--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-015962" form_type: "8-K" ticker: "SBC" cik: "0001930313" company_name: "SBC Medical Group Holdings Inc" filed_at: "2023-05-09T23:59:59+00:00" generated_at: "2026-06-15T10:27:16.199945+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Pono Capital Two shareholders approve extension to Feb 2024; 9.6M shares redeemed leaving ~$20M in trust ## Summary - Extension Amendment approved at special meeting with 12,147,718 For, 722,941 Against. - Stockholders redeemed 9,577,250 Class A shares; trust account reduced to approximately $20.0 million. - Sponsor converted 2,874,999 Class B shares to Class A on a one-for-one basis per Charter Amendment. - Post-redemption: 5,489,624 Class A shares outstanding, of which 3,566,874 held by initial stockholders not subject to redemption. - Entered non-redemption agreement for 225,000 additional shares; sponsor to transfer common shares post-business combination. ## SEC filing metadata - accession: 0001493152-23-015962 - form_type: 8-K - ticker: SBC - cik: 0001930313 - company_name: SBC Medical Group Holdings Inc - filed_at: 2023-05-09T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 5.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1930313/000149315223015962/0001493152-23-015962-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1930313/000149315223015962/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-015962 - JSON: https://secwatch.observer/filing/0001493152-23-015962.json - Plain text: https://secwatch.observer/filing/0001493152-23-015962.txt ## Key facts - Governance Changes SBC Medical Group Holdings Inc: Amendment to extend business combination deadline to February 9, 2024 and provide for conversion of Class B common stock to Class A common stock on a one-for-one basis prior to closing (effective 2023-05-08). - Change: charter amendment - Effective: 2023-05-08 source text: On May 8, 2023, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to implement the Extension Proposal (as defined below) (the “Charter Amendment”). The Charter Amendment became effective on May 8, 2023 upon filing with the Secretary of State of the State of Delaware. evidence_url: https://www.sec.gov/Archives/edgar/data/1930313/000149315223015962/0001493152-23-015962-index.htm - Material Agreements SBC Medical Group Holdings Inc entered into Non-Redemption Agreement with an unaffiliated stockholder (effective 2023-05-04). - Action: entry - Counterparty: an unaffiliated stockholder - Effective: 2023-05-04 source text: On May 4, 2023, the Company entered into an additional non-redemption agreement with an unaffiliated stockholder pursuant to which such stockholder agreed not to redeem 225,000 of their public shares in connection with the Extension Amendment evidence_url: https://www.sec.gov/Archives/edgar/data/1930313/000149315223015962/0001493152-23-015962-index.htm - Material Agreements SBC Medical Group Holdings Inc entered into Non-Redemption Agreement with certain unaffiliated stockholders (effective 2023-05-03). - Action: entry - Counterparty: certain unaffiliated stockholders - Effective: 2023-05-03 source text: on May 3, 2023, Pono Capital Two, Inc. (the “Company” or “Pono”) entered into non-redemption agreements with certain unaffiliated stockholders owning, in the aggregate, 773,682 shares of the Company’s Class A common stock evidence_url: https://www.sec.gov/Archives/edgar/data/1930313/000149315223015962/0001493152-23-015962-index.htm - Shareholder Votes SBC Medical Group Holdings Inc shareholders approved A proposal to amend the Company's Third Amended and Restated Certificate of Incorporation to (i) extend the date by which Pono has to consummate a business combination from May 9, 2023 to February 9, 2024 and (ii) provide for the right of a holder of Class B common stock to convert such shares into at the 2023-05-08 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-08 source text: Matter For Against Abstain Proposal 1 – The Extension Amendment Proposal - A proposal to amend (the “Extension Amendment”) the Company’s Third Amended and Restated Certificate of Incorporation (as amended, the “Charter”), to (i) extend the date by which Pono has to consummate a business combination from May 9, 2023 to February 9, 2024 (the “Extended Date”) and (ii) provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”) to convert such shares into shares of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder. 12,147,718 722,941 0 Proposal 1 was approved by the Company’s stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1930313/000149315223015962/0001493152-23-015962-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.