Business Context and Reporting Period
This Form 8-K was filed by Pono Capital Two, Inc., not SBC Medical Group Holdings Inc., and reports Nasdaq continued-listing deficiencies identified on May 6 and May 7, 2024. The filing was signed on May 8, 2024.
Financial and Operating Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
Material Changes and Listing Status
- On May 6, 2024, Nasdaq notified the Company that its Market Value of Publicly Held Shares was below the required $15 million threshold under Nasdaq Listing Rule 5450(b)(2)(C), based on the preceding 34 consecutive business days.
- The Company has until November 4, 2024, to regain compliance by maintaining at least $15 million of Market Value of Publicly Held Shares for 10 consecutive business days.
- On May 7, 2024, Nasdaq separately notified the Company that it had fewer than the required 400 total holders under Listing Rule 5450(a)(2).
- The Company has 45 calendar days to submit a compliance plan for the total-holders deficiency. If Nasdaq accepts the plan, Nasdaq may grant an extension of up to 180 calendar days from the notice date.
- As previously disclosed, the Company also had until May 17, 2024, to submit a plan concerning the requirement to maintain at least 1.1 million publicly held shares.
Outlook, Risks, and Contingencies
The notices had no immediate effect on the listing of the Company’s securities. The Company stated that it plans to submit the required compliance plans and is evaluating various actions to regain compliance.
Management cautioned that there can be no assurance the Company will regain compliance with the Market Value of Publicly Held Shares, total-holders, or minimum-public-shares requirements, or maintain compliance with other Nasdaq continued-listing requirements. Failure to regain compliance could result in delisting.
Key Facts for Investors to Verify
- Confirm the correct issuer, because the filing identifies Pono Capital Two, Inc., while the request metadata identifies SBC Medical Group Holdings Inc.
- Monitor Nasdaq’s determination regarding the Market Value of Publicly Held Shares deficiency by the November 4, 2024 deadline.
- Verify whether the Company submitted and Nasdaq accepted a compliance plan for the total-holders deficiency.
- Verify the status of the separate minimum-public-shares deficiency and the May 17, 2024 compliance-plan deadline.
- Assess any subsequent Nasdaq delisting, extension, appeal, corporate transaction, or capital-markets disclosures.