SBC Medical Group Holdings Inc — Form 8-K

SBC Medical Group Holdings Inc. (formerly PONO Capital Two, Inc.) filed amended and restated certificate of incorporation (effective July 9, 2026) and bylaws (adopted July 8, 2026). The filings formalize the entity name change and establish standard governance structure: 400M authorized common shares ($0.0001 par) and 20M preferred shares; Board-managed structure with standard committees; Delaware Court of Chancery as exclusive forum for derivative/fiduciary duty claims; indemnification provisions for directors and officers; and detailed stockholder meeting/nomination procedures. No material economic event or transaction occurred—this is routine post-merger/SPAC completion documentation.