Social Commerce Partners (SCPQ) risk factors, FY2025 10-K

Social Commerce Partners's FY2025 10-K, filed Mar 25, 2026, lists 67 risk factors. There is no earlier 10-K to compare against, so the most company-specific risks are listed below.

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Risk factors listed
670 groups
Section length
24k wordsItem 1A

Social Commerce Partners's biggest risks in the FY2025 10-K

  • Company focuses on completing an initial business combination following its $100,000,000 IPO on December 24, 2025.
  • Operations rely on sponsor loans, founder shares, and administrative support agreements.

The risks most specific to Social Commerce Partners

  • Liquidity and Capital Resources

    The company completed its Initial Public Offering of 10,000,000 Units at $10.00 per Unit on December 24, 2025, raising $100,000,000 in gross proceeds.

  • We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than to pay an aggregate of $10,000 per month for office space, utilities and secretarial and administrative support

    The company pays $10,000 per month for office space, utilities, and administrative support to its sponsor.

  • Executive Officer and Director Compensation

    The sponsor, officers, and directors may receive fees, reimbursements, or cash payments prior to the initial business combination.

  • On August 14, 2025, our sponsor purchased, and the Company issued to the sponsor, 3,833,333 Class B ordinary shares for an aggregate purchase price of $25,000 of which 500,000 were forfeited by the holder thereof as the underwriter opted to not exercise its over-allotment option.

    The sponsor purchased 3,833,333 Class B ordinary shares for $25,000, of which 500,000 were forfeited when the underwriter declined the over-allotment option.

  • We agreed to reimburse our sponsor or an affiliate thereof in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees

    The sponsor may provide non-interest bearing loans of up to $300,000 to cover offering expenses.

  • Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

    The company holds $3,500,000 in deferred underwriting fees and $100,059,591 in Class A ordinary shares subject to possible redemption.

All 67 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Liquidity and Capital Resources
  2. 02We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than to pay an aggregate of $10,000 per month for office space, utilities and secretarial and administrative support
  3. 03Critical Accounting Estimates
  4. 04Evaluation of Disclosure Controls and Procedures
  5. 05Management’s Report on Internal Controls Over Financial Reporting
  6. 06Changes in Internal Control over Financial Reporting
  7. 07Heather Chastain 51 Independent Director
  8. 08Executive Officer and Director Compensation
  9. 09In addition to the foregoing, our officers and directors will receive indirect interests in the founder shares held by the sponsor as compensation for their services as officers and directors of the Company
  10. 10Any compensation to be paid to our executive officers by the Company will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors
  11. 11Peter Griscom serves as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Peter Griscom qualifies as an “audit committee financial expert” as defined in applicable SEC rules
  12. 12Compensation Committee Interlocks and Insider Participation
  13. 13Heather Chastain Bridgehead Collective Consulting Founder/CEO
  14. 14We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor
  15. 15Limitation on Liability and Indemnification of Officers and Directors
  16. 16We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors
  17. 17Section 16(a) Beneficial Ownership Reporting Compliance
  18. 18Executive Officers and Director Compensation
  19. 19ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
  20. 20(1) Unless otherwise noted, the business address of each of the following is c/o Social Commerce Partners Corporation, 5717 Legacy Drive, #250, Plano, Texas 75024
  21. 21Restrictions on Transfers of Founder Shares and Private Units
  22. 22On August 14, 2025, our sponsor purchased, and the Company issued to the sponsor, 3,833,333 Class B ordinary shares for an aggregate purchase price of $25,000 of which 500,000 were forfeited by the holder thereof as the underwriter opted to not exercise its over-allotment option.
  23. 23We agreed to reimburse our sponsor or an affiliate thereof in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees
  24. 24Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account
  25. 25Policy for Approval of Related Party Transactions
  26. 26The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered
  27. 27Tax Fees. During the period from August 11, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning
  28. 28Item 15. Exhibits, Financial Statement Schedules
  29. 29Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2
  30. 30Notes to Financial Statements F-7 to F-17
  31. 311.1 Underwriting Agreement, dated December 22, 2025, by and between the Company and BTIG, LLC, as representative of the underwriters (“BTIG”) (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 29, 2025)
  32. 324.4** Description of Securities
  33. 3310.2 Investment Management Trust Agreement, dated as of December 22, 2025, by and between the Company and Continental Stock Transfer & Trust Company , as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 29, 2025)
  34. 3410.4 Private Units Subscription Agreement, dated December 22, 2025, by and between the Company and Social Commerce Acquisition Partners, LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 29, 2025)
  35. 35104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
  36. 36(Principal Financial and Accounting Officer)
  37. 37Opinion on the Financial Statements
  38. 38Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
  39. 39Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 101,119,455
  40. 40Loss from operations (642,635 )
  41. 41FOR THE PERIOD FROM AUGUST 11, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
  42. 42Compensation expense 515,040
  43. 43Net cash used in operating activities (73,500 )
  44. 44Net cash used in investing activities (100,000,000 )
  45. 45Cash – End of period $ 1,025,947
  46. 46Note 1 — Organization and Business Operations
  47. 47Transaction costs amounted to $5,984,169, consisting of $2,000,000 of cash underwriting fee, $3,500,000 of deferred underwriting fee, and $484,169 of other offering costs
  48. 48Emerging Growth Company Status
  49. 49Cash and Cash Equivalents
  50. 50Marketable Securities Held in Trust Account
  51. 51The Company accounts for share awards in accordance with FASB ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the share
  52. 52Class A Ordinary Shares Subject to Possible Redemption
  53. 53Public Shares issuance costs (5,863,659 )
  54. 54Net Loss per Ordinary Share
  55. 55Allocation of net loss, as adjusted $ (77,396 ) $ (505,648 )
  56. 56Recent Accounting Pronouncements
  57. 57Note 3 — Initial Public Offering
  58. 58Note 4 — Private Placement
  59. 59Promissory Note — Related Party
  60. 60Administrative Services Agreement
  61. 61The underwriters have a 45-day option from the date of the Initial Public Offering to purchase up to an additional 1,500,000 units to cover over-allotments, if any. On December 24, 2025, the underwriters informed the Company of its forfeiture of the over-allotment option to purchase the additional 1,500,000 Units
  62. 62Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 per share. At December 31, 2025, there are 350,000 Class A ordinary shares issued and outstanding, excluding 10,000,000 shares subject to possible redemption
  63. 63Note 8 — Fair Value Measurements
  64. 64Note 9 — Segment Information
  65. 65The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment
  66. 66General and administrative costs $ 127,595
  67. 67Note 10 — Subsequent Events

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.