v3.26.1
ORGANIZATION AND DESCRIPTION OF BUSINESS (Tables)
6 Months Ended
Jun. 30, 2026
Organization And Description Of Business  
SCHEDULE OF PROCEEDS FROM MERGER

Cash—Pono working capital cash

 

$

766,735

 

Cash—Pono trust

 

 

16,731,409

 

Less: transaction costs and advisory fees

 

 

5,790,727

 

Net proceeds from Pono Merger

 

$

11,707,417

 

SCHEDULE OF MAJOR SUBSIDIARIES

As of June 30, 2026, the Company’s major subsidiaries are as follows:

 

Name

 

Place of
Incorporation

 

Date of
Incorporation or
Acquisition

 

Percentage of
Ownership

 

Principal
Activities

Subsidiaries

 

 

 

 

 

 

 

 

SBC Medical Group, Inc.

 

United States

 

January 20, 2023

 

100%

 

Investment holding

SBC Medical Group Co., Ltd.*

 

Japan

 

June 18, 2003

 

100%

 

Franchising, procurement, management, rental and marketing services

Liesta Co., Ltd.

 

Japan

 

December 15, 2020

 

100%

 

Real estate brokerage services

SBC Sealane Co., Ltd.

 

Japan

 

June 7, 2022

 

100%

 

Leasehold improvement services

Medical Payment Co., Ltd.

 

Japan

 

June 30, 2022

 

75%

 

Loan services

SBC Medical Consulting Co., Ltd.

 

Japan

 

August 2, 2022

 

100%

 

Human resource services

MB career lounge Co., Ltd.

 

Japan

 

July 17, 2025

 

100%

 

Management supporting services

Waqoo, Inc.

 

Japan

 

December 19, 2025

 

54%

 

Medical support services and direct-to-consumer product sales

Cell Pro Japan Co., Ltd.

 

Japan

 

December 19, 2025

 

54%

 

Regenerative medicine, contract review and processing, and cosmetics and raw materials business

SBC Medical M&A Advisory Co., Ltd.

 

Japan

 

January 7, 2026

 

100%

 

M&A brokerage and financial advisory services

Shoubikai Medical Vietnam Co., Ltd.

 

Vietnam

 

August 29, 2013

 

100%

 

Cosmetic clinic

SBC Irvine, LLC

 

United States

 

December 27, 2018

 

100%

 

Management services for cosmetic clinic in the United States

SBC Healthcare Inc.

 

United States

 

December 16, 2019

 

100%

 

Management services for cosmetic clinic in the United States

Aesthetic Healthcare Holdings Pte. Ltd.

 

Singapore

 

November 20, 2024

 

100%

 

Investment holding

Wen & Weng Family Clinic Pte. Ltd. **

 

Singapore

 

November 20, 2024

 

100%

 

General outpatient medical services

Wen & Weng Medical Group Pte. Ltd. **

 

Singapore

 

November 20, 2024

 

100%

 

Healthcare-related businesses

Rochor Clinic Pte. Ltd. **

 

Singapore

 

November 20, 2024

 

100%

 

General outpatient medical services

Dermasolutions Pte. Ltd. **

 

Singapore

 

November 20, 2024

 

100%

 

Cosmetic and dermatological treatments and products

Dermasolutions Services Pte. Ltd. **

 

Singapore

 

November 20, 2024

 

100%

 

Cosmetic services and products

SBC MEDICAL APAC PTE. LTD.

 

Singapore

 

March 26, 2025

 

100%

 

Asia-Pacific regional headquarters

 

* In January 2025, the Company effected a merger in which SBC Japan and Shobikai Sub merged with and into L’Ange Sub. As a result, the separate corporate existence of SBC Japan and Shobikai Sub ceased, with L’Ange Sub continuing as the surviving company. Following the merger, L’Ange Sub changed its name to SBC Medical Group Co., Ltd., which is herein referred to as “SBC Japan.” In January 2026, the Company effected a merger in which SBC Marketing Co., Ltd. merged with and into SBC Japan. As a result, the separate corporate existence of SBC Marketing Co., Ltd. ceased, with SBC Japan continuing as the surviving company.

** Subsidiaries of Aesthetic Healthcare Holdings Pte. Ltd. (“AHH”)