Revenue Growth - Total revenues for Q3 2024 were $53 million, a 12% increase from $47 million in Q3 2023[2] - Total revenues for the nine months ended September 30, 2024 were $160 million, representing a 23% increase from $131 million in the same period of 2023[10] - Total revenues for the three months ended September 30, 2024, were $53,084,883, an increase of 12% compared to $47,278,685 for the same period in 2023[26] Net Income and Profitability - Net income for Q3 2024 was $2 million, down from $8 million in Q3 2023, while net income for the nine months was $40 million, a 60% increase from $25 million in the same period of 2023[4][5] - Net income attributable to SBC Medical Group Holdings Incorporated for the three months ended September 30, 2024, was $2,832,894, down from $8,356,414 in the same period last year[26] - Comprehensive income attributable to SBC Medical Group Holdings Incorporated for the nine months ended September 30, 2024, was $41,575,160, compared to $5,626,457 in the prior year[26] - Basic and diluted net income per share for the three months ended September 30, 2024, was $0.03, a decrease from $0.09 in the same period of 2023[26] - Net income for September 2024 was $40,142,008, a 64.5% increase from $24,330,964 in September 2023[27] EBITDA and Operating Performance - EBITDA for the nine months ended September 30, 2024 was $68 million, a 21% increase from the same period in 2023, with an EBITDA margin of 42%[4] - EBITDA for the three months ended September 2024 was $14,852,962, with an EBITDA margin of 28%, compared to $23,311,051 and 49% in the same period of 2023[29] - Income from operations for the three months ended September 30, 2024, was $13,834,603, down from $20,023,242 in the same period last year[26] Operating Expenses - Operating expenses for the three months ended September 30, 2024, totaled $29,404,487, significantly higher than $13,475,134 for the same period in 2023[26] - Total operating expenses for the nine months ended September 30, 2024, were $56,592,092, compared to $47,265,904 in the previous year[26] Customer and Clinic Growth - The number of partner clinics increased to 224 as of September 30, 2024, up by 24 from the previous year[5] - The number of customers in the last twelve months reached 4.3 million, reflecting a year-over-year increase of 13.5%[6] Cash and Liquidity - Cash and cash equivalents totaled $137.4 million as of September 30, 2024, up from $103 million at the end of 2023[13] - Net cash provided by operating activities was $27 million for the nine months ended September 30, 2024, a 23% increase from $22 million in the same period of 2023[14] - Cash and cash equivalents at the end of the period reached $137,393,070, up from $77,430,969 a year earlier, indicating a 77.4% increase[28] - Net cash provided by operating activities increased to $27,886,231 in September 2024 from $22,753,983 in September 2023, representing a 22.5% growth[27] Balance Sheet and Assets - Total assets increased to $296,478,592 as of September 30, 2024, up from $258,805,271 on December 31, 2023, representing a growth of approximately 14.5%[23] - Current assets rose to $202,099,828, compared to $165,905,926, reflecting an increase of about 21.7%[23] - Total stockholders' equity reached $205,520,424, a significant increase from $143,810,249, marking an increase of approximately 43%[24] - Retained earnings improved to $182,923,786, up from $142,848,732, indicating a growth of around 28%[24] - Current liabilities decreased to $72,420,534 from $92,451,270, a reduction of about 21.7%[23] - Non-current liabilities fell to $18,537,634, down from $22,543,752, representing a decrease of approximately 17.7%[23] Investments and Other Financial Metrics - Long-term investments increased significantly to $4,905,115 from $849,434, marking a growth of approximately 478%[23] - The company reported a realized gain on short-term investments of $1,682,282 in September 2024, compared to a loss of $223,164 in September 2023[27] - The company made a significant investment in customer loans receivable, totaling $12,860,220 in September 2024[27] - Cash paid for income taxes was $31,332,123 in September 2024, compared to $12,608,072 in September 2023, reflecting a substantial increase in tax obligations[28] - The company reported a net cash used in investing activities of $(5,554,039) in September 2024, contrasting with a net cash provided of $8,659,196 in September 2023[28] - Proceeds from reverse recapitalization amounted to $11,707,417 in September 2024, indicating a strategic move to enhance capital structure[28] Return on Equity - Return on equity for the nine months ended September 30, 2024 was 31%, a year-over-year increase of one percentage point[7]

Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $308,266, attributed to operating and formation costs of $460,648, franchise tax of $41,073, and income tax expense of $40,507, partially offset by interest and dividend income of $233,962 from investments held in the Trust Account [150]. - For the six months ended June 30, 2024, the company had a net loss of $600,812, resulting from operating and formation costs of $923,287, franchise tax expense of $83,100, and income tax expense of $85,722, with interest and dividend income of $491,297 from investments held in the Trust Account [152]. - The company had a net income of $196,786 for the three months ended June 30, 2023, from interest and dividend income of $836,888, offset by operating and formation costs of $430,842, franchise tax expense of $42,532, and income tax expense of $166,728 [151]. - For the six months ended June 30, 2023, the company reported a net income of $810,119, driven by interest and dividend income of $2,101,363, partially offset by operating and formation costs of $805,330, franchise tax expense of $56,491, and income tax expense of $429,423 [153]. Cash Flow and Liquidity - For the six months ended June 30, 2024, net cash used in operating activities was $895,262, compared to $1,315,001 for the same period in 2023, indicating a decrease of approximately 32% [154][155]. - Net cash provided by investing activities for the six months ended June 30, 2024, was $3,260,369, a significant decrease from $100,883,237 in 2023, reflecting a decline of over 96% [157][158]. - For the six months ended June 30, 2024, net cash used in financing activities was $1,264,667, a decrease from $99,078,879 in 2023, indicating a significant reduction in financing outflows [158]. - The company expects to need additional capital to satisfy liquidity needs beyond the net proceeds from the Initial Public Offering, indicating potential financial strain [163]. Business Combination and Future Plans - The company extended the date to consummate a business combination from February 9, 2024, to November 9, 2024, with no additional amount to be paid by the Sponsor into the Trust Account [133]. - The total consideration for the Business Combination is valued at $1,200,000,000, subject to adjustments based on SBC's Net Working Capital and outstanding indebtedness at Closing [138]. - The company has until November 9, 2024, to consummate a business combination, with a mandatory liquidation if not completed by that date, raising concerns about its ability to continue as a going concern [163]. Outstanding Obligations and Financial Position - As of June 30, 2024, the outstanding balance under the Convertible Promissory Note amounted to $2,700,000, increased from $1,000,000 as of December 31, 2023 [148]. - As of June 30, 2024, the company had a working capital deficit of $1,992,535 and an accumulated deficit of $6,596,081, highlighting ongoing financial challenges [163]. - The company incurred a loss from operations of $1,006,387 for the six months ended June 30, 2024, compared to a loss of $861,821 in the same period of 2023, representing an increase in operational losses of approximately 17% [163]. Initial Public Offering - The Initial Public Offering generated gross proceeds of $115,000,000 from the sale of 11,500,000 units, including an over-allotment option [159]. - The underwriters received a cash underwriting discount of $1,955,000 upon the closing of the Initial Public Offering, with additional deferred fees of $4,025,000 contingent on a successful business combination [169]. Shareholder Activity - The company has approximately $17.9 million remaining in the trust account after stockholders redeemed an aggregate of 273,334 shares of Class A common stock during the Second Special Meeting [133]. - The company entered into a non-redemption agreement to acquire 1,500,000 to 1,700,000 shares of Class A common stock, with the Holder purchasing 1,460,771 shares as of June 30, 2024, not meeting the minimum share requirement for incentive shares [132]. Administrative Costs - The company incurred $60,000 in administrative support fees for the six months ended June 30, 2024, reflecting ongoing operational costs [167]. Revenue Generation - The company has not generated any revenues to date and does not expect to do so until after the completion of its initial business combination [149].

Financial Performance - The company reported a net loss of $292,546 for the three months ended March 31, 2024, due to operating and formation costs of $462,639, franchise tax expense of $42,027, and income tax expense of $45,215, partially offset by interest and dividend income of $257,335 [142]. - For the three months ended March 31, 2023, the company had a net income of $613,333, resulting from interest and dividend income of $1,264,475, offset by operating and formation costs of $374,488, franchise tax expense of $13,959, and income tax expense of $262,695 [143]. - The company has incurred net cash used in operating activities of $487,452 for the three months ended March 31, 2024, primarily due to interest and dividend income and net loss [144]. - For the three months ended March 31, 2024, the company incurred a loss from operations of $504,666, compared to a loss of $388,447 for the same period in 2023 [151]. Business Combination and Operations - The company has not engaged in any operations or generated revenues to date, with activities focused on organizational tasks and identifying a target company for a business combination [141]. - The company entered into a merger agreement with SBC Medical Group Holdings Incorporated, with a total consideration of $1,200,000,000, which was later amended to $1,000,000,000 [132]. - The company extended the date to consummate a business combination from February 9, 2024, to November 9, 2024, with stockholders redeeming an aggregate of 273,334 shares of Class A common stock, leaving approximately $17.9 million in the trust account [136]. - The company held a special meeting where stockholders approved an extension of the business combination deadline and redeemed 9,577,250 shares of Class A common stock, resulting in approximately $20.0 million remaining in the trust account [129]. - The company has until November 9, 2024, to consummate a business combination, or it will face mandatory liquidation [151]. Capital and Funding - As of March 31, 2024, the outstanding balance under the Convertible Promissory Note amounted to $2,700,000, an increase from $1,000,000 as of December 31, 2023 [140]. - The Initial Public Offering generated gross proceeds of $115,000,000 from the sale of 11,500,000 units [147]. - The company placed $117,875,000 in a trust account from the net proceeds of the Initial Public Offering and the sale of Placement Units [149]. - The company intends to use funds in the trust account to complete its initial business combination and for working capital needs [150]. - The company expects to need additional capital to satisfy liquidity needs beyond the net proceeds from the Initial Public Offering [151]. Shareholder Agreements and Stock - The company entered into a non-redemption agreement with an investor to acquire 1,500,000 to 1,700,000 shares of Class A common stock, with the incentive shares contingent on the investor holding the shares until the closing of the business combination [135]. - The company approved an amendment to its certificate of incorporation to allow Class B common stockholders to convert their shares into Class A common stock on a one-for-one basis prior to the closing of a business combination [129]. - The underwriters received a cash underwriting discount of $1,955,000 upon the closing of the Initial Public Offering [157]. - As of March 31, 2024, the company had $1,659,751 in cash held outside of the Trust Account and a working capital deficit of $1,500,980 [151]. Investing Activities - For the three months ended March 31, 2024, net cash provided by investing activities was $3,127,476, primarily due to payments to redeeming stockholders of $2,964,667 [146]. - The company incurred $30,000 for administrative support services from the Sponsor for the three months ended March 31, 2024 [155].

Financial Performance - The company reported a net income of $339,767 for the year ended December 31, 2023, resulting from interest and dividend income of $2,641,407, offset by operating costs of $1,635,452, franchise tax expense of $137,379, and income tax expense of $528,809[68]. - For the year ended December 31, 2023, net cash used in operating activities was $2,132,921, primarily due to interest and dividends earned on marketable securities of $2,641,407, offset by net income and changes in operating assets and liabilities[70]. - The company has incurred total operating and formation costs of $1,635,452 for the year ended December 31, 2023, reflecting its ongoing expenses as a public entity[68]. - For the year ended December 31, 2023, the Company incurred a loss from operations of $(1,772,831) and net cash used in operating activities was $2,132,921[80]. - The Company incurred $120,000 in administrative support fees to its Sponsor for the year ended December 31, 2023[84]. Cash Flow and Investments - The company had net cash provided by investing activities of $101,010,630 for the year ended December 31, 2023, mainly from proceeds for payment to redeeming shareholders[72]. - As of December 31, 2023, the Company reported a cash balance of $284,394 outside the Trust Account and a working capital deficit of $1,129,417[80]. - The Company has a Convertible Promissory Note of $1,000,000 to address liquidity needs and expects to require additional capital beyond the Initial Public Offering proceeds[80]. - The Company has committed up to $1,500,000 in Working Capital Loans from initial stockholders, officers, and directors, although there is no guarantee of receipt[80]. Business Combination and Mergers - The company entered into a merger agreement with SBC Medical Group Holdings Incorporated, with a total consideration of $1,000,000,000, subject to adjustments based on SBC's net working capital and outstanding indebtedness[53]. - As of the Special Meeting on May 8, 2023, stockholders approved an extension of the business combination deadline to February 9, 2024, with approximately $20 million remaining in the trust account after redemptions[55]. - The company has extended the deadline for consummating a business combination to November 9, 2024, with approximately $17.9 million remaining in the trust account after the second special meeting[61]. - The Company has until November 9, 2024, to complete a business combination, failing which it will face mandatory liquidation[80]. Initial Public Offering - The Company completed its Initial Public Offering on August 9, 2022, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units, including 1,500,000 units from the underwriters' over-allotment option[76]. - The Company sold an additional 634,375 Placement Units at $10.00 per unit, generating gross proceeds of $6,343,750[77]. - The underwriters received a cash underwriting discount of $1,955,000 upon the closing of the Initial Public Offering, with an additional deferred fee of $4,025,000 payable upon completion of a business combination[86]. Other Financial Information - The Company has no off-balance sheet arrangements as of December 31, 2023[82]. - The company redeemed an aggregate of 9,577,250 shares of Class A common stock in connection with the Special Meeting, impacting the funds available in the trust account[55]. - The company issued a convertible promissory note of $1,000,000 to SBC, which was later increased to $2,700,000 under an amended agreement[65].

Financial Performance - The company reported a net loss of $104,535 for the three months ended September 30, 2023, primarily due to operating and formation costs of $282,917[132]. - For the nine months ended September 30, 2023, the company achieved a net income of $705,584, driven by interest and dividend income of $2,367,607 from investments held in the Trust Account[133]. - For the nine months ended September 30, 2023, the Company reported a loss from operations of $1,185,182 and net cash used in operating activities of $1,715,587[146]. - The company incurred operating and formation costs of $1,088,247 for the nine months ended September 30, 2023[133]. - The company incurred $90,000 in administrative support fees for the nine months ended September 30, 2023, paid to Mehana Capital LLC[150]. Cash and Trust Account - As of September 30, 2023, the remaining funds in the trust account amounted to approximately $20 million after stockholder redemptions of 9,577,250 shares[126]. - As of September 30, 2023, the Company had $574,336 in cash held outside of the Trust Account and a working capital deficit of $643,843[146]. - The company plans to utilize funds from the trust account to complete its initial business combination and cover tax obligations[145]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on August 9, 2022, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units[141]. - The underwriters exercised an over-allotment option to purchase an additional 1,500,000 Units at an offering price of $10.00 per Unit, totaling $15,000,000[151]. - A cash underwriting discount of $1,955,000 was paid to the underwriters upon the closing of the Initial Public Offering[152]. - The Company has a promissory note with the Sponsor for up to $300,000 to cover Initial Public Offering expenses, which was fully repaid at the closing of the Initial Public Offering[153]. Business Combination and Future Plans - The company entered into a merger agreement with SBC Medical Group Holdings, with a total consideration of $1,000,000,000, subject to adjustments based on SBC's net working capital[124]. - The company issued a convertible promissory note of $1,000,000 to SBC, which will convert into shares of common stock at a rate of $10.00 per share prior to the merger[128][129]. - The Company has not yet selected a business combination target and has not engaged in any substantive discussions regarding potential targets[120]. - The Company has until February 9, 2024, to consummate a business combination, or it will face mandatory liquidation and potential dissolution[146]. - The Company has incurred significant costs in pursuit of financing and acquisition plans, and expects to need additional capital beyond the net proceeds from the Initial Public Offering[146]. Stock and Redemption - The Company recognizes changes in redemption value of Class A common stock immediately and adjusts the carrying value to equal the redemption value at the end of each reporting period[160]. - The calculated net income (loss) per share is the same for Class A and Class B common stock, with no consideration for the effect of Public Warrants and Placement Warrants in the calculation[162].

Financial Performance - The Company reported a net income of $196,786 for the three months ended June 30, 2023, resulting from interest and dividend income of $836,888, offset by operating costs of $430,842 and taxes [126]. - For the six months ended June 30, 2023, the Company had a net income of $810,119, with interest and dividend income totaling $2,101,363, and total operating costs of $805,330 [127]. - The Company has incurred a loss from operations of $861,821 for the six months ended June 30, 2023, and net cash used in operating activities was $1,315,001 [138]. Cash and Working Capital - As of June 30, 2023, the Company had $974,921 in cash held outside of the Trust Account and a working capital deficit of $280,468 [138]. - The Company approved an extension to consummate a business combination until February 9, 2024, with stockholders redeeming 9,577,250 shares of Class A common stock, leaving approximately $20 million in the trust account [122]. Business Combination and Financing - The Company intends to use substantially all funds in the trust account to complete its initial business combination, with a deadline of February 9, 2024, to consummate such a transaction [137]. - The Business Combination with SBC Medical Group Holdings Incorporated is valued at approximately $1,200,000,000, subject to adjustments based on SBC's net working capital and outstanding indebtedness [120]. - The Company has entered into a convertible promissory note with SBC for $1,000,000, which will convert into shares of common stock prior to the merger [124]. - The Company generated gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 units on August 9, 2022 [133]. - Following the Initial Public Offering, $117,875,000 was placed in a trust account, representing net proceeds from the sale of units [136]. - The underwriters exercised the over-allotment option to purchase an additional 1,500,000 Units at an offering price of $10.00 per Unit, totaling $15,000,000 [143]. - The Company has a promissory note with the Sponsor for up to $300,000, which was fully borrowed prior to the Initial Public Offering and repaid at the closing on August 9, 2022 [144]. Administrative Expenses - The Company incurred $30,000 and $60,000 in administrative support fees for the three and six months ended June 30, 2023, respectively, compared to no fees incurred in the same periods of 2022 [142]. Stock and Redemption - The Company recognizes changes in redemption value of Class A common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period [150]. - Net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding, with no consideration for the effect of Public and Placement Warrants [152].

Financial Performance - The Company had a net income of $613,333 for the three months ended March 31, 2023, resulting from interest and dividend income of $1,264,475, offset by operating costs of $374,488 and taxes totaling $276,654[111]. - The Company incurred a loss from operations of $388,447 for the three months ended March 31, 2023[121]. - The Company has not engaged in any operations or generated revenues to date, with future income expected only after the completion of the initial business combination[110]. - The company incurred $30,000 for administrative support services in Q1 2023, compared to $0 in the same period of the previous year[126]. - Net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding, with no consideration for the effect of Public and Placement Warrants[135]. Cash and Capital Structure - As of March 31, 2023, the Company had $217,348 in cash outside of the Trust Account and a working capital surplus of $191,841, with an accumulated deficit of $3,733,516[121]. - The Company raised gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 units on August 9, 2022[115]. - The underwriters exercised an over-allotment option to purchase an additional 1,500,000 Units for a total of $15,000,000[127]. - A cash underwriting discount of $1,955,000 was paid to the underwriters upon the closing of the Initial Public Offering[128]. - The company has not specified a maximum redemption threshold for its Class A common stock, but will not redeem shares if it causes net tangible assets to fall below $5,000,001[133]. Business Combination and Future Plans - The Business Combination with SBC Medical Group Holdings Incorporated is valued at approximately $1,200,000,000, subject to adjustments based on SBC's net working capital and outstanding indebtedness[106]. - The Company intends to use substantially all funds in the trust account to complete its initial business combination, with the remaining proceeds to be used for working capital and growth strategies[119]. - The Company has until February 9, 2024, to consummate a business combination, failing which it will face mandatory liquidation[121]. - The Company entered into non-redemption agreements with stockholders owning 998,682 shares, ensuring they would not redeem their shares in connection with the Extension Amendment[109]. Impact of External Factors - The Company continues to evaluate the impact of the COVID-19 pandemic on its financial position and operations, though specific impacts remain undetermined[122]. - As of March 31, 2023, the company did not have any off-balance sheet arrangements[124]. Accounting and Management Expectations - Management does not anticipate that recently issued accounting standards will materially affect the company's financial statements[136].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number: 001-41462 | --- | |-----------------------------------------------------------------------| | | | Delaware | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-41462 PONO CAPITAL TWO, INC. (Exact name of registrant as specified in its charter) | | | (State or other ju ...