Announcement of Final Results of Tender Offer for Waqoo, Inc. Shares

SBC Medical Group Holdings Incorporated (Nasdaq: SBC) (“SBC Medical” or the “Company”), a global provider of comprehensive consulting and management services for medical organizations, today announced the final results of its tender offer for common shares of Waqoo, Inc. (TOKYO:4937) (the "Tender Offer"), a medical research and development company specializing in regenerative medicine technologies, listed on the Tokyo Stock Exchange Growth Market.

The tender offer, which commenced on November 14, 2025 and concluded on December 12, 2025, was conducted at JPY 1,900 per share. Through the Tender Offer, SBC Medical will acquire 575,052 common shares of Waqoo, Inc., with settlement scheduled to commence on December 19, 2025. In addition, Yoshiyuki Aikawa, the largest shareholder of Waqoo, Inc., is expected to transfer all of his remaining shares to SBC Medical through an off-market transaction outside of the Tender Offer, also effective as of December 19, 2025. As a result of these transactions, SBC Medical’s ownership ratio of the voting rights of Waqoo, Inc. is expected to exceed 50% as of the settlement date, and SBC Medical will newly become the parent company and the largest shareholder of Waqoo, Inc. The acquisition aligns with SBC Medical’s strategic expansion and will enhance the Company’s ability to deliver comprehensive solutions to its medical practice clients.

Transaction Highlights

• Total Investment: Approximately JPY 1,092.5 million for up to 575,052 shares
• Offer Price: JPY 1,900 per share
• Strategic Rationale: Expands SBC's healthcare technology capabilities and strengthens presence in the Japanese market

1. Overview of the Tender Offer

(1) Name and Address of the Tender Offeror

SBC Medical Group Co., Ltd.
908 Kamikurata-cho, Totsuka-ku, Yokohama, Kanagawa, Japan

(2) Name of the Target Company

Waqoo, Inc.

(3) Type of Securities to Be Purchased

Common shares

(4) Number of Shares Planned to Be Purchased

Planned Purchase Volume		Minimum		Maximum
575,000 shares		—		575,000 shares

If the total number of tendered shares does not exceed the maximum planned purchase volume of 575,000 shares, all tendered shares will be purchased. If the total number exceeds the maximum, shares will be purchased on a pro rata basis, and the remainder will not be purchased.