Social Commerce Partners Corp 8-K

What Happened
Social Commerce Partners Corp (SCPQ) announced the closing of its initial public offering (IPO). The company sold 10,000,000 Units at $10.00 per Unit, generating $100,000,000 in gross proceeds. Each Unit consists of one Class A ordinary share and one-half of a redeemable warrant (each whole warrant exercisable to buy one Class A share at $11.50, subject to adjustment). The registration statement was declared effective by the SEC on December 22, 2025, and the IPO closed on December 24, 2025. SCPQ also entered into several offering-related agreements (underwriting agreement, warrant agreement, registration rights, subscription agreements, indemnity and administrative agreements) as disclosed in the filing.

Key Details

• IPO: 10,000,000 Units sold at $10.00 per Unit; gross proceeds $100,000,000.
• Warrants: Each Unit includes 1/2 Warrant; whole Warrant strike $11.50 per share (subject to adjustment).
• Private Placement: 350,000 Private Units sold concurrently (250,000 to the Sponsor; 100,000 to BTIG) at $10.00 per Private Unit, raising $3,500,000; Private Units have certain transfer restrictions and registration rights.
• Trust deposit and proceeds: The filing states $100,000,000 of net proceeds from the IPO and the Private Placement (which included $3,500,000 in deferred underwriting commissions) was deposited in a trust account for the benefit of public shareholders.
• Corporate governance: On December 22, 2025 the company appointed three independent directors — Wayne Moorehead, Peter Griscom and Heather Chastain — and updated committee assignments and the company’s Amended and Restated Memorandum and Articles of Association.

Why It Matters
The filing confirms SCPQ is now a public company with shares and warrants outstanding and approximately $100 million held in trust for public shareholders. Investors should note the warrant terms (exercise price $11.50) and the existence of a concurrent private placement with registration and transfer limits for those holders. The newly appointed independent board members and adoption of amended governance documents are key for oversight as the company moves forward (including any planned business combination). Review the full agreements and registration statement for details on dilution, redemption rights, timing of any business combination, and restrictions on the private placements.