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Social Commerce Partners Corp
Response Received
7 company response(s)
Medium - date proximity
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Company responded
2025-11-24
Social Commerce Partners Corp
References: November 19, 2025
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Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-12-18 | Company Response | Social Commerce Partners Corp | Cayman Islands | N/A | Read Filing View |
| 2025-12-18 | Company Response | Social Commerce Partners Corp | Cayman Islands | N/A | Read Filing View |
| 2025-12-12 | Company Response | Social Commerce Partners Corp | Cayman Islands | N/A | Read Filing View |
| 2025-12-12 | Company Response | Social Commerce Partners Corp | Cayman Islands | N/A | Read Filing View |
| 2025-12-11 | Company Response | Social Commerce Partners Corp | Cayman Islands | N/A | Read Filing View |
| 2025-12-11 | Company Response | Social Commerce Partners Corp | Cayman Islands | N/A | Read Filing View |
| 2025-11-24 | Company Response | Social Commerce Partners Corp | Cayman Islands | N/A | Read Filing View |
| 2025-11-19 | SEC Comment Letter | Social Commerce Partners Corp | Cayman Islands | 377-08427 | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-11-19 | SEC Comment Letter | Social Commerce Partners Corp | Cayman Islands | 377-08427 | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-12-18 | Company Response | Social Commerce Partners Corp | Cayman Islands | N/A | Read Filing View |
| 2025-12-18 | Company Response | Social Commerce Partners Corp | Cayman Islands | N/A | Read Filing View |
| 2025-12-12 | Company Response | Social Commerce Partners Corp | Cayman Islands | N/A | Read Filing View |
| 2025-12-12 | Company Response | Social Commerce Partners Corp | Cayman Islands | N/A | Read Filing View |
| 2025-12-11 | Company Response | Social Commerce Partners Corp | Cayman Islands | N/A | Read Filing View |
| 2025-12-11 | Company Response | Social Commerce Partners Corp | Cayman Islands | N/A | Read Filing View |
| 2025-11-24 | Company Response | Social Commerce Partners Corp | Cayman Islands | N/A | Read Filing View |
2025-12-18 - CORRESP - Social Commerce Partners Corp
CORRESP 1 filename1.htm SOCIAL COMMERCE PARTNERS CORPORATION 5717 Legacy Drive, #250 Plano, TX 75024 December 18, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 RE : Social Commerce Partners Corporation (the "Company") Registration Statement on Form S-1 (File No. 333- 291762) (the "Registration Statement") Request for Acceleration of Effective Date Ladies and Gentleman In accordance with Rule 461 under the Securities Act of 1933, as amended (the "Act"), the Company requests that the Securities and Exchange Commission (the "Commission") take appropriate action to cause the Registration Statement to be declared effective on December 22, 2025 at 4:00 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act. Very truly yours, SOCIAL COMMERCE PARTNERS CORPORATION By: /s/ Stuart Johnson Name: Stuart Johnson Title: Chief Executive Officer
2025-12-18 - CORRESP - Social Commerce Partners Corp
CORRESP 1 filename1.htm December 18, 2025 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Taylor Beech RE: Social Commerce Partners Corporation Registration Statement on Form S-1, as amended Initially Filed on November 24, 2025 File No. 333- 291762 Dear Mr. Anderegg and Ms. Beech, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Social Commerce Partners Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. ET on Monday, December 22, 2025, or as soon thereafter as practicable. Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended. [ Signature Page Follows ] Very truly yours, BTIG, LLC By: /s/ Paul Wood Name: Paul Wood Tite: Managing Director cc: Joan S. Guilfoyle, Loeb & Loeb LLP
2025-12-12 - CORRESP - Social Commerce Partners Corp
CORRESP 1 filename1.htm SOCIAL COMMERCE PARTNERS CORPORATION 5717 Legacy Drive, #250 Plano, TX 75024 December 12, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 RE : Social Commerce Partners Corporation (the "Company") Registration Statement on Form S-1 (File No. 333- 291762) (the "Registration Statement") Request for Acceleration of Effective Date Ladies and Gentleman Reference is made to the Company's letter, filed as correspondence via EDGAR on December 11, 2025, in which we requested the acceleration of the effective date of the above-captioned registration statement on Form S-1 (the " Registration Statement ") for Monday, December 15, 2025, at 4:00 p.m. Eastern Time (the " Effective Date "), in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the Effective Date. Very truly yours, SOCIAL COMMERCE PARTNERS CORPORATION By: /s/ Stuart Johnson Name: Stuart Johnson Title: Chief Executive Officer
2025-12-12 - CORRESP - Social Commerce Partners Corp
CORRESP 1 filename1.htm December 12, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Attention: Scott Anderegg Taylor Beech RE: Social Commerce Partners Corporation Registration Statement on Form S-1, as amended Initially Filed on November 24, 2025 File No. 333- 291762 Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via EDGAR on December 11, 2025, in which we, as representative of the several underwriters of Social Commerce Partners Corporation's proposed public offering, joined Social Commerce Partners Corporation's request for acceleration of the effective date of the above-referenced registration statement on Form S-1 (the " Registration Statement ") for Monday, December 15, 2025, at 4:00 p.m. Eastern Time (the " Effective Date "), in accordance with Rule 461 under the Securities Act of 1933, as amended. Social Commerce Partners Corporation is no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the Effective Date. Please contact our counsel, Michael Blankenship at MBlankenship@winston.com or by telephone at (713) 651-2678 with any questions. [ signature page follows ] Sincerely yours, BTIG, LLC By: /s/ Paul Wood Name: Paul Wood Title: Managing Director cc: Michael Blankenship, Winston & Strawn LLP [ signature page to withdrawal of acceleration request ]
2025-12-11 - CORRESP - Social Commerce Partners Corp
CORRESP 1 filename1.htm December 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Taylor Beech RE: Social Commerce Partners Corporation Registration Statement on Form S-1, as amended Initially Filed on November 24, 2025 File No. 333- 291762 Dear Mr. Anderegg and Ms. Beech, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Social Commerce Partners Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. ET on Monday, December 15, 2025, or as soon thereafter as practicable. Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended. [ Signature Page Follows ] Very truly yours, BTIG, LLC By: /s/ Paul Wood Name: Paul Wood Tite: Managing Director cc: Joan S. Guilfoyle, Loeb & Loeb LLP
2025-12-11 - CORRESP - Social Commerce Partners Corp
CORRESP 1 filename1.htm SOCIAL COMMERCE PARTNERS CORPORATION 5717 Legacy Drive, #250 Plano, TX 75024 December 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 RE : Social Commerce Partners Corporation (the "Company") Registration Statement on Form S-1 (File No. 333- 291762) (the "Registration Statement") Request for Acceleration of Effective Date Ladies and Gentleman In accordance with Rule 461 under the Securities Act of 1933, as amended (the "Act"), the Company requests that the Securities and Exchange Commission (the "Commission") take appropriate action to cause the Registration Statement to be declared effective on December 15, 2025 at 4:00 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act. Very truly yours, SOCIAL COMMERCE PARTNERS CORPORATION By: /s/ Stuart Johnson Name: Stuart Johnson Title: Chief Executive Officer
2025-11-24 - CORRESP - Social Commerce Partners Corp
CORRESP 1 filename1.htm 901 New York Avenue, NW Washington, DC 20001 Direct Main Fax 202.524.8467 202.618.5000 202.618.5001 Via Edgar November 24, 2025 Division of Corporation Finance Office of Trade & Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Scott Anderegg, Taylor Beech Scott Stringer and Lyn Shenk Re: Social Commerce Partners Corp Draft Registration Statement on Form S-1 Submitted September 5, 2025 CIK No. 0002083143 Ladies and Gentlemen: On behalf of our client, Social Commerce Partners Corp, a Cayman Islands exempted company (the " Company "), we submit to the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " SEC ") this letter setting forth the Company's response to the comments contained in the Staff's letter dated November 19, 2025 (the " Comment Letter " ) regarding the Company's Draft Registration Statement on Form S-1 (the " Draft Registration Statement "). The Company has filed via EDGAR a Registration Statement on Form S-1 (the " Registration Statement "), which reflects the Company's responses to the Comment Letter and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company's response. All page references in the responses set forth below refer to the page numbers in the Registration Statement. All capitalized terms used but not defined in this response letter have the meanings ascribed to such terms in the Registration Statement. Draft Registration Statement on Form S-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. Response : In response to the Staff's comment, we have revised the disclosures on the Cover Page of the Registration Statement to add cross references to all relevant sections related to compensation . November 24, 2025 Page 2 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. Response : In response to the Staff's comment, we have revised the disclosure on page 14 of the Registration Statement to discuss the private placement. 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. Response : In response to the Staff's comment, we have revised the disclosure on page 81 of the Registration Statement to add a Risk Factor discussing the risks associated with any potential transfer of founder shares. Dilution, page 101 4. Please revise the sub-totals labeled "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. Response : In response to the Staff's comment, we have revised the disclosures in the table on page 102 of the Registration Statement to change the labels for the two referenced sub-total lines. 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. Response: In response to the Staff's comment, we have revised the disclosures on pages 14 and 118 of the Registration Statement to clarify that Stuart Johnson is the only person who has a direct or indirect material interest in the SPAC sponsor. November 24, 2025 Page 3 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. Response: There are no such communications that have been or are expected to be presented to potential investors in reliance on Section 5(d) of the Securities Act. Should you have any questions relating to the foregoing, please contact me by telephone at 202-524-8467 or via email at jguilfoyle@loeb.com . Sincerely, /s/ Joan Guilfoyle Joan Guilfoyle, Esq. Senior Counsel cc: Stuart P. Johnson
2025-11-19 - UPLOAD - Social Commerce Partners Corp File: 377-08427
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
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