01/13/2026 | Press release | Distributed by Public on 01/13/2026 15:51
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants to purchase Class A ordinary shares | $11.50 | 12/24/2025 | P | 125,000 | (2) | (2) | Class A ordinary Shares | 125,000 | (2) | 125,000 | I | See Footnote(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Johnson Stuart Parker 5717 LEGACY DRIVE, #250 PLANO, TX 75024 |
X | Chief Executive Officer | ||
| /s/ Stuart P. Johnson, as Managing Member | 01/13/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reflects the 250,000 private units purchased by Social Commerce Acquisition Partners, LLC, the Issuer's sponsor (the "sponsor") pursuant to the Private Placement Units Purchase Agreement dated December 22, 2024 entered into between the sponsor and the Issuer. Each private unit consists of one Class A ordinary share and one-half of one 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 private units were purchased at $10.00 per unit for an aggregate purchase price of $2,500,000. Stuart Johnson is the managing member of the sponsor and has voting and dispositive power over the securities held of record by the sponsor. Mr. Johnson disclaims any beneficial ownership of the securities held by the sponsor, except to the extent of his pecuniary interest therein. |
| (2) | The warrants included in the private units will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. Stuart Johnson is the managing member of the sponsor and has voting and dispositive power over the securities held of record by the sponsor. Mr. Johnson disclaims any beneficial ownership of the securities held by the sponsor, except to the extent of his pecuniary interest therein. |