false
--12-31
0002086263
0002086263
2026-01-06
2026-01-06
0002086263
cik0002086263:UnitsEachConsistingOfOneClassOrdinaryShareAndOnethirdOfOneRedeemableWarrantMember
2026-01-06
2026-01-06
0002086263
cik0002086263:ClassOrdinarySharesParValue0.0001PerShareMember
2026-01-06
2026-01-06
0002086263
cik0002086263:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-01-06
2026-01-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 6, 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 1.01.
Entry into a Material Definitive Agreement.
On
January 6, 2026, the registration statement on Form S-1 (File No. 333-290780) relating to the initial public offering (the “Offering”)
of Soren Acquisition Corp., a Cayman Islands exempted company (the “Company”) was declared effective by the U.S. Securities
and Exchange Commission (the “Registration Statement”). On January 8, 2026, the Company consummated its Offering,
which consisted of 25,300,000 units (the “Units”), including 3,300,000 Units issued pursuant to the exercise by the
Underwriters (as defined below) of the over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds
to the Company of $253,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A
Ordinary Shares”), of the Company, and one-third of one redeemable warrant (each, a “Warrant”) of the Company,
with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In
connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to
the Company’s Registration Statement for the Offering, originally filed with the U.S. Securities and Exchange Commission on October
8, 2025, as amended:
| ● | An Underwriting Agreement, dated January 6, 2026, by and between the Company and BTIG, LLC (“BTIG”), as representative of
the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Business Combination Marketing Agreement, dated January 6, 2026, by and between the Company and BTIG, a copy of which is attached as
Exhibit 1.2 hereto and incorporated by reference. |
| ● | A
Warrant Agreement, dated January 6, 2026, by and between the Company and Continental Stock
Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1
hereto and incorporated herein by reference. |
| ● | A
Letter Agreement, dated January 6, 2026, by and among the Company, Soren Holdings LLC (the
“Sponsor”), and each of the officers and directors of the Company, a copy
of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | An
Investment Management Trust Agreement, dated January 6, 2026, by and between the Company
and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached
as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A
Registration Rights Agreement, dated January 6, 2026, by and between the Company and the
Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A
Private Placement Warrants Purchase Agreement, dated January 6, 2026 (the “Private
Placement Warrants Purchase Agreement”), by and between the Company and the Sponsor,
a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | Indemnity Agreements, dated January 6, 2026, by and between the Company and each director and executive officer of the Company, a form
of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | An
Administrative Services Agreement, dated January 6, 2026, between the Company and the Sponsor,
a copy of which is attached as Exhibit 10.6 hereto and incorporated by reference. |
Item 3.02.
Unregistered Sales of Equity Securities.
Simultaneously
with the closing of the Offering, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale
of an aggregate of 5,000,000 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00
per Private Placement Warrant, generating gross proceeds to the Company of $5,000,000. The Private Placement Warrants are identical to
the Warrants sold in the Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions
were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The Company also issued in a private placement to BTIG 1,100,000 Class A Ordinary Shares upon the consummation of the Offering (the “Representative
Shares”). The Representative Shares are identical to the Class A Ordinary Shares included in the Units, except that these securities
cannot be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction
that would result in the economic disposition of the securities by any person for a period of 180 days from the date of the Offering except
as permitted under FINRA Rule 5110(e)(2). BTIG has agreed not to transfer, assign or sell any Representative Shares until the completion
of the Company’s initial business combination. In addition, BTIG has agreed to (i) to waive its redemption rights with respect to
the Representative Shares in connection with the completion of the initial Business Combination (ii) to waive its redemption rights with
respect to the Representative Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and
restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem 100%
of the public shares if the Company does not complete its initial business combination within 24 months from the closing of the Offering
or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii)
to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails
to complete the initial Business Combination within 24 months from the closing of the Offering. The issuance of the Representative Shares
was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On January 6, 2026, in connection with the Offering, Arghavan Di Rezze, Jamie Weber, Charles N. Kahn III, and Spencer Gerrol (the “New
Directors”) were appointed to the board of directors of the Company (the “Board”). Effective January 6, 2026, each of
Marc Mazur, Mr. Kahn, and Mr. Gerrol was appointed to the audit committee of the Board (the “Audit Committee”) with Mr. Mazur
serving as chair of the Audit Committee. Each of Mr. Mazur, Mr. Gerrol and Mr. Kahn was appointed to the compensation committee of the
Board (the “Compensation Committee”), with Mr. Kahn serving as chair of the Compensation Committee.
On
January 6, 2026, the Company entered into indemnity agreements with each of Mr. Mazur, Mr. Kahn, Mr. Gerrol, Mr. Weber, the Company’s
Chief Financial Officer, and Ms. Di Rezze, the Company’s Chief Executive Officer, that require the Company to indemnify each of
them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as
to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.5 to this Current
Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 5.03.
Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
January 6, 2026, in connection with the Offering, the Company filed its amended and restated memorandum and articles of association (the
“Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which
was effective on January 6, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration
Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached
as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01.
Other Events.
The
information included in Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
A total of $253,000,000, comprised of the proceeds from the Offering 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. Except with respect to the permitted withdrawals as further described
in the prospectus contained in the Registration Statement and the interest earned on the funds in the trust account that may be released
to the Company to pay its income taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released
from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption
of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of
the Offering (as such date may be extended by shareholder approval to amend the Amended and Restated Memorandum and Articles of Association
to extend the date by which we must consummate our initial business combination, or by such earlier liquidation date as the Company’s
board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted
in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify
the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business
combination within 24 months from the closing of the Offering or with respect to any other material provisions relating to shareholders’
rights or pre-initial business combination activity.
On
January 6, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1
to this Current Report on Form 8-K.
On
January 8, 2026, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.2
to this Current Report on Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated January 6, 2026, by and between the Company and BTIG, LLC, as representative of the several underwriters. |
| |
|
|
| 1.2 |
|
Business Combination Marketing Agreement, dated January 6, 2026, by and between the Company and BTIG, LLC. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated January 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
|
| 10.1 |
|
Letter Agreement, dated January 6, 2026, by and among the Company, Soren Holdings LLC and each of the officers and directors of the Company. |
| |
|
|
| 10.2 |
|
Investment Management Trust Agreement, dated January 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
|
| 10.3 |
|
Registration Rights Agreement, dated January 6, 2026, by and between the Company and Soren Holdings LLC. |
| |
|
|
| 10.4 |
|
Private Placement Warrants Purchase Agreement, dated January 6, 2026, by and between the Company and Soren Holdings LLC. |
| |
|
|
| 10.5 |
|
Form of Indemnity Agreement. |
| |
|
|
| 10.6 |
|
Administrative Services Agreement, dated January 6, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 99.1 |
|
Press Release, dated January 6, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated 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 8, 2026 |
|
|
5
