Business Context and Reporting Period
Soren Acquisition Corp. is a Cayman Islands exempted company incorporated on September 2, 2025, operating as a blank check company (SPAC) intended to effect a business combination. This Form 10-Q covers the period from inception (September 2, 2025) through September 30, 2025. As of the reporting date, the Company had not commenced operations and had no operating revenues. The Company consummated its Initial Public Offering (IPO) on January 8, 2026, subsequent to the reporting period.
Key Financial Metrics
| Metric | Value (Period Ended Sept 30, 2025) |
|---|---|
| Total Assets | $215,348 |
| Total Liabilities | $206,677 |
| Shareholder's Equity | $8,671 |
| Net Loss | $(16,329) |
| Cash and Cash Equivalents | $0 |
| Working Capital Deficit | $(181,677) |
| Deferred Offering Costs | $190,348 |
| Promissory Note (Related Party) | $13,320 |
Material Changes and Subsequent Events
The financial statements reflect the Company's pre-IPO status. Significant material events occurred subsequent to the reporting period (January 2026) that fundamentally altered the Company's capital structure:
- Initial Public Offering: On January 8, 2026, the Company completed an IPO of 25,300,000 Public Units at $10.00 per unit, including the full exercise of the underwriters' over-allotment option. This generated gross proceeds of $253,000,000.
- Private Placement: Simultaneously with the IPO, the Sponsor purchased 5,000,000 Private Placement Warrants for $5,000,000.
- Trust Account: $253,000,000 was deposited into a Trust Account following the IPO.
- Liquidity Improvement: As of January 8, 2026, the Company held cash of $2,433,948 and working capital of $2,393,903, resolving the working capital deficit reported in the 10-Q.
- Debt Settlement: The outstanding promissory note balance of $165,580 (as of settlement date) was fully settled on January 8, 2026.
Outlook, Risks, and Management Commentary
Outlook and Strategy: The Company intends to use proceeds from the IPO and Trust Account to complete a business combination with one or more target businesses. It has 24 months from the IPO closing (January 8, 2026) to consummate a transaction, subject to extension provisions. If no combination is completed, the Company will liquidate and redeem public shares.
Risks and Contingencies:
- Geopolitical Instability: The filing highlights risks associated with the Russia-Ukraine conflict and the Israel-Hamas conflict, which could disrupt capital markets and affect the ability to identify or complete a target business.
- Going Concern: Prior to the IPO, the Company faced a working capital deficit. Management determined that post-IPO proceeds are sufficient to finance working capital needs for at least one year.
- Share-Based Compensation: The Company expects to recognize $1,713,900 in stock-based compensation expense related to Founder Shares granted to officers and directors, amortized over one year.
- Marketing Fee: Upon consummation of a business combination, the Company will pay BTIG a fee equal to 4.0% of the gross IPO proceeds ($10,120,000 total), contingent on the transaction closing.
Investor Verification Checklist
- IPO Closing Confirmation: Verify the final closing date and total proceeds of the January 8, 2026 IPO, including the full exercise of the 3,300,000 unit over-allotment.
- Trust Account Status: Confirm the current balance and interest earnings in the Trust Account, which holds $253,000,000 as of the IPO closing.
- Share Count and Forfeiture: Verify that the 1,100,000 Founder Shares subject to forfeiture were retained due to the full exercise of the over-allotment option.
- Related Party Obligations: Review the status of the $25,000 monthly administrative fee agreement with the Sponsor, which commenced in January 2026.
- Target Search Progress: Monitor disclosures regarding the identification of potential business combination targets within the 24-month completion window.