Business Context and Reporting Period
This Form 8-K Current Report is filed by SBC Medical Group Holdings Inc (SBC) on December 13, 2025. The filing discloses the final results of a tender offer conducted by its subsidiary, SBC Medical Group Co., Ltd. ("SBCMG"), for shares of Waqoo, Inc., a Japanese corporation listed on the Tokyo Stock Exchange Growth Market.
Key Financial Metrics and Transaction Details
The filing focuses on a specific corporate transaction rather than general financial performance metrics such as revenue or cash flow. Key transaction data includes:
- Offer Price: ¥1,900 per share.
- Maximum Shares Planned: 575,000 shares.
- Total Shares Tendered: 637,817 shares (exceeding the maximum).
- Shares to Be Purchased: 575,052 shares (allocated on a pro rata basis).
- Settlement Date: December 19, 2025.
- Settlement Agent: SBI SECURITIES Co., Ltd.
Material Changes and Ownership Structure
As a result of the tender offer, SBCMG will hold 9,286 voting rights, representing a 24.93% ownership ratio in Waqoo. Additionally, a special related party (Waqoo's largest shareholder) is expected to transfer all remaining shares to SBCMG via an off-market transaction effective December 19, 2025. Consequently, SBCMG's ownership ratio of Waqoo's voting rights is expected to exceed 50% upon settlement.
Guidance, Outlook, and Risks
Management states there are no expected changes to the plans, policies, or intentions described in the tender offer statement filed in Japan on November 14, 2025. The Company will continue to evaluate its investment in Waqoo and take appropriate actions under applicable laws. The filing includes standard forward-looking statement disclaimers, noting that actual results may differ due to economic, regulatory, and market conditions.
Investor Verification Checklist
- Verify the final settlement of the tender offer and the off-market share transfer on or after December 19, 2025.
- Confirm the final consolidated ownership percentage of Waqoo, Inc. held by SBCMG post-transaction.
- Review the press release filed as Exhibit 99.1 for detailed strategic rationale.
- Monitor future filings for updates on the integration of Waqoo or changes to the investment strategy.