Social Commerce Partners (SCPQU) CEO discloses SPAC founder stake

Rhea-AI Filing Summary

Social Commerce Partners Corp director and Chief Executive Officer Stuart P. Johnson filed an initial ownership report showing indirect control over 3,333,333 Class B ordinary shares through Social Commerce Acquisition Partners, LLC, the SPAC sponsor. Johnson is the managing member of the sponsor and has voting and dispositive power over these shares but disclaims beneficial ownership except for any pecuniary interest.

The footnotes explain that the sponsor previously forfeited 500,000 Class B ordinary shares after the underwriters forfeited their over-allotment option. The Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis when the company completes its initial business combination, or earlier at the option of the holders, and they have no expiration date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Johnson Stuart Parker

Role Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Class B ordinary shares	--	--	--

Holdings After Transaction: Class B ordinary shares — 3,333,333 shares (Indirect, See Footnote)

Footnotes (1)

1. Consists of shares owned by Social Commerce Acquisition Partners, LLC (the "sponsor"). Stuart P. Johnson is the managing member of the sponsor and has voting and dispositive power over the shares owned by the sponsor. Mr. Johnson disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Reflects the forfeiture of 500,000 Class B ordinary shares by the sponsor resulting from the underwriters' forfeiture of their over-allotment option. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments. The Class B ordinary shares have no expiration date.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Johnson Stuart Parker

(Last) (First) (Middle)

5717 LEGACY DRIVE, #250

(Street)

PLANO TX 75024

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/22/2025

3. Issuer Name and Ticker or Trading Symbol
Social Commerce Partners Corp [ SCPQ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(2)	(2)	Class A ordinary shares	3,333,333	(2)	I	See Footnote(1)

Explanation of Responses:

1. Consists of shares owned by Social Commerce Acquisition Partners, LLC (the "sponsor"). Stuart P. Johnson is the managing member of the sponsor and has voting and dispositive power over the shares owned by the sponsor. Mr. Johnson disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Reflects the forfeiture of 500,000 Class B ordinary shares by the sponsor resulting from the underwriters' forfeiture of their over-allotment option.

2. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments. The Class B ordinary shares have no expiration date.

	/s/ Stuart P. Johnson	01/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider position did SCPQU’s Stuart P. Johnson report?

The filing shows that Stuart P. Johnson, a director and Chief Executive Officer of Social Commerce Partners Corp, reported indirect ownership of Class B ordinary shares through the SPAC sponsor entity.

How many Class B ordinary shares are indirectly held in the SCPQU Form 3?

The Form 3 reports 3,333,333 Class B ordinary shares indirectly held through Social Commerce Acquisition Partners, LLC, the SPAC sponsor.

Who legally owns the Class B shares related to SCPQU’s CEO?

The shares are owned by Social Commerce Acquisition Partners, LLC, the SPAC sponsor. Stuart P. Johnson is the managing member with voting and dispositive power, but he disclaims beneficial ownership beyond any pecuniary interest.

What happened to the forfeited 500,000 Class B ordinary shares for SCPQU?

A footnote states that the sponsor forfeited 500,000 Class B ordinary shares because the underwriters forfeited their over-allotment option.

How do SCPQU’s Class B ordinary shares convert into Class A shares?

The Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis concurrently with or immediately after the initial business combination, or earlier at the option of the holders.

Do SCPQU Class B ordinary shares have an expiration date?

According to the filing, the Class B ordinary shares have no expiration date.