Sponsor buys 250,000 units in Social Commerce Partners Corp (SCPQU)

Rhea-AI Filing Summary

Social Commerce Partners Corp reported an insider-related purchase of private units through its sponsor, Social Commerce Acquisition Partners, LLC. The sponsor bought 250,000 private units, each at $10.00, for an aggregate of $2,500,000. Each private unit consists of one Class A ordinary share and one-half of one warrant, resulting in 250,000 Class A shares and 125,000 warrants.

Each whole warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. The warrants become exercisable 30 days after completion of the company’s initial business combination and expire five years after that business combination, or earlier upon redemption or liquidation. The Form 4 is filed by Chief Executive Officer Stuart Johnson as managing member of the sponsor, who has voting and dispositive power but disclaims beneficial ownership except to the extent of his pecuniary interest.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	12/24/2025		P(1)		250,000	A	(1)	250,000	I	See Footnote(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Class A ordinary shares	$11.5	12/24/2025		P		125,000		(2)	(2)	Class A ordinary Shares	125,000	(2)	125,000	I	See Footnote(2)

Explanation of Responses:

1. Reflects the 250,000 private units purchased by Social Commerce Acquisition Partners, LLC, the Issuer's sponsor (the "sponsor") pursuant to the Private Placement Units Purchase Agreement dated December 22, 2024 entered into between the sponsor and the Issuer. Each private unit consists of one Class A ordinary share and one-half of one 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 private units were purchased at $10.00 per unit for an aggregate purchase price of $2,500,000. Stuart Johnson is the managing member of the sponsor and has voting and dispositive power over the securities held of record by the sponsor. Mr. Johnson disclaims any beneficial ownership of the securities held by the sponsor, except to the extent of his pecuniary interest therein.

2. The warrants included in the private units will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. Stuart Johnson is the managing member of the sponsor and has voting and dispositive power over the securities held of record by the sponsor. Mr. Johnson disclaims any beneficial ownership of the securities held by the sponsor, except to the extent of his pecuniary interest therein.

	/s/ Stuart P. Johnson, as Managing Member	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 4 (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).
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FAQ

What insider-related transaction did Social Commerce Partners Corp (SCPQU) report?

The company reported that its sponsor, Social Commerce Acquisition Partners, LLC, purchased 250,000 private units of Social Commerce Partners Corp in a private placement.

How much did the sponsor pay for the Social Commerce Partners Corp private units?

The sponsor purchased 250,000 private units at $10.00 per unit, for an aggregate purchase price of $2,500,000 under a Private Placement Units Purchase Agreement dated December 22, 2024.

What does each private unit of Social Commerce Partners Corp (SCPQU) include?

Each private unit consists of one Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment.

When do the warrants from the Social Commerce Partners Corp private units become exercisable and when do they expire?

The warrants included in the private units become exercisable 30 days after completion of the issuer's initial business combination and expire five years after that business combination, or earlier upon redemption or the issuer’s liquidation.

How many underlying securities are associated with this Social Commerce Partners Corp Form 4 filing?

The transaction reflects 250,000 Class A ordinary shares and 125,000 warrants to purchase Class A ordinary shares, held indirectly through the sponsor entity.

What is Chief Executive Officer Stuart Johnson’s role in this Social Commerce Partners Corp transaction?

Stuart Johnson, the company’s Chief Executive Officer and a director, is the managing member of the sponsor and has voting and dispositive power over the securities held by the sponsor. He disclaims beneficial ownership of those securities, except to the extent of his pecuniary interest.