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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):
January 8, 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.
On January 8, 2026, Soren
Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”)
of 25,300,000 units (the “Units”), including 3,300,000 Units issued pursuant to the exercise of the underwriters’
over-allotment option. Each Unit consists 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. The Units were sold
at a price of $10.00 per Unit, generating gross proceeds to the Company of $253,000,000.
Simultaneously with the closing
of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 5,000,000 warrants
(the “Private Placement Warrants”) to the Company’s sponsor, Soren Holdings LLC at a purchase price of
$1.00 per Private Placement Warrant, generating gross proceeds to the Company of $5,000,000.
A total of $253,000,000,
comprised of the proceeds from the IPO and the sale of the Private Placement Warrants (which amount includes up to $10,120,000 of business
combination marketing fees payable to BTIG, LLC), was placed in a U.S.-based trust account maintained by Continental Stock Transfer &
Trust Company, acting as trustee.
An audited balance sheet
as of January 8, 2026 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and
is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
| 99.1 |
|
Audited Balance Sheet as of January 8, 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: January 16, 2026 |
|
|
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