Form SCHEDULE 13G SBC Medical Group Holdin Filed by: Aikawa Equity Management Co., Ltd.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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SBC Medical Group Holdings Inc (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
73245B107 (CUSIP Number) |
03/06/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. | 73245B107 |
| 1 | Names of Reporting Persons
Aikawa Equity Management Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,284,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 11 is based on 102,576,943 shares of Common Stock, $0.0001 par value per share ("Common Stock") of SBC Medical Group Holdings Incorporated (the "Issuer") outstanding on December 26, 2025 as disclosed in the Issuer's prospectus filed with the SEC on January 5, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
SBC Medical Group Holdings Inc | |
| (b) | Address of issuer's principal executive offices:
200 Spectrum Center Dr. STE 300 Irvine, CA, 92618 | |
| Item 2. | ||
| (a) | Name of person filing:
Aikawa Equity Management Co., Ltd | |
| (b) | Address or principal business office or, if none, residence:
908 Kamikurata-Cho, Totsuka-ku, Yokohama, Kanagawa, 244-0816 | |
| (c) | Citizenship:
Japan | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
73245B107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information relating to the beneficial ownership of the Common Stock by the Reporting Person set forth in Rows 5 through 11 of the cover page hereto and related footnote are incorporated by reference herein.
The Reporting Person acquired the Common Stock disclosed on this Schedule 13G pursuant to a subscription agreement dated December 23, 2025, between Dr. Yoshiyuki Aikawa, Chief Executive Officer of the Issuer, and the Reporting Person. As of March 6, 2026, Dr. Aikawa ceased to have voting and dispositive power over the Common Stock held by the Reporting Person. | |
| (b) | Percent of class:
5.2% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
5,284,500 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
5,284,500 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Commencing on March 6, 2026, Dr. Aikawa entered into agreements with certain consultants providing services to medical corporations that have entered into contractual and service arrangements with subsidiaries of the Issuer pursuant to which such consultants acquired equity interests in the Reporting Person and the right to redeem those interests in exchange for proceeds from the sale of Common Stock held by the Reporting Person, subject to the terms of the such interests. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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