SBC Medical Group Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

May 28,** 2026**

To Our Stockholders:

On behalf of the Board of Directors, you are cordially invited to attend the 2026 annual meeting of stockholders of SBC Medical Group Holdings Incorporated to be held at 9:00 a.m. Japan Standard Time on July 9, 2026 (8:00 p.m. Eastern Time on Wednesday, July 8, 2026).

We have decided to hold this year’s annual meeting virtually via live webcast on the internet. We believe hosting a virtual annual meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, and reduces the cost and environmental impact of our annual meeting. You will be able to attend the annual meeting, and proxy holders and stockholders of record will be able to vote and submit questions during the annual meeting by visiting www.virtualshareholdermeeting.com/SBC2026. You will not be able to attend the annual meeting in person.

Details regarding the meeting, the business to be conducted at the meeting, and information about SBC Medical Group Holdings Incorporated that you should consider when you vote your shares are described in the accompanying proxy statement.

At the annual meeting, four (4) persons will be elected to our board of directors. In addition, we will ask stockholders to ratify the appointment of MaloneBailey, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 and to approve proposals to amend and restate our Fifth Amended and Restated Certificate of Incorporation (the “Current Charter”). The board of directors recommends that you vote FOR all nominees for director, FOR the ratification of the appointment of MaloneBailey, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 and FOR each proposal providing for the amendment and restatement of our Current Charter. Such other business will be transacted as may properly come before the annual meeting.

As permitted by the rules of the Securities and Exchange Commission, we are also pleased to be furnishing our proxy materials to stockholders primarily over the internet. We believe this process expedites stockholders’ receipt of the materials, lowers the costs of the annual meeting and conserves natural resources. We sent a Notice of Internet Availability of Proxy Materials on or about May 28, 2026, to our stockholders of record at the close of business (Eastern Time) on May 20, 2026. The notice contains instructions on how to access our Proxy Statement and 2025 Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the internet, please follow the instructions for requesting such materials included in the notice.

Whether you plan to attend the annual meeting or not, it is important that you cast your vote either in person or by proxy. You may submit a proxy to vote your shares over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to submit a proxy to vote your shares in accordance with the instructions set forth in the proxy statement. We encourage you to vote your shares by submitting a proxy in advance of the annual meeting so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of SBC Medical Group Holdings Incorporated.

Sincerely,

/s/ Taiki Sakaguchi

Taiki Sakaguchi

Corporate Secretary

May 28,** 2026**

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

DATE/TIME: 9:00 a.m. Japan Standard Time on July 9, 2026 / 8:00 p.m. Eastern Time on July 8, 2026

PLACE: Virtual atwww.virtualshareholdermeeting.com/SBC2026

You will need to have your control number shown on your Notice of Internet Availability of Proxy Materials or on your proxy card (or voting instruction form) if you elected to receive proxy materials by mail or your e-delivery notice.

PURPOSES:

WHO MAY VOTE:

You may vote if you were the record owner of common stock of SBC Medical Group Holdings Incorporated as of the close of business on May 20, 2026.

All stockholders are cordially invited to attend the annual meeting.**Whether you plan to attend the annual meeting or not, we urge you to submit your proxy by the Internet, telephone or mail in order to ensure that your shares are counted to establish the presence of a quorum of stockholders.**You may change or revoke your proxy at any time before it is voted at the annual meeting.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Taiki Sakaguchi

Taiki Sakaguchi

Corporate Secretary

TABLE OF CONTENTS****

PROXY STATEMENT FOR SBC MEDICAL GROUP HOLDINGS, INC.

2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 9, 2026 (JST)/July 8, 2026 (ET)