IPO and Fundraising - The Company completed its Initial Public Offering (IPO) on December 24, 2025, raising gross proceeds of $100 million by selling 10 million units at $10.00 per unit[22]. - A private placement of 350,000 units was also completed, generating total proceeds of $3.5 million, with each unit priced at $10.00[23]. - The Company intends to use substantially all net proceeds from the IPO and private placement for consummating a business combination[25]. - The Trust Account holds $10.00 per unit sold in the IPO, which may only be invested in U.S. government treasury obligations or money market funds[27]. - The company has $100,000,000 in its trust account available for business combinations, providing flexibility in structuring deals[42]. - The Company has cash held in the trust account amounting to $100,059,591, which is intended for completing a business combination[164]. - The Company has cash of $1,025,947 held outside the trust account, which will be used for identifying and evaluating target businesses[166]. - The Company incurred transaction costs of $5,984,169 related to the IPO, including a cash underwriting fee of $2,000,000 and a deferred underwriting fee of $3,500,000[162]. Business Combination Plans - The business combination must involve target businesses with a fair market value of at least 80% of the net balance in the Trust Account at the time of signing[26]. - The company has not yet selected a business combination target and has not initiated substantive discussions with any potential targets[53]. - The company anticipates that target business candidates will be sourced from various unaffiliated sources, including investment bankers and private investment funds[56]. - The company may seek additional funds through private offerings to complete its initial business combination if the cash portion of the purchase price exceeds the amount available from the trust account[55]. - The company plans to evaluate its internal control procedures for the fiscal year ending December 31, 2026, as required by the Sarbanes-Oxley Act[131]. - The company does not anticipate needing to raise additional funds for operating expenditures but may require additional financing for business combination completion[168]. Shareholder Rights and Redemptions - Public shareholders will have the opportunity to redeem their shares at a price equal to the amount in the Trust Account, initially anticipated to be $10.00 per public share[29]. - Public shareholders will have the opportunity to redeem their Class A ordinary shares at a price of approximately $10.00 per share, based on the trust account balance prior to the business combination[77]. - The company may conduct redemptions without shareholder approval under certain conditions, but will seek approval if required by law or stock exchange rules[66]. - If the company seeks shareholder approval for the business combination, it will require at least 3,258,335 public shares, or 32.6% of the 10,000,000 public shares sold, to be voted in favor[84]. - The company may conduct redemptions either through a general meeting or a tender offer, based on various factors including timing and legal requirements[79]. - The company will conduct redemptions pursuant to the tender offer rules, which will remain open for at least 20 business days[86]. - If the aggregate cash consideration for all Class A ordinary shares validly submitted for redemption exceeds the available cash, the company will not complete the initial business combination or redeem any shares[89]. - Shareholders will be restricted from seeking redemption rights for Excess Shares without prior consent, limiting the ability of a small group of shareholders to block the initial business combination[90]. - The company will not restrict shareholders' ability to vote all their shares for or against the initial business combination[91]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but may be subject to claims from creditors, potentially reducing the actual amount received by shareholders[98]. Company Structure and Governance - The company is an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A ordinary shares exceeds $700 million[48]. - The company is classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain revenue and market value thresholds are met[49]. - The company may be considered a "controlled company" under Nasdaq standards, which may exempt it from certain corporate governance requirements[50]. - The audit committee consists of three independent directors: Wayne Moorehead, Peter Griscom, and Heather Chastain[197]. - The compensation committee is chaired by Heather Chastain and includes Wayne Moorehead and Peter Griscom, all of whom are independent[201]. - The company has adopted a compensation recovery policy compliant with Nasdaq listing rules as required by the Dodd-Frank Act[209]. - The company has established a Code of Ethics applicable to its directors, officers, and employees[210]. - Directors owe fiduciary duties including acting in good faith and exercising independent judgment[211]. - The company does not have a standing nominating committee but independent directors can recommend nominees[203]. Financial Performance and Risks - As of December 31, 2025, the Company reported a net loss of $583,044, primarily due to compensation expenses of $515,040 and operating costs of $127,595, offset by interest income of $59,591[160]. - The company plans to continue incurring significant costs in pursuit of acquisition plans, with no assurance of successful business combination completion[158]. - The company may incur losses if costs associated with identifying and evaluating prospective target businesses do not lead to successful business combinations[61]. - The company may not have the resources to diversify its operations, which could increase risks associated with completing a business combination with a single entity[62]. - The company may face competition from other entities, including special purpose acquisition companies and private equity groups, which may limit its ability to acquire larger target businesses[105]. - Officers and directors may have conflicts of interest due to their obligations to other entities, which could affect the company's ability to complete its initial business combination[111]. - The company may face significant dilution for public shareholders if additional funds are raised through equity or convertible debt issuances[126]. - The company has no material litigation or governmental proceedings currently pending against it or its officers and directors[142]. Management and Conflicts of Interest - Officers and directors are not required to commit full time to the company's affairs, potentially leading to conflicts of interest[216]. - The company may pursue business combinations with entities affiliated with its sponsor, officers, or directors, requiring an independent valuation opinion to ensure fairness[217]. - The sponsor and management team may receive compensation upon the completion of an initial business combination, creating potential conflicts of interest[216]. - The company has agreed to waive redemption rights for founder shares and private shares in connection with the initial business combination[216]. - The management team may be more inclined to pursue riskier business combinations due to their financial interests in the sponsor[216]. - The company does not intend to have full-time employees prior to completing its initial business combination[216].

Core Viewpoint - Social Commerce Partners Corporation announced that starting February 12, 2026, holders of units from its initial public offering can separately trade Class A ordinary shares and warrants included in those units [1][2]. Group 1: Trading Information - No fractional warrants will be issued upon the separation of units, and only whole warrants will be available for trading [2]. - The separated Class A ordinary shares and warrants will trade on The Nasdaq Global Market under the symbols "SCPQ" and "SCPQW," respectively, while unsplit units will continue to trade under the symbol "SCPQU" [2]. - Holders wishing to separate their units must have their brokers contact Continental Stock Transfer & Trust Company, the Company's transfer agent [2]. Group 2: Company Overview - Social Commerce Partners Corporation is a blank check company, also known as a special purpose acquisition company (SPAC), aimed at effecting mergers, share exchanges, asset acquisitions, and similar business combinations [4]. - The Company will primarily focus on target businesses in the social commerce (direct selling) industry [4]. - The management team includes Stuart Johnson as Chief Executive Officer and Chairman, and Harley (Michael) Rollins as Chief Financial Officer, along with board members Wayne Moorehead, Peter Griscom, and Heather Chastain [4].

Financial Performance - The company reported a net loss of $52,729 for the period from August 11, 2025, through September 30, 2025, primarily due to formation, general, and administrative costs [117]. - The company does not expect to generate operating revenues until after the completion of its business combination [116]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on December 24, 2025, raising gross proceeds of $100,000,000 from the sale of 10,000,000 Public Units at $10.00 each [119]. - Total transaction costs associated with the Initial Public Offering amounted to $5,984,169, which included a cash underwriting fee of $2,000,000 and a deferred underwriting fee of $3,500,000 [120]. - Following the Initial Public Offering, $100,000,000 was placed in the trust account to be used for a future business combination [120]. - The underwriters received a cash underwriting discount of $0.20 per Public Unit, totaling $2,000,000, and a deferred underwriting discount of $0.35 per Public Unit, totaling $3,500,000 [129]. Use of Funds - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and any remaining proceeds for working capital to finance operations of the target business [122]. Financial Position - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025 [126]. - The company has not incurred any Working Capital Loans as of September 30, 2025 [124]. Operational Agreements - The company has entered into an agreement to pay $10,000 per month for office space and administrative support starting December 22, 2025 [128].

Company Overview - Social Commerce Partners Corporation is a newly organized special purpose acquisition company (SPAC) formed in the Cayman Islands, focusing on business combinations primarily in the social commerce industry [4]. - The management team includes Stuart Johnson as CEO and Chairman, and Harley (Michael) Rollins as CFO, along with board members Wayne Moorehead, Peter Griscom, and Heather Chastain [4]. Initial Public Offering (IPO) Details - The company closed its initial public offering of 10,000,000 units at an offering price of $10.00 per unit, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant [1]. - Each whole warrant allows the holder to purchase one Class A ordinary share at $11.50 per share, with the units listed on the Nasdaq Global Market under the ticker symbol "SCPQU" [1]. - Once the units begin separate trading, the Class A ordinary shares and warrants are expected to trade under the symbols "SCPQ" and "SCPQW," respectively [1]. Use of Proceeds - The net proceeds from the offering and a simultaneous private placement of units will be used to pursue and consummate a business combination with one or more businesses [2].

Core Viewpoint - Social Commerce Partners Corporation has announced the pricing of its initial public offering (IPO) of 10,000,000 units at $10.00 per unit, with each unit consisting of one Class A ordinary share and one-half of a redeemable warrant [1] Group 1: IPO Details - The IPO consists of 10,000,000 units priced at $10.00 each, with each unit including one Class A ordinary share and one-half of a redeemable warrant [1] - Each whole warrant will be exercisable 30 days after the completion of the initial business combination, allowing the holder to purchase one Class A ordinary share at $11.50 per share [1] - The units are expected to trade on Nasdaq under the ticker symbol "SCPQU" starting December 23, 2025, with separate trading for Class A ordinary shares and warrants under the symbols "SCPQ" and "SCPQW," respectively [1] Group 2: Underwriting and Closing - BTIG, LLC is acting as the sole book-running manager for the offering [2] - The underwriter has a 45-day option to purchase up to an additional 1,500,000 units at the initial public offering price to cover over-allotments [2] - The offering is expected to close on December 24, 2025, subject to customary closing conditions [2] Group 3: Company Overview - Social Commerce Partners Corporation is a special purpose acquisition company (SPAC) formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses [5] - The company will primarily focus on target businesses in the social commerce (direct selling) industry [5] - The management team includes Stuart Johnson as CEO and Chairman, and Harley (Michael) Rollins as CFO, along with board members Wayne Moorehead, Peter Griscom, and Heather Chastain [5]

Group 1 - The US IPO market experienced a quiet week due to the Thanksgiving holiday, with two blank check companies going public and several others filing initial applications [1][3] - Soulpower Acquisition announced a merger with SWB Holdings, with a proposed valuation of $8.1 billion, marking one of the largest merger announcements of the year [1] - Two SPACs completed pricing, with Invest Green Acquisition raising $150 million and SC II Acquisition also raising $150 million, both focusing on renewable energy [1] Group 2 - Three SPACs filed for initial public offerings, including Mountain Lake Acquisition II aiming to raise $261 million, Vine Hill Capital II targeting $175 million, and Social Commerce Partners seeking $100 million [2] - Edison Oncology Holding submitted an IPO application to raise $25 million, while Direct Communications Solutions aims to raise $15 million [1][2] - The IPO market is expected to remain relatively calm at the beginning of December, with no pricing plans for the upcoming week, although some issuers may still complete pricing before year-end [3] Group 3 - Medline is anticipated to be a focal point in the IPO market, with an expected raise of $5 billion, which would be the largest IPO in the US since 2021 [3][4] - Other notable potential listings include Klook, Grayscale, and York Space Systems, which have recently submitted preliminary applications [4] - Companies like Hornbeck Offshore Services, Cardinal Infrastructure, and Andersen Group have updated their prospectuses and may go public before the end of the year [4]

As filed with the Securities and Exchange Commission on November 24, 2025 Registration No. 333-__________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________________ Social Commerce Partners Corporation (Exact name of registrant as specified in its charter) _______________________________ Stuart P. Johnson 5717 Legacy Drive, #250 Plano, TX 75024 (214) 763-2987 (Name, address, including zip code, and ...