Soren Acquisition Corp. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. (a) Market Information Our Units, Public Shares and Public Warrants are each traded on the Global Market tier of Nasdaq under the symbols “ SORNU”, “SORN” and “SORNW” , respectively. Our Units commenced public trading on January 7, 2026, and our Public Shares and Public Warrants commenced separate public trading on February 27, 2026. (b) Holders On March 24, 2026, there was one holder of record of our Units, two holders of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares, and two holders of record of our Warrants. (c) Dividends We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. (d) Securities Authorized for Issuance Under Equity Compensation Plans None. (e) Performance Graph As a smaller reporting company, we are not required to provide the information required by Regulation S-K Item 201(e). (f) Recent Sales of Unregistered Securities Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, we completed the sale of an aggregate of 5,000,000 Private Placement Warrants to our Sponsor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to us of $5,000,000. The Private Placement Warrants (and underlying securities) are identical to the Public Warrants sold in the Initial Public Offering, except as otherwise disclosed in the IPO Registration Statement, and entitles the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. 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. Prior to the commencement of the Initial Public Offering, BTIG purchased an aggregate of 1,000,000 representative shares for $0.001 per share, or $1,000 in total. 27 (g) Use of Proceeds from the Initial Public Offering On January 8, 2026, we consummated our Initial Public Offering of 25,300,000 Units, including 3,300,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Unit consists of one Public Share, and one-third of one Public Warrant, with each whole Public 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 us of $253,000,000. BTIG acted as sole book running manager and representative of the several underwriters of the Initial Public Offering. On January 8, 2026, simultaneously with the consummation of our Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, we completed the private sale of an aggregate of 5,000,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, to our Sponsor, generating gross proceeds of $5,000,000. Following the closing of our Initial Public Offering on January 8, 2026, a total of $253,000,000, comprised of the proceeds from the Initial Public Offering and the Private Placement (which amount includes $10,120,000 of the Business Combination Marketing Fee payable to BTIG), was placed in a U.S.-based trust account maintained by Continental, acting as trustee. T he proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on the Management Team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank. The remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination. There has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time. (h) Purchases of Equity Securities by the Issuer and Affiliated Purchasers There were no such repurchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report. Item 6. [Reserved]