SecProbe.io

November 19, 2025
Stuart P. Johnson
Chief Executive Officer
Social Commerce Partners Corp
5717 Legacy Drive, #250
Plano, TX 75024
Re:Social Commerce Partners Corp
Draft Registration Statement on Form F-1
Submitted September 5, 2025
CIK No. 0002083143
Dear Stuart P. Johnson:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. If you do not believe a comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted September 5, 2025
Cover Page
1.Please provide a cross-reference to all relevant sections in the prospectus for
disclosures related to compensation, as required by Item 1602(a)(3) of Regulation S-
K.
Prospectus Summary
Potential Additional Financings, page 14
2.Please revise this section to address the private financing you are contemplating
currently with your IPO, as disclosed on your cover page.

November 19, 2025
Page 2
Risk Factors, page 48
3.We note your disclosure on page 17 that your sponsor may surrender or forfeit,
transfer or exchange our founder shares, private units or any of our other securities.
Please add risk factor disclosure regarding the fact that your sponsor may remove
itself as your sponsor before identifying a business combination, including through the
unconditional ability to transfer founder shares or otherwise. Address the
consequences of such removal to the company's ability to consummate an initial
business combination, including that any replacement sponsor could have difficulty
finding a target.

Dilution, page 101
4.Please revise the sub-totals labled "total" in the second and third portions of the table
on page 102 to indicate that the amounts represent net tangible book value, as
adjusted, and total shares, as adjusted, respectively.
Sponsor Information, page 118
5.Please disclose, as of the most recent practicable date, the persons who have direct
and indirect material interests in the SPAC sponsor, as well as the nature and amount
of their interests. Refer to Item 1603(a)(7) of Regulation S-K.
General
6.Please provide us with supplemental copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of
the communications.
            Please contact Scott Stringer at 202-551-3272 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services