Social Commerce Partners (SCPQU) prices 10,000,000-unit IPO and deposits $100,000,000 in trust

Rhea-AI Filing Summary

Social Commerce Partners Corporation reported that it has completed its initial public offering of 10,000,000 units at an offering price of $10.00 per unit, generating gross proceeds of $100,000,000. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment.

At the same time, the company completed a private placement of 350,000 units to its sponsor and BTIG, LLC at $10.00 per unit, for total proceeds of $3,500,000. As of December 24, 2025, $100,000,000 of net proceeds from the IPO and the private placement, including $3,500,000 in deferred underwriting commissions, was deposited into a trust account for the benefit of public shareholders, and an audited balance sheet for that date is provided as an exhibit.

Insights

Capital markets analyst

Social Commerce Partners completed a $100,000,000 unit IPO plus a $3,500,000 private placement, with proceeds directed into a shareholder trust.

Social Commerce Partners Corporation has moved from pre-IPO to publicly traded status by selling 10,000,000 units at $10.00 each, for gross proceeds of $100,000,000. Each unit includes one Class A ordinary share and half of a redeemable warrant, and each whole warrant allows purchase of one Class A ordinary share at $11.50 per share, which sets a clear strike level for potential future equity issuance.

Alongside the IPO, the company sold 350,000 private units at $10.00 each to its sponsor and BTIG, LLC, raising an additional $3,500,000. As of December 24, 2025, $100,000,000 of net proceeds from the IPO and private placement, including $3,500,000 in deferred underwriting commissions, was placed into a trust account for the benefit of public shareholders, and an audited balance sheet for that date is available as Exhibit 99.1.

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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 24, 2025
Date of Report (Date of earliest event reported)

Social Commerce Partners Corporation

(Exact name of Registrant as specified in its charter)

Cayman Islands		001-43028		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. ☐

Item 8.01. Other Events.

As previously disclosed, on December 24, 2025, Social Commerce Partners Corporation (the “Company”) consummated its initial public offering (“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.

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 Social Commerce Acquisition Partners, LLC (the “Sponsor”) and BTIG, LLC, the representative of the underwriters in the IPO (“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.

As of December 24, 2025, a total of $100,000,000 of the net proceeds from the IPO and the Private Placement, 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. An audited balance sheet as of December 24, 2025, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Audited Balance Sheet as of December 24, 2025.
104		The Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 7, 2026

	Social Commerce Partners Corporation
	By:	/s/ Stuart P. Johnson
	Name:	Stuart P. Johnson
	Title:	Chief Executive Officer

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FAQ

What did Social Commerce Partners Corporation (SCPQU) announce in this 8-K?

The company disclosed that it consummated its initial public offering of 10,000,000 units at $10.00 per unit, generating $100,000,000 in gross proceeds, and completed a concurrent private placement of 350,000 units.

How are the SCPQU units of Social Commerce Partners structured?

Each unit consists of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.

What was the size of the private placement and who purchased the private units of SCPQU?

The private placement consisted of 350,000 private units at $10.00 per unit, for total proceeds of $3,500,000. The sponsor, Social Commerce Acquisition Partners, LLC, purchased 250,000 private units, and BTIG, LLC purchased 100,000 private units.

How much of Social Commerce Partners’ IPO and private placement proceeds were deposited into the trust account?

As of December 24, 2025, a total of $100,000,000 of net proceeds from the IPO and the private placement, including $3,500,000 in deferred underwriting commissions, was deposited into a trust account established for the benefit of the company’s public shareholders.

What financial information is attached to the Social Commerce Partners (SCPQU) 8-K?

The filing includes as Exhibit 99.1 an audited balance sheet as of December 24, 2025, reflecting receipt of the proceeds from the IPO and the private placement. It also includes Exhibit 104, the cover page interactive data file.

On which exchange are Social Commerce Partners securities listed and under what symbols?

The company’s securities trade on The Nasdaq Stock Market LLC under three symbols: units as SCPQU, Class A ordinary shares as SCPQ, and warrants as SCPQW.