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Social Commerce Partners Corp

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 2026

SCPQ$10.140.0%Stored close · as of Oct 30, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001213900-26-085807

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001213900-26-115934

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 28 previous paragraphs and 30 current paragraphs.

20 unchanged; 8 reworded; 2 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (2)

Current report

For the period from August 11, 2025 (inception) through September 30, 2025, we had a net loss of $52,704, which consists of formation, general, and administrative costs.

Current report

For the period from August 11, 2025 (inception) through September 30, 2025, net cash used in operating activities was $0. Net loss of $52,704 was affected by payment of formation, general, and administrative costs through promissory note of $52,704.
Reworded paragraphs (8)

Previous wording

For the three months ended June 30, 2026, we had a net income of $727,038, which consist of interest earned on marketable securities held in Trust Account of $893,459, offset by general and administrative expenses of $166,421.

Current wording

For the three months ended September 30, 2026, we had a net income of $802,992, which consists of interest earned on marketable securities held in Trust Account of $930,488, offset by general and administrative expenses of $127,496.

Previous wording

For the six months ended June 30, 2026, we had a net income of $1,334,382, which consist of interest earned on marketable securities held in Trust Account of $1,773,499, offset by general and administrative expenses of $439,117.

Current wording

For the nine months ended September 30, 2026, we had a net income of $2,137,374, which consists of interest earned on marketable securities held in Trust Account of $2,703,987, offset by general and administrative expenses of $566,613.

Previous wording

On December 24, 2025, the Company consummated the Initial Public Offering of 10,000,000 Units, at $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 350,000 Private Placement Unit, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,500,000. Each Private Placement Unit consists of one Class A ordinary share and one-half of one redeemable Private Placement Warrant. Of those 350,000 Private Placement Units, the Sponsor purchased 250,000 Private Placement Units, and the underwriter, BTIG, purchased 100,000 Private Placement Units.

Current wording

On December 24, 2025, the Company consummated the Initial Public Offering of 10,000,000 Units, at $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 350,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,500,000. Each Private Placement Unit consists of one Class A ordinary share and one-half of one redeemable Private Placement Warrant. Of those 350,000 Private Placement Units, the Sponsor purchased 250,000 Private Placement Units, and the underwriter, BTIG, purchased 100,000 Private Placement Units.

Previous wording

Following the closing of the Initial Public Offering, on December 24, 2025, an amount of $100,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants, was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. The funds are to be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations and/or held as cash or cash items (including in demand deposit accounts); the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Transaction costs amounted to $5,984,169, consisting of $2,000,000 of cash underwriting fee, $3,500,000 of deferred underwriting fee, and $484,169 of other offering costs.

Current wording

Following the closing of the Initial Public Offering, on December 24, 2025, an amount of $100,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and a portion of the proceeds of the sale of the Private Placement Units, was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. The funds are to be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations and/or held as cash or cash items (including in demand deposit accounts); the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Transaction costs amounted to $5,984,169, consisting of $2,000,000 of cash underwriting fee, $3,500,000 of deferred underwriting fee, and $484,169 of other offering costs.

Previous wording

For the six months ended June 30, 2026, net cash used in operating activities was $620,025. Net income of $1,334,382 was affected by interest earned on marketable securities held in the Trust Account of $1,773,499. Changes in operating assets and liabilities used $180,908 of cash for operating activities.

Current wording

For the nine months ended September 30, 2026, net cash used in operating activities was $620,004. Net income of $2,137,374 was affected by interest earned on marketable securities held in the Trust Account of $2,703,987. Changes in operating assets and liabilities used $53,391 of cash for operating activities. Net cash used in financing activities was $56,344, consisting of the repayment of the promissory note – related party of $22,844 and the payment of offering costs of $33,500.

Previous wording

As of June 30, 2026, we had cash held in the trust account of $101,833,090 consisting of money market funds with a maturity of 185 days or less. We may withdraw interest from the trust account as described above. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (which interest shall be net of any permitted withdrawals and excluding deferred underwriting commissions), to complete our business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of September 30, 2026, we had marketable securities held in the trust account of $102,763,578 consisting of money market funds invested primarily in U.S. government securities. We may withdraw interest from the trust account as described above. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (which interest shall be net of any permitted withdrawals and excluding deferred underwriting commissions), to complete our business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of June 30, 2026, we had cash of $383,078. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

Current wording

As of September 30, 2026, we had cash of $349,599. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

Previous wording

The preparation of the unaudited condensed financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of June 30, 2026, the only critical estimates that we had were related to the inputs used in the valuation of the warrants at the date of the Initial Public Offering.

Current wording

The preparation of the unaudited condensed financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of September 30, 2026, we did not have any critical accounting estimates to be disclosed.