Social Commerce Partners Corp-A 2025年度报告

FORM10-K ☒ANNUALREPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31,2025 or ☐TRANSITION REPORT UNDER SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number:001-43028 SOCIAL COMMERCE PARTNERS CORPORATION(Exact name of registrant as specified in its charter) (214) 763-2987Registrant’s telephone number, including area code: Securities registered pursuant to Section 12(b) of the Act Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐Accelerated filer☐Non-accelerated filer☒Smallerreportingcompany☒Emerging Growth Company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ The aggregate market value of the registrant’s outstanding Class A ordinary Shares, other than shares held by persons who may bedeemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on June 30, 2025, thelast business day of the registrant’s most recently completed second fiscal quarter, as reported on the Global Market tier of The NasdaqStock Market LLC, was $0. As of March 24, 2026, there were 10,350,000 Class A ordinary shares, $0.0001 par value and 3,333,333 Class B ordinary shares,$0.0001 par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Social Commerce Partners Corporation Annual Report on Form 10-K for the Year Ended December 31, 2025 TABLE OF CONTENTS PagePART I1ITEM 1.BUSINESS1ITEM 1A.RISK FACTORS19ITEM 1B.UNRESOLVED STAFF COMMENTS19ITEM 1C.CYBERSECURITY19ITEM 2.PROPERTIES19ITEM 3.LEGAL PROCEEDINGS19ITEM 4.MINE SAFETY DISCLOSURES19PART II20ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES20ITEM 6.[RESERVED]20ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS21ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK22ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA22ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE22ITEM 9A.CONTROLS AND PROCEDURES23ITEM 9B.OTHER INFORMATION23ITEM 9C.DISCLOSURE REGARDING JURISDICTION THAT PREVENT INSPECTIONS23ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE23ITEM 11.EXECUTIVE COMPENSATION31ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSHAREHOLDER MATTERS32ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE34ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES36ITEM 15.EXHIBITS, FINANCIA