UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
SEC
File Number 001-43044
NOTIFICATION
OF LATE FILING
| (Check one): |
☐ Form 10-K |
☐ Form 20-F |
☐ Form 11-K |
☒ Form 10-Q |
| |
☐ Form 10-D |
☐ Form N-CEN |
☐ Form N-CSR |
|
For
Period Ended: September 30, 2025
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
For
the Transition Period Ended:_______________________________________________________
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I
REGISTRANT
INFORMATION
SOREN
ACQUISITION CORP.
Full
Name of Registrant
N/A
Former
Name if Applicable
1000
Brickell Avenue Ste 715 PMB 5203
Address
of Principal Executive Office (Street and Number)
Miami,
Florida 33131
City,
State and Zip Code
PART
II
RULES
12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
| ☒ |
(a) |
The reason described in
reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| ☒ |
(b) |
The subject annual report,
semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on
Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following
the prescribed due date; and |
| |
(c) |
The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III
NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
Soren
Acquisition Corp. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended September
30, 2025 with the U.S. Securities and Exchange Commission within the prescribed time period for such filing without unreasonable effort
or expense because the Company is in the process of preparing the financial statements for the quarter ended September 30, 2025 and will
need additional time to complete such financial statements. The Company expects to file its Quarterly Report on Form 10-Q within five
calendar days of the prescribed due date.
PART
IV
OTHER
INFORMATION
| (1) |
Name and telephone number
of person to contact in regard to this notification |
| |
Jamie
Weber |
|
(305) |
|
209-7579 |
| |
(Name) |
|
(Area Code) |
|
(Telephone Number) |
| |
|
| (2) |
Have all other periodic
reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). Yes ☒ No ☐ |
| (3) |
Is it anticipated that
any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? Yes ☐ No ☒ |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made has caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
Soren
Acquisition Corp.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 20, 2026 |
By: |
/s/
Jamie Weber |
| |
|
Jamie
Weber |
| |
|
Chief Financial Officer |
