SBC Medical Group Holdings Inc (SBC): debt financing — Pono Capital Two issues $1M convertible note to SBC Medical Group in merger financing

SBC Medical Group Holdings Inc

Convertible promissory note of $1M issued to SBC Medical Group, convertible into Class A common at $10/share.
Note bears no interest; prepayable anytime; automatically converts at merger consummation.
Closing of note sale must occur by May 31, 2023; issuance exempt under Securities Act Section 4(a)(2).
SBC enters lock-up agreement on converted shares; lock-up from merger close through price/date triggers.
Note purchase supports previously announced merger between Pono Capital Two and SBC Medical Group.

item 1.01 item 2.03 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

SBC Medical Group Holdings Inc incurred convertible notes of $1,000,000 with SBC Medical Group Holdings Incorporated.

Instrument: convertible notes
Principal: $1,000,000
Counterparty: SBC Medical Group Holdings Incorporated
Event: incurrence

Exact text from the filing

Pursuant to the Note Purchase Agreement, the Company and SBC have agreed, subject to the terms and conditions set forth in the Note Purchase Agreement, that the Company will issue and sell to SBC a convertible promissory note (the “ Note ”) of $1,000,000 in aggregate principal amount (the “ Principal Amount ”).

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Source: SEC EDGAR

accession 0001493152-23-018332

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