Business Context and Reporting Period
Soren Acquisition Corp. is a Cayman Islands exempted company incorporated on September 2, 2025, operating as a Special Purpose Acquisition Company (SPAC). The filing is an Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company was formed to effect a Business Combination with one or more businesses, with a primary focus on the healthcare industry, though it may pursue targets in any sector. As of the reporting date, the Company had not commenced operations and had not selected a specific target.
Subsequent to the reporting period, on January 8, 2026, the Company consummated its Initial Public Offering (IPO) of 25,300,000 Units at $10.00 per unit, generating gross proceeds of $253,000,000. Simultaneously, it completed a private placement of 5,000,000 warrants to its Sponsor for $5,000,000.
Key Financial Metrics
| Metric | Value (Period Ended Dec 31, 2025) | Notes |
|---|---|---|
| Revenue | $0 | No operating revenues generated to date. |
| Net Loss | $(83,209) | Attributable to general and administrative expenses from inception. |
| Total Assets | $516,675 | Consists of prepaid expenses ($25,000) and deferred offering costs ($491,675). |
| Total Liabilities | $574,884 | Includes accrued expenses, accrued offering costs, IPO promissory note, and deferred legal fees. |
| Shareholder's Deficit | $(58,209) | Includes accumulated deficit of $(83,209). |
| Cash Balance | $0 | As of December 31, 2025. Working capital deficit was $(491,255). |
| Trust Account Balance | $253,000,000 | Established post-IPO (Jan 8, 2026) with $10.00 per Public Share. |
Material Changes and Subsequent Events
The financial position of the Company changed materially following the reporting period due to the consummation of the IPO on January 8, 2026:
- Capitalization: The Company raised $253,000,000 in gross proceeds from the IPO and $5,000,000 from the private placement of warrants.
- Liquidity: As of January 8, 2026, the Company held $2,433,948 in cash outside the Trust Account and had a working capital of $2,393,903.
- Debt Settlement: The outstanding balance of $165,580 on the IPO Promissory Note was fully repaid at the closing of the IPO.
- Trading Status: Units began trading on Nasdaq under the symbol "SORNU" on January 7, 2026. Class A Ordinary Shares ("SORN") and Warrants ("SORNW") began separate trading on February 27, 2026.
Outlook, Risks, and Management Commentary
Combination Period: The Company must complete an initial Business Combination by January 8, 2028 (24 months from the IPO closing). If not completed, the Company will liquidate and distribute funds from the Trust Account to public shareholders.
Management Strategy: Management intends to focus on established businesses of scale in the healthcare industry that may require financial or operational enhancement. The team includes Arghavan Di Rezze (CEO) and Jamie Weber (CFO), with advisors Peter Ondishin and Nicholas Shekerdemian.
Key Risks:
- Failure to Complete Combination: If no target is identified by the deadline, public shareholders receive only the Trust Account pro-rata share (approx. $10.00), and warrants expire worthless.
- Geopolitical Instability: Ongoing conflicts in Ukraine and the Middle East may disrupt capital markets and affect target business valuations.
- Dilution: Public shareholders face potential dilution from Founder Shares (25% ownership), Private Placement Warrants, and potential anti-dilution adjustments.
- Trust Account Claims: While the Sponsor has agreed to indemnify the Trust Account against certain third-party claims, there is no guarantee the Sponsor has sufficient assets to satisfy such obligations.
Investor Verification Checklist
- Trust Account Integrity: Verify the $253,000,000 held in the Trust Account and the terms of the Investment Management Trust Agreement with Continental Stock Transfer & Trust Company.
- Redemption Rights: Confirm the specific procedures and deadlines for public shareholders to redeem shares upon a proposed Business Combination.
- Sponsor Indemnity: Assess the financial capacity of Soren Holdings LLC (the Sponsor) to fulfill its indemnification obligations if third-party claims reduce the Trust Account below $10.00 per share.
- Deferred Fees: Note the $10,120,000 Business Combination Marketing Fee payable to BTIG upon completion of a transaction, which will be deducted from the Trust Account.
- Share Class Structure: Review the conversion terms of Class B Founder Shares, including anti-dilution provisions that may increase the Sponsor's ownership percentage post-combination.