Soren Acquisition Corp. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the fiscal year ended December 31, 2025. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all of our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Annual Report on Internal Control over Financial Reporting This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Trading Arrangements During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. Additional Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 33 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers As of the date of this Report, our directors and officers are as follows: Name Age Position Arghavan Di Rezze 35 Chief Executive Officer and Director Jamie Weber 49 Chief Financial Officer and Director Marc Mazur 66 Independent Director Charles N. Kahn III 74 Independent Director Spencer Gerrol 43 Independent Director The experience of our directors and executive officers is as follows: Arghavan Di Rezze , 35, has served as our Chief Executive Officer since our incorporation on September 2, 2025, is the managing member of our Sponsor, Soren Holdings LLC, and has served on our Board of Directors since the commencement of our listing on Nasdaq. From February 2024 to August 2025, Ms. Di Rezze served as the Chief Legal Officer of Theoria Medical, a national physician-services platform that is one of the largest providers of post-acute care in the United States. From June 2021 to February 2024, Ms. Di Rezze served as General Counsel of Theoria Medical, and from May 2019 to October 2023, Ms. Di Rezze served as Co-Founder and Chief Financial Officer of Theoria Medical. Through her positions at Theoria Medical, Ms. Di Rezze has extensive experience building and leading organizations through complex growth and transformation. Ms. Di Rezze established and scaled multiple departments, including legal, finance, compliance and operations, while guiding Theoria’s multi-state expansion and integration of complex healthcare facilities. She has also overseen the creation of governance structures, operational frameworks and financial systems to support sustained scale, while managing negotiations and partnerships across the healthcare ecosystem. Ms. Di Rezze earned a Bachelor of Arts from Oakland University and a Juris Doctor from Wayne State University Law School. We believe Ms. Di Rezze is well qualified to serve as a member of our board of directors due to her extensive management, healthcare, and financial experience. Jamie Weber , 49, has served as the Chief Financial Officer since our incorporation on September 2, 2025, and has served on our Board of Directors since the commencement of our listing on Nasdaq. Since April 2021, Mr. Weber has served as the Chief Financial Officer of UNCAP Investment Management, a boutique asset management firm focused on the digital asset space. Additionally, since 2018, Mr. Weber has served as the Controller of SPARK Neuro, a healthcare technology company focused on developing and delivering data- and AI-driven healthcare solutions. Before his time at UNCAP and SPARK Neuro, Mr. Weber established and scaled the finance and accounting departments at several venture-backed startup companies and served as Senior Manager of Financial Reporting in the SEC reporting group of IAC, during which the company completed the spin-offs of such public companies as Expedia Inc., Ticketmaster, Tree.com (Lending Tree), and HSN, Inc. Mr. Weber earned a Bachelor of Science from the Dyson School of Applied Economics and Management at Cornell University. We believe Mr. Weber is well qualified to serve as a member of our board of directors due to his extensive financial, healthcare and management experience. 34 Marc Mazur , 66, has served as a member of our Board of Directors since our inception. Since 2014, Mr. Mazur has served as an Industry Advisor to Brightwood Capital Advisors, LLC, a private debt fund. Since March 2017, Mr. Mazur has served as a member of the Board of Directors for SuRo Capital Corp, a publicly traded investment fund. Further, since August 2024, Mr. Mazur has served as a member of the Board of Directors of American Addiction Centers. Prior to joining the American Addiction Center Board of Directors, Mr. Mazur served as a member of the Board of Directors for Celularity Inc. from July 2021 to July 2024, Fibrocell Science, Inc. (NASDAQ: FCSC), an autologous cell and gene therapy company, from April 2010 to December 2019, GX Acquisition Corp., a SPAC which was the predecessor to Celularity Inc. upon its business combination, from May 2019 to July 2021, and GX Acquisition Corp. II, a SPAC, from February 2021 to March 2023 upon the completion of its business combination. Additionally, Mr. Mazur previously served as the Chief Executive Officer of Brevan Howard U.S. Asset Management, a London-based global macro hedge fund, and as a senior advisor of such company until 2010. He also previously served as a senior advisor to Tsinghua Venture Capital Company. Mr. Mazur served in management roles at Salomon Brothers, Inc., The Goldman Sachs Group, Inc. from 1987 until 1996, and served as a consultant for Goldman from 1997 to 1999. Prior to his time at Goldman Sachs, Mr. Mazur served as an executive with Careinsite and served as a director of Staywell Health, DeVilbiss Healthcare, ChanceLight Behavioral Health and other private companies in the wellness, addiction treatment, homecare and medical device fields. Mr. Mazur received his B.A. in Political Science from Columbia University and a J.D. from Villanova University School of Law. We believe Mr. Mazur is well qualified to serve as a member of our board of directors due to his extensive board experience as well as his management, advisory, and financial experience. Charles N. Kahn III , 74, has served on our Board of Directors since the commencement of our listing on Nasdaq. Mr. Kahn is a Visiting Senior Fellow at the American Enterprise Institute, a Senior Visiting Fellow at KFF and a nonresident Senior Scholar at the USC Leonard D. Schaeffer Institute for Public Policy & Government Service. Mr. Kahn served as the President and Chief Executive Officer of the Federation of American Hospitals, the national advocacy organization for tax-paying hospitals, from June 2001 through the end of 2025. Mr. Kahn has been chosen for Modern Healthcare magazine’s annual “100 Most Influential People in Healthcare” listing from 2001 through 2025. From 2016 to 2023, Mr. Kahn also served as co-chair of the Measure Applications Partnership Coordinating Committee of the National Quality Forum, a multi-stakeholder private-public partnership for developing and implementing a national strategy for health care quality measurement. Additionally, he served as a National Quality Forum Governing Board member from 2007 to 2013 and currently serves on the National Academies of Sciences, Engineering, and Medicine’s Center for Health, People and Places Committee. Mr. Kahn also previously served on the Board of Directors of AdhereHealth, a medication therapy management company from 2010 to 2023 and has served as the Founding Member and Co-Chair of the Future of Health Community, an organization for senior leaders in health organizations and administrators of the world’s leading hospitals, since 2018. Mr. Kahn earned Bachelor of Arts degrees in Social and Behavioral Sciences and Political Science from Johns Hopkins University and a Master’s degree in Public Health from Tulane University School of Public Health and Tropical Medicine. We believe Mr. Kahn is well qualified to serve as a member of our board of directors due to his extensive health policy and leadership experience. Spencer Gerrol , 43, has served on our Board of Directors since the commencement of our listing on Nasdaq. Since June 2018, Mr. Gerrol has served as the Founder and Chief Executive Officer of Spark Neuro Inc., a healthcare technology company focused on developing and delivering data- and AI-driven healthcare solutions. Mr. Gerrol is the current recipient of multiple National Institutes of Health SBIR Grant Awards, which recognize innovation and leadership in healthcare technology and diagnostics through awarding federal research funds. Mr. Gerrol earned a Bachelor of Sciences degree in Human Factors with minors in Engineering Management and Spanish from Tufts University. We believe Mr. Gerrol is well qualified to serve as a member of our board of directors due to his extensive healthcare and leadership experience. Our Advisors Peter Ondishin , 38, has served as an advisor to our Company. He has also served as the chief financial officer of Praetorian Acquisition Corp., a special purpose acquisition company, since November 2025 and as a director of Praetorian Acquisition Corp.’s board since January 2026. He has also served as chief financial officer of Inflection Point Acquisition Corp. III, a special purpose acquisition company, since November 2024. Mr. Ondishin served as chief financial officer of Inflection Point Acquisition Corp. II, a special purpose acquisition company, from March 2023 to March 2025, and he was previously an employee of Inflection Point Acquisition Corp., a special purpose acquisition company. Mr. Ondishin has been the chief financial officer of The Venture Collective since June 2023. He was previously the chief financial officer of Kingstown Capital Management from August 2020 to December 2023 and the Controller of Kingstown from April 2019 to August 2020. Mr. Ondishin was the Assistant Controller for Atlantic Investment Management from January 2016 to March 2019. Before that, Mr. Ondishin worked as an accountant for Fir Tree Partners from January 2014 to January 2016. Mr. Ondishin began his career in assurance at PwC. Mr. Ondishin holds a B.A. and an M.B.A. from Rutgers University, and he is also a Certified Public Accountant. 35 Nicholas Shekerdemian , 31, has served as an advisor to our Company. Mr. Shekerdemian previously served as a director of Inflection Point Acquisition Corp. II from May 2023 to March 2025 and previously served as a director of Inflection Point Acquisition Corp. from February 2021 to February 2023. Mr. Shekerdemian is the Founding Partner of The Venture Collective, a venture capital firm founded in October 2019 focused on solving the world’s largest problems. The Venture Collective is backed by a series of exited founders, hedge fund managers and Fortune 500 executives and has invested in the likes of Axiom Space, X Energy, Universal Quantum, Life Biosciences, Unnatural Products and Orbem. Mr. Shekerdemian was previously Founder and CEO, from January 2016 to January 2019, and Chairman from January 2019 to August 2022, of a venture backed business called Headstart (sold to Silverback United, Inc. in August 2022). At Headstart, he received backing from investors including Peter Thiel, Y Combinator, FoundersX Ventures, Hack VC, Plug and Play, and the founders of Zynga and Unity. Mr. Shekerdemian is an advisor to the United Nations on education through the United National Technology Innovation Lab (UNTIL). Personally, Mr. Shekerdemian is an active angel investor with 50+ investments spanning consumer, enterprise software and biotech. Family Relationships No family relationships exist between any of our directors, executive officers or Advisor. Involvement in Certain Legal Proceedings There are no material proceedings to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has a material interest adverse to our Company. Number and Terms of Office of Officers and Directors Our Board of Directors consists of five (5) members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Public Shares will not be entitled to vote on such matters during such time. These provisions of our Amended and Restated Charter relating to these rights of holders of Class B Ordinary Shares may be amended by a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B Ordinary Shares. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which consists of Charles N. Kahn III, will expire at our first annual general meeting. The term of office of the second class of directors, which consists of Spencer Gerrol and Marc Mazur, will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Arghavan Di Rezze and Jamie Weber will expire at the third annual general meeting. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Charter. Committees of the Board of Directors Our Board of Directors has two standing committees: the Audit Committee and a compensation committee (the “Compensation Committee”). Subject to phase-in rules, the Nasdaq Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our Board and has the composition and responsibilities described below. Audit Committee We have established the Audit Committee of the Board of Directors. Marc Mazur, Charles N. Kahn III and Spencer Gerrol serve as the members of our Audit Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Marc Mazur, Charles N. Kahn III and Spencer Gerrol are each independent. 36 Marc Mazur serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors has determined that Marc Mazur qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted a charter of the Audit Committee, which details the principal functions of the Audit Committee, including: ● assisting Board oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s qualifications and independence, and (iv) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities; and ● advising the Board and any other Board committees if the clawback provisions of Rule 10D-1 under the Exchange Act (the “SEC Clawback Rule”) are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. Compensation Committee We have established a Compensation Committee of our Board of Directors. The members of our Compensation Committee are Marc Mazur, Charles N. Kahn III and Spencer Gerrol. Charles N. Kahn III serves as chair of the Compensation Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have a Compensation Committee of at least two members, all of whom must be independent. Marc Mazur, Charles N. Kahn III and Spencer Gerrol are each independent. 37 We have adopted a charter of the Compensation Committee, which details the principal functions of the Compensation Committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to Board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting Management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy (as defined below), with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we would form a corporate governance and nominating committee as and when required to do so by law or the Nasdaq Rules. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Marc Mazur, Charles N. Kahn III and Spencer Gerrol. In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The Board of Directors also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated Charter. 38 We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, our Public Shareholders do not have the right to recommend director candidates for nomination to our Board of Directors. Code of Ethics We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees (the “Code of Ethics”). A copy of the Code of Ethics and the charters of the committees of our Board of Directors are available on our website, https://sorenacq.com/, and will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics, a copy of which is attached hereto as Exhibit 14 and is incorporated herein by reference. Trading Policies On December 21, 2025, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable Nasdaq Rules (the “Insider Trading Policy”). The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference. Compensation Recovery and Clawback Policy Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers. The SEC has also adopted the SEC Clawback Rule that directs national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results. On December 21, 2025, our Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608 (the “Nasdaq Clawback Rules”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the SEC Clawback Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the Nasdaq Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement. The foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Clawback Policy, a copy of which is attached hereto as Exhibit 97 and is incorporated herein by reference. 39 Item 11. Executive Compensation. None of our executive officers or directors have received any cash compensation for services rendered to us as of the date of this Report. Our Audit Committee reviews on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account. Other than quarterly Audit Committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial Business Combination. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, have been and will continue to be paid from funds held outside the Trust Account: ● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses pursuant to the IPO Promissory Note. As of December 31, 2025, the IPO Promissory Note had a balance of $165,580; ● Reimbursement for office space, utilities and secretarial and administrative support made available to us by our Sponsor, in an amount equal to $25,000 per month through the earlier of consummation of the initial Business Combination and our liquidation, pursuant to the Administrative Services Agreement; ● Payment of consulting, success or finder fees to our independent directors or Advisors or their respective affiliates in connection with the consummation of our initial Business Combination; ● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; and ● Repayment of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. 40 Any compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by the Compensation Committee, which consists solely of independent directors, or by a majority of the independent directors on our Board of Directors. After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to the members of our Management Team. The amount of such compensation may not be known at the time of the proposed Business Combination, because the directors of the post-Business Combination business will be responsible for determining executive officer and director compensation. We do not intend to take any action to ensure that members of our Management Team maintain their positions with the post-Business Combination company after the consummation of our initial Business Combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with the post-Business Combination company after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business, but we do not believe that the ability of our Management to remain with the post-Business Combination company after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 24, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 33,733,333 shares of our Ordinary Shares, consisting of (i) 25,300,000 Class A Ordinary Shares (excluding the 1,000,000 “representative” Class A ordinary shares purchased by BTIG) and (ii) 8,433,333 Class B Ordinary Shares, issued and outstanding as of March 24, 2026. On all matters to be voted upon, except for (x) the appointment and removal of directors of the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Only holders of Class B Ordinary Shares have the right to vote on the appointment and removal of directors prior to the completion of our initial Business Combination and on a vote to continue our Company in a jurisdiction outside of the Cayman Islands. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. 41 Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as such Private Placement Warrants are not exercisable within 60 days of the date of this Report. Class A Ordinary Shares Class B Ordinary Shares Approximate Percentage Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned Approximate Percentage of Class of Total Outstanding Ordinary Shares Soren Holdings LLC (2)(3) - - 8,433,333 100 % 25.0 % Arghavan Di Rezze (3) - - 8,433,333 100 % 25.0 % Jamie Weber - - - - - Marc Mazur - - - - - Charles N. Kahn III - - - - - Spencer Gerrol - - - - - All officers and directors as a group (five persons) - - 8,433,333 100 % 25.0 % Other 5% Shareholders The Linden Parties (4) 1,600,000 6.3 % - - 4.7 % (1) Unless otherwise noted, the principal business address of each of the following is c/o Soren Acquisition Corp., 1000 Brickell Avenue, Ste 715 PMB 5203, Miami, FL 33131. (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. (3) Soren Holdings LLC, our Sponsor, is the record holder of such Ordinary Shares. Arghavan Di Rezze is the managing member of our Sponsor and holds voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. The other members of the Sponsor, which include certain of our officers, directors and Advisors, hold only economic interests in the Sponsor and so do not hold voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Arghavan Di Rezze holds an indirect economic interest in approximately 46% of the membership interests of the Sponsor. Additionally, UNCAP SPV Holdings LLC Series 53, an entity controlled by Jeremy Sziklay and Samuel Sayegh, holds an economic interest in approximately 15% of the membership interests of the Sponsor, and CCM Capital Markets LP, an entity controlled by Elliot Richmond, holds an economic interest in approximately 16% of the membership interests of the Sponsor. No other person holds a direct or indirect material interest in the Sponsor. Each of Arghavan Di Rezze, UNCAP SPV Holdings LLC Series 53, and CCM Capital Markets LP disclaim any beneficial ownership of the securities held by our Sponsor other than to the extent of any pecuniary interest they may individually have therein, directly or indirectly. (4) According to a Schedule 13G filed with the SEC on January 13, 2026 by Linden Capital, L.P., a Bermuda limited partnership (“Linden Capital”), Linden GP LLC, a Delaware limited liability company (“Linden GP”), Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”), and Siu Min (Joe) Wong, a citizen of Hong Kong and the United States (“Mr. Wong” and collectively with Linden Capital, Linden GP and Linden Advisors, the “Linden Parties”), such Class A Ordinary Shares are held for the account of Linden Capital and one or more separately managed accounts (the “Managed Accounts”). Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own such Class A Ordinary Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and the trading advisor or investment advisor for the Managed Accounts and, in such capacity, may be deemed to beneficially own the Class A Ordinary Shares held by Linden Capital and the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP and, in such capacity, Mr. Wong may be deemed to beneficially own the Class A Ordinary Shares held by Linden Capital and the Managed Accounts. The principal business address of Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address of Linden GP, Linden Advisors and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, NY 10022. Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. 42 Item 13. Certain Relationships and Related Transactions, and Director Independence. On September 15, 2025, our Sponsor paid $25,000 to cover offering costs in consideration of 8,433,333 Founder Shares. The Sponsor purchased the Founder Shares for $0.003 per share. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 25,300,000 Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent approximately 25.0% of the issued and outstanding Ordinary Shares after the Initial Public Offering. Up to 1,100,000 Founder Shares were to be surrendered for no consideration depending on the extent to which the Over-Allotment Option was exercised. On January 8, 2026, the Over-Allotment Option was exercised in full and such Founder Shares are no longer subject to forfeiture. Pursuant to the Private Placement Warrants Purchase Agreement, our Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,000,000 in the Private Placement that closed simultaneously with our Initial Public Offering. Each Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share at $11.50 per share. The Private Placement Warrants are identical to the Public Warrants included as part of the Units sold in our Initial Public Offering, subject to certain limited exceptions as described in the IPO Registration Statement, including certain transfer restrictions. If we do not complete our initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Prior to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers or directors, Advisors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account. Pursuant to the Administrative Services Agreement, commencing on January 6, 2026, through the earlier of consummation of the initial Business Combination and our liquidation, we pay the Sponsor an aggregate of $25,000 per month for office space, utilities, and secretarial and administrative support. On September 15, 2025 , our Sponsor agreed to loan us an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to the IPO Promissory Note. The loan was non-interest-bearing, unsecured and due at the earlier of December 31, 2025 or the closing of the Initial Public Offering. As of September 15, 2025, we had no borrowings under the IPO Promissory Note. The loan was repaid out of the $600,000 of offering proceeds that had been allocated to the payment of offering expenses. In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete an initial Business Combination, we would repay such Working Capital Loans unless they are converted into warrants, as described below. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. Our Sponsor, executive officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our Audit Committee reviews, on a quarterly basis, all payments that were made to our Sponsor, officers and directors and to their affiliates. Any such payments prior to an initial Business Combination, including any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans, have been and will continue to be made using funds held outside the Trust Account. 43 After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. Pursuant to the Registration Rights Agreement, the holders of the (i) Founder Shares, (ii) Private Placement Warrants and (iii) warrants that may be issued upon conversion of Working Capital Loans (and in each case holders of their underlying securities, as applicable) have registration rights to require us to register a sale of any of our securities held by them and any other securities of our Company acquired by them prior to the consummation of our initial Business Combination (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Our Sponsor, directors and officers have also entered into the Letter Agreement, with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if our Sponsor, directors and officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period. Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Charter (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, in each case, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us for permitted withdrawals, divided by the number of then outstanding Public Shares. In connection with the Initial Public Offering, BTIG purchased 1,000,000 representative Class A Ordinary Shares for $0.001 per share, or $1,000.00 in total. The holders of such representative shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial Business Combination, (ii) to waive their redemption rights with respect to such shares, and (iii) to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial Business Combination within 24 months from the closing of the Initial Public Offering. Policy for Approval of Related Party Transactions The Audit Committee of our Board of Directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the Company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy include: (i) our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the Audit Committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our Code of Ethics or other policies, (iv) whether the Audit Committee believes the relationship underlying the transaction to be in the best interests of the Company and its Public Shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the Audit Committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our Audit Committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. 44 Director Independence The Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our Board of Directors has determined that Marc Mazur, Charles N. Kahn III and Spencer Gerrol are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. Item 14 . Principal Accountant Fees and Services. The following is a summary of fees paid or to be paid to Withum for services rendered. Audit Fees Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from September 2, 2025 (Inception) through December 31, 2025 totaled approximately $61,880. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the period from September 2, 2025 (Inception) through December 31, 2025. Tax Fees Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the period from September 2, 2025 (Inception) through December 31, 2025. All Other Fees All other fees consist of fees billed for all other services. We did not pay Withum for any other services for the period from September 2, 2025 (Inception) through December 31, 2025. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 45 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statement Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from September 2, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholder’s Deficit for the period from September 2, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the period from September 2, 2025 (Inception) through December 31, 2025 F-6 (2) Financial Statement Schedules All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. Item 16. Form 10-K Summary. Omitted at the Company’s option. 46 SOREN ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from September 2, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholder’s Deficit for the period from September 2, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the period from September 2, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-20 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Soren Acquisition Corp.: Opinion on the Financial Statements We have audited the accompanying balance sheet of Soren Acquisition Corp. (the “Company”) as of December 31, 2025, and the related statements of operations, changes in shareholder’s deficit and cash flows for the period from September 2, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, these financial statements presents fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from September 2, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of these financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in these financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of these financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York , New York March 27, 2026 PCAOB ID Number 100 F- 2 SOREN ACQUISITION CORP. BALANCE SHEET DECEMBER 31, 2025 Assets Current assets Prepaid expenses $ 25,000 Total current assets 25,000 Deferred offering costs 491,675 Total Assets $ 516,675 Liabilities and Shareholder’s Deficit Current liabilities Accrued expenses $ 40,309 Accrued offering costs 310,366 IPO promissory note 165,580 Total current liabilities 516,255 Deferred legal fee 58,629 Total Liabilities 574,884 Shareholder’s Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — Class A ordinary shares, $ 0.0001 par value; 300,000,000 shares authorized; none issued or outstanding — Class B ordinary shares, $ 0.0001 par value; 30,000,000 shares authorized; 8,433,333 shares issued and outstanding (1) 843 Additional paid-in capital 24,157 Accumulated deficit ( 83,209 ) Total Shareholder’s Deficit ( 58,209 ) Total Liabilities and Shareholder’s Deficit $ 516,675 (1) Includes up to 1,100,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 8, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,100,000 founder shares are no longer subject to forfeiture. The accompanying notes are an integral part of the financial statements. F- 3 SOREN ACQUISITION CORP. STATEMENT OF OPERATIONS FOR THE PERIOD FROM SEPTEMBER 2, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 General and administrative expenses $ 83,209 Net Loss $ ( 83,209 ) Weighted average shares outstanding, basic and diluted (1) 7,333,333 Basic and diluted net loss per ordinary shares $ ( 0.01 ) (1) Excludes up to 1,100,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 8, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,100,000 founder shares are no longer subject to forfeiture. The accompanying notes are an integral part of the financial statements. F- 4 SOREN ACQUISITION CORP. STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT FOR THE PERIOD FROM SEPTEMBER 2, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholder’s Shares Amount Shares Amount Capital Deficit Deficit Balance — September 2, 2025 (inception) — $ — — $ — $ — $ — $ — Class B ordinary shares issued to Sponsor (1) — — 8,433,333 843 24,157 — 25,000 Net loss — — — — — ( 83,209 ) ( 83,209 ) Balance – December 31, 2025 — $ — 8,433,333 $ 843 $ 24,157 $ ( 83,209 ) $ ( 58,209 ) (1) Includes up to 1,100,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 8, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,100,000 founder shares are no longer subject to forfeiture. The accompanying notes are an integral part of the financial statements. F- 5 SOREN ACQUISITION CORP. STATEMENT OF CASH FLOWS FOR THE PERIOD FROM SEPTEMBER 2, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net loss $ ( 83,209 ) Adjustments to reconcile net loss to net cash used in operating activities: Payment of general and administrative expenses through IPO promissory note 42,900 Changes in operating assets and liabilities: Accrued expenses 40,309 Net cash used in operating activities — Net Change in Cash — Cash – Beginning — Cash – Ending $ — Non-cash investing and financing activities: Deferred offering costs included in accrued offering costs $ 310,366 Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares $ 25,000 Deferred offering costs paid through IPO promissory note $ 122,680 Deferred offering costs included in deferred legal fees $ 58,629 The accompanying notes are an integral part of the financial statements. F- 6 Note 1 — Organization and Business Operations Soren Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 2, 2025 . The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from September 2, 2025 (inception) through December 31, 2025 relates to the Company’s formation, the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is Soren Holdings LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2026. On January 8, 2026, the Company consummated the Initial Public Offering of 25,300,000 units at $ 10.00 per unit (the “Public Units”), which is discussed in Note 3 (the “Initial Public Offering”), which includes the full exercise of the underwriters’ over-allotment option of 3,300,000 Public Units, generating gross proceeds of $ 253,000,000 . Each Public Unit consists of one Class A ordinary share and one-third of one redeemable warrant (the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,000,000 Private Placement Warrants (the “Private Placement Warrants”) to the Sponsor in a private placement, at a price of $ 1.00 per Private Placement Warrant, or $ 5,000,000 in the aggregate. Transaction costs amounted to $ 12,511,804 , consisting of $ 1,897,500 of cash underwriting fees (net of $ 632,500 underwriter’s reimbursement), and $ 10,614,304 of other offering costs. The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. F- 7 Following the closing of the Initial Public Offering on January 8, 2026, an amount of $ 253,000,000 ($ 10.00 per Public Unit) from the net proceeds of the sale of the Public Units, and a portion of the proceeds of the sale of the Private Placement Warrants, are held in a U.S.-based trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. The funds may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on 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. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants 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 the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as our board of directors may approve (the “Completion Window”), subject to applicable law, or (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 (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company for permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitations. The public shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company for permitted withdrawals and up to $ 100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. F- 8 The Sponsor, officers, and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Liquidity and Capital Resources The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under an unsecured IPO Promissory Note from the Sponsor of up to $ 300,000 (see Note 5). As of December 31, 2025, the Company had no cash and working capital deficit of $ 491,255 . In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $ 1.00 per warrant at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding. F- 9 In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has since completed its Initial Public Offering and underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering on January 8, 2026, at which time the capital in excess of the funds deposited in Trust Account and/or used to fund offering costs and other expenses was released to the Company for general capital purposes. Management has determined that upon the consummation of the Initial Public Offering, the full exercise by the underwriters of their over-allotment option, and the sale of the Private Placement Warrants, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statements. As of January 8, 2026, the Company had cash of $ 2,433,948 , and working capital of $ 2,393,903 . Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of December 31, 2025. F- 10 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Deferred Offering Costs The Company complies with the requirements of the FASB ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Public Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. On January 8, 2026, upon completion of the Initial Public Offering, offering costs allocated to the public shares subject to possible redemption were charged to temporary equity, and offering costs allocated to the Public Warrants included in the Public Units and Private Placement Warrants were charged to shareholders’ equity as the Public Warrants included in Public Units and Private Placement Warrants, after management’s evaluation, are accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Net Loss Per Class B Ordinary Share Net loss per Class B ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average Class B ordinary shares were reduced for the effect of an aggregate of 1,100,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. As of December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per Class B ordinary share is the same as basic loss per Class B ordinary share for the period presented. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. F- 11 FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Warrant Instruments The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. As of December 31, 2025, there were no Public Warrants and Private Placement Warrants issued or outstanding. Share-Based Compensation The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation”, guidance to account for its share-based compensation. It applies a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued by multiplying the marketable value per founder share (defined in Note 5) by the probability of successful closing of an initial Business Combination. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on September 2, 2025, date of incorporation, as noted in Note 8. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. F- 12 Note 3 — Initial Public Offering Pursuant to the Initial Public Offering on January 8, 2026, the Company sold 25,300,000 Public Units at a purchase price of $ 10.00 per Public Unit for a total of $ 253,000,000 , which includes the full exercise of the underwriters’ overallotment option in the amount of 3,300,000 Public Units. Each Public Unit consists of one Class A ordinary share, and one-third of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants at a purchase price of $ 1.00 per Private Placement Warrant, or $ 5,000,000 in the aggregate, in a private placement. Each whole Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. The Private Placement Warrants are identical to the Public Warrants underlying the Public Units sold in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Warrants (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination and (ii) will be entitled to registration rights. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public 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 allow redemption in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. F- 13 Note 5 — Related Party Transactions Founder Shares and Representative Shares On September 15, 2025, the Company issued an aggregate of 8,433,333 Class B ordinary shares, $ 0.0001 par value (the “Founder Shares”), in exchange for a $ 25,000 payment (approximately $ 0.003 per share) from the Sponsor to cover certain expenses on behalf of the Company. Up to 1,100,000 of the Founder Shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. On January 8, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,100,000 Founder Shares are no longer subject to forfeiture. On January 8, 2026, the Company issued to the underwriters 1,000,000 Class A ordinary shares (the “Representative Shares”) for a purchase price of $ 0.001 per share and an aggregate purchase price of $ 1,000 . The Representative Shares issued to the underwriters are in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, stock-based compensation associated with equity-classified awards is measured at fair value on the assignment date. Additionally, under SAB Topic 5A, specific incremental costs directly attributable to a proposed or actual offering of equity securities may by deferred and charged against the gross proceeds of the Initial Public Offering. The Company estimated the fair value of the Representative Shares to be $ 9,840,000 or $ 9.84 per share. Accordingly, $ 9,839,000 (the total $ 9,840,000 fair value less $ 1,000 paid by the underwriters) has been recorded as an offering cost which was closed to additional paid-in capital at the closing of the Initial Public Offering. The Company established the initial fair value for the Representative Shares on January 8, 2026, the date of the issuance, using Monte Carlo Simulation Model prepared by a third-party valuation firm, which takes into consideration the implied unit price of $ 10.00 and the market assumptions used in the valuation of warrants. On January 6, 2026, the Sponsor granted membership interests equivalent to an aggregate of 435,000 Founder Shares to the officers, independent directors and advisors of the Company. The membership interests in Founder Shares granted to the officers, independent directors and advisors are in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, stock-based compensation associated with equity-classified awards is measured at fair value on the assignment date. The Founder Shares have an aggregate fair value of $ 1,713,900 or $ 3.94 per share. The membership interests in Founder Shares are subject to forfeiture and will be automatically forfeited if the holder of Founder Shares (such member, the “Forfeiting Member” and such Founder Shares, the “Forfeited Founder Shares”) ceases to serve as an officer, independent director or advisor at any time prior to the first anniversary of the date the membership interests are issued to such member. The Company will recognize share-based compensation expense of $ 1,713,900 on the one year anniversary of the issuance of the membership interests. The Company established the fair value of Founder Shares using Monte Carlo Simulation Model prepared by a third-party valuation firm, which takes into consideration the following market assumptions; (i) implied share price of $ 9.84 , and (ii) probability of De-SPAC and instrument-specific market adjustment of 40.0 %. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 30 days after our initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up. IPO Promissory Note The Sponsor had agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering (the “IPO Promissory Note”). The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2025 or the closing date of the Initial Public Offering. As of December 31, 2025, the Company had $ 165,580 outstanding under the IPO Promissory Note which was fully settled on January 8, 2026, simultaneously with the closing of the Initial Public Offering. Borrowings under the promissory note are no longer available. F- 14 Administrative Services Agreement Commencing on January 6, 2026, the date when the Company’s securities were first listed on Nasdaq, the Company entered into an agreement with the Sponsor to pay an aggregate of $ 25,000 per month for office space, utilities and secretarial and administrative support. Upon completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. As of December 31, 2025, such arrangements had not been executed, and Company did not incur any fees for these services. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $ 1.00 per Private Placement Warrant at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding. Note 6 — Commitments and Contingencies Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. F- 15 Registration Rights The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register for resale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters’ Agreement The Company granted the underwriters a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,300,000 Public Units to cover over-allotments, if any. On January 8, 2026, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,300,000 Public Units at a price of $ 10.00 per Public Unit. The underwriters were entitled to a cash underwriting discount of $ 0.10 per Public Unit, or $ 2,530,000 in the aggregate, which was paid at the closing of the Initial Public Offering. Additionally, the underwriters paid the Company an aggregate amount of $ 632,500 at the closing of the Initial Public Offering as reimbursement to the Company for certain of its expenses and fees incurred in connection with the Initial Public Offering and for expenses to be incurred by the Company following the Initial Public Offering as a public company. This reimbursement increased the proceeds available to the Company outside of the Trust Account. The underwriters received compensation in addition to the underwriting discount, including 1,000,000 Representative Shares, at the closing of the Initial Public Offering for a purchase price of $ 1,000 or $ 0.001 per share (see Note 5). Deferred Legal Fee As of December 31, 2025, the Company had a total of $ 58,629 of deferred legal fees incurred in connection with the Initial Public Offering to be paid to the Company’s legal advisors upon consummation of the Business Combination. The deferred fee is classified as a non-current liability in the accompanying balance sheet. Business Combination Marketing Fee Pursuant to a business combination marketing agreement, the Company engaged BTIG as an advisor in connection with the initial Business Combination to assist the Company in holding meetings with shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the initial Business Combination and assist with the Company’s financial analysis, presentations, press releases and public filings in connection with the Business Combination. The Company will pay BTIG a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 4.0 % of the gross proceeds of the Initial Public Offering. The fee shall be payable as follows: (i) 1.0 % of the gross proceeds of the Initial Public Offering shall be payable in cash (or $ 2,530,000 in the aggregate) and (ii) 3.0 % of the gross proceeds of the Initial Public Offering shall be paid to BTIG in cash based on the funds remaining in the Trust Account after giving effect to public shares that are redeemed in connection with an initial Business Combination (or $ 7,590,000 in the aggregate). If the Company does not complete its initial Business Combination within the Completion Window and subsequently liquidate, BTIG has agreed that it will forfeit any rights or claims to the business combination marketing fee. Note 7 — Shareholder’s Deficit Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 . As of December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 300,000,000 Class A ordinary shares at par value of $ 0.0001 per share. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding. F- 16 Class B Ordinary Shares — The Company is authorized to issue a total of 30,000,000 Class B ordinary shares at par value of $ 0.0001 per share. As of December 31, 2025, there were 8,433,333 Class B ordinary shares issued and outstanding. The Founder Shares included an aggregate of up to 1,100,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. On January 8, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,100,000 Founder Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, approximately 25.0 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option but excluding any Representative Shares), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Memorandum and Articles of Association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Memorandum and Articles of Association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Amended and Restated Memorandum and Articles of Association, such actions include amending our Amended and Restated Memorandum and Articles of Association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following an initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company’s approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the Amended and Restated Memorandum and Articles of Association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. Warrants — As of December 31, 2025, there were no Public Warrants and Private Placement Warrants issued or outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. F- 17 The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60 th ) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 : The Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “ 30 -day redemption period”); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period commencing at least 30 days after the completion of an initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders. F- 18 Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. Note 8 — Segment Information FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews key metrics, which include the following: December 31, 2025 Deferred offering costs $ 491,675 For the Period from September 2, 2025 (Inception) Through December 31, 2025 General and administrative expenses $ 83,209 F- 19 General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. The CODM reviews the position of total assets as reported in the Company’s balance sheet to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds raised from the Initial Public Offering. Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through March 27, 2026, the date that the financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Commencing on January 6, 2026, the date when the Company’s securities were first listed on Nasdaq, the Company entered into an agreement with the Sponsor to pay an aggregate of $ 25,000 per month for office space, utilities and secretarial and administrative support. On January 6, 2026, the Sponsor granted membership interests equivalent to an aggregate of 435,000 Founder Shares to the officers, independent directors and advisors of the Company. The Company will recognize stock-based compensation expense of $ 1,713,900 on the one year anniversary of the issuance of the membership interests. The registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2026. On January 8, 2026, the Company consummated the Initial Public Offering of 25,300,000 Public Units at $ 10.00 per Public Unit, which includes the full exercise of the underwriters’ over-allotment option of 3,300,000 Public Units, generating gross proceeds of $ 253,000,000 . Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,000,000 Private Placement Warrants to the Sponsor in a private placement, at a price of $ 1.00 per Private Placement Warrant, or $ 5,000,000 in the aggregate. Following the closing of the Initial Public Offering, on January 8, 2026, an amount of $ 253,000,000 ($ 10.00 per Public Unit) from the net proceeds of the sale of the Public Units, and a portion of the proceeds of the sale of the Private Placement Warrants, was held in a Trust Account. On January 8, 2026, the underwriters were paid in cash an underwriting discount of $ 0.10 per Public Unit sold, or $ 2,530,000 in the aggregate simultaneously at the closing of the Initial Public Offering. In addition, the underwriters paid the Company an aggregate amount of $ 632,500 as reimbursement to the Company for certain of its expenses and fees incurred in connection with the Initial Public Offering and for expenses to be incurred by the Company following the Initial Public Offering as a public company. Upon the consummation of the initial Business Combination, the Company will pay BTIG a cash fee for advisory services in an amount equal to 4.0 % of the gross proceeds of the Initial Public Offering. On January 8, 2026, the underwriters received 1,000,000 Representative Shares as compensation in addition to the underwriting discount for a purchase price of $ 1,000 or $ 0.001 per share. On January 8, 2026, the Company fully settled the $ 165,580 outstanding balance of the IPO Promissory Note. Borrowings under the note are no longer available. Commencing on February 27, 2026, the holders of the Units issued in the Initial Public Offering may elect to separately trade the Class A Ordinary Shares and the Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Class A Ordinary Shares and the Warrants will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “SORN” and “SORNW,” respectively. Units not separated will continue to trade on Nasdaq under the symbol “SORNU.” Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants. F- 20 EXHIBIT INDEX 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. (2). 1.2 Business Combination Marketing Agreement, dated January 6, 2026, by and between the Company and BTIG, LLC. (2) 3.1 Amended and Restated Memorandum and Articles of Association. (2) 4.1 Specimen Unit Certificate. (1) 4.2 Specimen Ordinary Share Certificate. (1) 4.3 Specimen Warrant Certificate (included as an exhibit to Exhibit 4.1). (1) 4.4 Warrant Agreement, dated January 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (2) 4.5 Description of Registered Securities.* 10.1 Letter Agreement among the Registrant, Soren Holdings LLC and each of the officers and directors of the Company. (1) 10.2 Investment Management Trust Agreement, dated January 6, 2026, by and between the Company and Continental Stock Transfer & Trust Company. (1) 10.3 Registration Rights Agreement, dated January 6, 2026, by and between the Company and Soren Holdings LLC. (1) 10.4 Private Warrants Purchase Agreement, dated January 6, 2026, by and between the Company and Soren Holdings LLC. (1) 10.5 Form of Indemnity Agreement. (2) 10.6 Promissory Note, dated September 15, 2025, issued to Soren Holdings LLC. (1) 10.7 Securities Subscription Agreement, dated September 15, 2025, between Soren Holdings LLC and the Company. (1) 10.8 Administrative Services Agreement, dated January 6, 2026, by and between the Company and Soren Holdings LLC(2) 14 Code of Ethics. (1) 19 Insider Trading Policies and Procedures, adopted December 21, 2025.* 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97 Policy Related to Recovery of Erroneously Awarded Compensation adopted December 21, 2025.* 99.1 Audit Committee Charter. (1) 99.2 Compensation Committee Charter. (1) 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-290780), filed with the SEC on December 19, 2025. (2) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 9, 2026. 47 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 27th day of March, 2026. Soren Acquisition Corp. By: /s/ Arghavan Di Rezze Name: Arghavan Di Rezze Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Position Date /s/ Arghavan Di Rezze Chief Executive Officer March 27, 2026 Arghavan Di Rezze ( Principal Executive Officer ) /s/ Jamie Weber Chief Financial Officer March 27, 2026 Jamie Weber ( Principal Financial and Accounting Officer ) /s/ Marc Mazur Independent Director March 27, 2026 Marc Mazur /s/ Charles N. Kahn III Independent Director March 27, 2026 Charles N. Kahn III /s/ Spencer Gerrol Independent Director March 27, 2026 Spencer Gerrol 48