htm)\n\n101.INS\n\n \n\nInline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.\n\n101.SCH\n\n \n\nInline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.\n\n104\n\n \n\nCover page formatted as Inline XBRL and contained in Exhibit 101.\n\n \n\n12\n\n[Table of Contents](#toc_page)\n\n \n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.\n\n \n\n \n\nSBC Medical Group Holdings Incorporated\n\n \n\n \n\n \n\n \n\nDated: May 14, 2026\n\nBy:\n\n \n\n/s/ Yuya Yoshida\n\n \n\nName:\n\n \n\nYuya Yoshida\n\n \n\nTitle:\n\n \n\nChief Financial Officer\n\n \n\n \n\n \n\n(Authorized Signatory and Principal Financial Officer)\n\n \n\n \n\n13"}