Item 5. Market for Registrant’s Common Equity
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our Units began to trade on the Nasdaq Capital
Market, or Nasdaq, under the symbol “SCPQU” on December 23, 2025. The Class A Ordinary Shares and Warrants comprising the
units began separate trading on Nasdaq on February 12, 2026, under the symbols “SCPQ” and “SCPQW,” respectively.
Holders of Record
As at March 24, 2026, there were 10,000,000 class A ordinary shares
held by 1 shareholder of record and 3,333,333 Class B ordinary shares of the registrant issued and outstanding held by one shareholder
of record. The number of record holders was determined from the records of our transfer agent and does include beneficial owners of ordinary
shares whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.
Dividends
We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. A Cayman Islands company
may pay a dividend on its shares out of either profit, retained earnings and/or the share premium account, provided that in no circumstances
may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due in the ordinary course
of business. Subject to applicable law, the payment of cash dividends following completion of our initial business combination will be
within the discretion of our board of directors at such time and will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition at such time. There is no certainty we will be in a position to, or decide to, pay cash dividends after
completing any business combination. If we increase or decrease the size of this offering pursuant to Rule 462(b) under the
Securities Act, we will effect a share capitalization or other appropriate mechanism immediately prior to the consummation of this offering
in such amount as to maintain the number of founder shares at approximately 25% of our issued and outstanding ordinary shares upon the
consummation of this offering (not including the Class A ordinary shares that are included within the private units). Further, if
we incur any indebtedness in connection with our initial business combination, our ability to declare dividends following completion of
our initial business combination may be limited by restrictive covenants we may agree to in connection therewith.
Securities Authorized for Issuance Under Equity
Compensation Plans
None.
Recent Sales of Unregistered Securities
Simultaneously with the closing of the
Company’s initial public offering (the “IPO”), the Company consummated a private placement (the
“Private Placement”) of an aggregate of 350,000 units (the “Private Units”) to the Sponsor and BTIG, at a
price of $10.00 per Private Unit, generating total proceeds of $3,500,000. Each Unit consists of one Class A ordinary share,
par value $0.0001 per share (the “Class A Ordinary Share”), and one-half of one warrant to purchase a Class A Ordinary Share of the Company.
The Private Units are
identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions, as described in
the Registration Statement. Additionally, the Sponsor and BTIG agreed not to transfer, assign or sell any of the Private Units or
underlying securities (except in limited circumstances, as described in the Registration Statement) until after the completion of
the Company’s initial business combination. The Sponsor was granted certain demand and piggyback registration rights in
connection with the purchase of the Private Units and the underlying securities.
The Private Units were issued
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
Use of Proceeds from our Initial Public Offering
On December 24, 2025, Social
Commerce Partners Corporation (the “Company”) consummated its IPO, which consisted of 10,000,000 units (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). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds
of $100,000,000. The securities sold in the IPO were registered under the Securities Act on a registration statement on Form S-1 (No.
333-291762) which became effective pursuant to Section 8(a) of the Securities Act of 1933, as amended on December 22, 2025.
As of December 22, 2025, a
total of $100,000,000 of the net proceeds from the IPO and the Private Placement, which amount included $3,500,000 in deferred underwriting
commissions, was deposited in a trust account established for the benefit of the Company’s public shareholders.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
None.
ITEM
6. [RESERVED]
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