Social Commerce Partners Corp
For the period ended Dec 22, 2025. Filed Dec 29, 2025.
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Dec 22, 2025 · Filed Dec 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 22, 2025
Date of Report (Date of earliest event reported)
Social Commerce Partners Corporation
(Exact name of Registrant as specified in its charter)
| Cayman Islands | 333-291762 | N/A |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 5717 Legacy Drive, #250 Plano, TX | 75024 |
|---|---|
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(214)763-2987
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant | SCPQU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | SCPQ | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | SCPQW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
On December 22, 2025, the registration statement on Form S-1 (File No. 333-291762) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Social Commerce Partners Corporation (the “Company”) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”).
On December 24, 2025, Social Commerce Partners Corporation (the “Company”) consummated its IPO, which consisted of 10,000,000 units (the “Units”),. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statements, filed with the t SEC:
| ● | Underwriting Agreement, dated December 22, 2025, by and between the Company and BTIG, LLC, as representative of the underwriters (“BTIG”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference; |
| ● | Warrant Agreement, dated as of December 22, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference; |
| ● | Letter Agreement, dated December 22, 2025, by and among the Company, Social Commerce Acquisition Partners, LLC (the “Sponsor”), the initial shareholders and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference; |
| ● | Investment Management Trust Agreement, dated as of December 22, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference; |
| ● | Registration Rights Agreement, dated as of December 22, 2025, by and among the Company and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 and incorporated herein by reference; |
| ● | Private Units Subscription Agreement, dated December 22, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference; |
| ● | Private Units Subscription Agreement, dated December 22, 2025, by and between the Company and BTIG, a copy of which is attached as Exhibit 10.5 and incorporated herein by reference; |
| ● | Indemnity Agreement, dated as of December 22, 2025, by and among the Company and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.6 and incorporated herein by reference; and |
| ● | Administrative Services Agreement, dated December 22, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.7 and incorporated herein by reference. |
As of December 22, 2025, a total of $100,000,000 of the net proceeds from the IPO and the Private Placement (as defined below), which amount included $3,500,000 in deferred underwriting commissions, was deposited in a trust account established for the benefit of the Company’s public shareholders.
Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 350,000 units (the “Private Units”) to the Sponsor and BTIG, at a price of $10.00 per Private Unit, generating total proceeds of $3,500,000. Each Private Unit consists of one Class A Ordinary Share and one-half of one redeemable Warrant, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). Of those 350,000 Private Units, the Sponsor purchased 250,000 Private Units and BTIG purchased 100,000 Private Units.
The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally, such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units and the underlying securities.
The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act, as the transaction did not involve a public offering.
On December 22, 2025, in connection with the IPO, Wayne Moorehead, Peter Griscom, and Heather Chastain were appointed to the board of directors of the Company. Wayne Moorehead, Peter Griscom, and Heather Chastain are independent directors. Effective December 22, 2025, Wayne Moorehead, Peter Griscom, and Heather Chastain were appointed to the Board’s
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