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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 26, 2026
Soren
Acquisition Corp.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-43044 |
|
98-1882094 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1000
Brickell Avenue
Ste
715 PMB 5203
Miami,
Florida 33131
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (305) 209-7579
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| ☐ | | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
SORNU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
|
SORN |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
SORNW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act.
Item 8.01. Other Events.
Separate Trading of
Class A Ordinary Shares and Warrants
On February
26, 2026, Soren Acquisition Corp. (the “Company”) announced that, commencing on February 27, 2026,
the holders of the units issued in the Company’s initial public offering (the “Units”), each consisting of one
Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of
one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to
purchase one Class A Ordinary Share for $11.50 per share, may elect to separately trade the Class A Ordinary Shares and the Warrants included
in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The
Class A Ordinary Shares and the Warrants will trade on the Nasdaq Global Market under the symbols “SORN” and “SORNW,”
respectively. Units not separated will continue to trade on the Nasdaq Global Market under the symbol “SORNU.” Holders of
Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in
order to separate the Units into Class A Ordinary Shares and Warrants.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
| 99.1 |
|
Press Release dated February 26, 2026 |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
SOREN ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Arghavan Di Rezze |
| |
Name: |
Arghavan Di Rezze |
| |
Title: |
Chief Executive Officer |
| Dated: February 26, 2026 |
|
|
Exhibit 99.1
Soren Acquisition
Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing February 27, 2026
Miami, FL, February
26, 2026 (GLOBE NEWSWIRE) — Soren Acquisition Corp. (Nasdaq: SORNU) (the “Company”) announced today that, commencing
February 27, 2026, the holders of the units issued in the Company’s initial public offering (the “Units”), each consisting
of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third
of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase
one Class A Ordinary Share for $11.50 per share, may elect to separately trade the Class A Ordinary Shares and the Warrants included
in the Units. No fractional Warrants will be issued upon separation of the Units and
only whole Warrants will trade. The Class A
Ordinary Shares and the Warrants will trade on the Nasdaq Global Market under the symbols “SORN” and “SORNW,”
respectively. Units not separated will continue to trade on the Nasdaq Global Market under the symbol “SORNU.”
BTIG, LLC acted as
sole book-running manager for the offering.
This press release
shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale
of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
About Soren Acquisition
Corp.
The Company is a blank
check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any business or industry
or at any stage of its corporate evolution but is focused on completing a business combination with an attractive target business within
the healthcare industry.
The Company’s
management team is led by Arghavan Di Rezze,
its Chief Executive Officer, and Jamie Weber, its Chief Financial Officer, who are both members of the Board of Directors of the
Company (the “Board”). In addition, the Board includes Marc Mazur, Charles N. Khan III and
Spencer Gerrol. Peter Ondishin and
Nicholas Shekerdemian serve as advisors
to the Company.
FORWARD-LOOKING
STATEMENTS
This press release
may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing
thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release
are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the
Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as
a result of certain factors detailed in the Company’s filings with the Securities
and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or
persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions,
many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s
registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes
no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contact
Soren Acquisition Corp.
Arghavan Di Rezze,
Chief Executive Officer
apd@direzzefamilyoffice.com
