false
0002083143
00-0000000
0002083143
2026-02-11
2026-02-11
0002083143
SCPQU:UnitsEachConsistingOfOneClassOrdinaryShareParValue0.0001PerShareAndOnehalfOfOneRedeemableWarrantMember
2026-02-11
2026-02-11
0002083143
SCPQU:ClassOrdinarySharesParValue0.0001PerShareMember
2026-02-11
2026-02-11
0002083143
SCPQU:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-02-11
2026-02-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
February 11, 2026
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.
On February 11, 2026, Social Commerce Partners
Corporation (the “Company”) announced that, on February 12, 2026, the holders of the Company’s units (the “Units”)
may elect to separately trade the Class A ordinary shares and warrants included in 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).
No fractional warrants will be issued upon separation of the Units and only whole Warrants will trade. Any Units not separated will continue
to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol “SCPQU.” Any underlying Class A Ordinary Shares
and Warrants that are separated will trade on Nasdaq under the symbols “SCPQ” and “SCPQW,” respectively. Holders
of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent,
in order to separate the holders’ Units into Class A Ordinary Shares and Warrants.
A copy of the press release
issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release. |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: February 11, 2026
| |
Social Commerce Partners Corporation |
| |
|
|
| |
By: |
/s/ Stuart P. Johnson |
| |
Name: |
Stuart P. Johnson |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Social Commerce Partners Corporation Announces the Separate Trading
of its Class A Ordinary Shares and Warrants Commencing February 12, 2026
Plano, TX, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Social
Commerce Partners Corporation (Nasdaq: SCPQU) (the “Company”), announced today that, commencing February 12, 2026,
holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary
shares and warrants included in the units.
No fractional warrants will be issued upon separation of the units
and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on The Nasdaq Global Market
under the symbols “SCPQ” and “SCPQW,” respectively. Those units not separated will continue to trade on The Nasdaq
Global Market under the symbol “SCPQU.” Holders of units will need to have their brokers contact Continental Stock Transfer
& Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
A registration statement relating to the securities was declared effective
on December 22, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or jurisdiction.
About Social Commerce Partners Corporation
Social Commerce Partners Corporation is a blank check company,
also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue
a business combination in any sector, the Company will primarily focus on target businesses in the social commerce (direct selling) industry.
The Company’s management team is led by Stuart Johnson, its Chief Executive Officer and Chairman of the Board of Directors
(the “Board”), and Harley (Michael) Rollins, its Chief Financial Officer and Director. In addition, the Board includes Wayne
Moorehead, Peter Griscom and Heather Chastain.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the Company’s initial public offering (“IPO”) and search for an initial
business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all,
or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of Social Commerce Partners Corporation, including those set forth in the Risk Factors section of
Social Commerce Partners Corporation’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies
are available on the SEC’s website, www.sec.gov. Social Commerce Partners Corporation undertakes no obligation to
update these statements for revisions or changes after the date of this release, except as required by law.
Contacts:
Stuart
Johnson
Chief Executive Officer
SPJ@socialcommerce.partners
