Soren Acquisition

Establishes the final terms for the SPAC's IPO: $220 million trust (or $253 million with over-allotment), 24-month deadline from closing, $10.00 per share redemption price (subject to interest), founder shares with anti-dilution, sponsor purchase of 4.67M private warrants at $1.00 each, and detailed conflicts of interest. Key for redemption deadline tracking: the company must complete a business combination within 24 months of the offering closing, which is expected in late 2025, giving a deadline around late 2027. The trust per-share value is initially $10.00 but will earn interest; the current $10.17 per share reflects accrued interest since the trust deposit. The filing includes extensive risk factors and sponsor compensation disclosures that are critical for evaluating sponsor conduct and dilution.

The filing establishes the redemption mechanics: public shareholders can redeem at $10.00 per share upon any business combination, with a 15% cap on redemptions per holder if a vote is held. The trust holds $10.00 per unit ($220 million, or $253 million with overallotment). The deadline is 24 months from closing (extendable by shareholder vote with redemption rights). No target has been selected. Sponsor conduct: sponsor paid $0.003 per founder share and $1.00 per private warrant, will receive $25,000 per month administrative fee, and up to $1.5 million of working capital loans may be converted into warrants at $1.00 per warrant. The filing highlights dilutive risk and conflict of interest.

What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G beneficial ownership report for Soren Acquisition Corp. The document formalizes a joint filing arrangement stating that Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman agree to submit a single Schedule 13G on behalf of all four parties pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, reflecting their collective beneficial ownership of SOREN ACQUISITION CORP. shares as of March 31, 2026. Executed via power-of-attorney signed by Hayley Stein for David J. Snyderman on May 13, 2026. This excerpt contains no operative language modifying redemption deadlines, trust value accounting, extension voting mechanics, target acquisition progress, or sponsor conduct, and discloses zero information regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: It confirms aggregated regulatory reporting by Magnetar-affiliated vehicles and David Snyderman tied to a March 31, 2026 snapshot, but functions solely as a procedural compliance exhibit. Because the actual Schedule 13G schedule containing share counts and percentage thresholds is omitted, investors cannot determine whether a 5% or greater holder threshold was crossed, reduced, or maintained through this joint arrangement. No actionable signals appear regarding the SPAC’s ongoing search window, trust preservation, or redemption behavior.

What changed: Routine compliance exhibit: a Joint Acquisition Statement (Exhibit 99.1) appended to a Schedule 13G beneficial ownership report, formally acknowledging joint filing responsibility under SEC Rule 13d-1(k). This excerpt reports no operational or financial changes. It contains only signatures from Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross mutually acknowledging responsibility for the joint filing. It contains zero data bearing on SORN’s redemption deadline, trust value, extension motions, business combination progress, or sponsor conduct. Why it matters: As a procedural acknowledgment page, it carries no actionable signal for investors tracking redemptions, trust preservation, or deal timelines. Any substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are entirely absent; the named parties assert only their mutual legal obligation for the completeness and accuracy of the accompanying Schedule 13G. Without the main body of the Schedule 13G, no beneficial ownership percentages, acquisition dates, or investment intent disclosures can be evaluated.

What changed: A Schedule 13G beneficial ownership report accompanied by routine administrative Powers of Attorney submitted by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. The attached Exhibit 99 designates specific employees as attorneys-in-fact to execute and deliver Rule 13f-1 and Regulation 13D-G filings under the Securities Exchange Act of 1934. This filing contains no provisions, disclosures, or amendments bearing on Soren Acquisition’s redemption deadline, trust account valuation, extension voting procedures, target acquisition pipeline, or sponsor conduct. The only structural change is the renewal of internal corporate authorization instruments effective through July 16, 2026, which automatically expire if an appointed attorney ceases employment or changes functions before that date. The powers expressly supersede prior authorizations documented as July 29, 2024, and October 1, 2024. The exhibits were executed by Carey Ziegler, Managing Director at Goldman Sachs & Co. LLC, and specify New York law as the governing framework. Why it matters: For investors monitoring redemption windows, trust distributions, or business combination milestones, this document is procedurally inert. Its substantive content is strictly limited to Goldman Sachs’ compliance infrastructure for maintaining accurate public filings regarding beneficial security ownership. No claims regarding customers, revenue, market size, technology, strategic partnerships, pending litigation, or key executive transitions are presented. All temporal markers—the May 12, 2026 filing date, the July 16, 2026 POA expiration, and the July 29, 2024 and October 1, 2024 supersession dates—are attributed solely to the reporting entities and reflect internal administrative scheduling rather than any operational or financial condition of the SPAC. The filing does not alter trust mechanics, extend or collapse the search period, or signal sponsor activity beyond routine regulatory housekeeping.

What changed: Routine compliance exhibit: a Schedule 13G for beneficial ownership reporting. The filing identifies Soren Holdings LLC and Arghavan Di Rezze as the reported holders. The excerpt contains no provisions, amendments, or disclosures regarding the SPAC’s redemption deadline, per-share trust value, extension votes, acquisition progress, or sponsor conduct. Why it matters: Because the submission lacks schedule footnotes, percentage thresholds, or voting/power allocations, it does not alter the 2028-01-08 business combination deadline or the $10.17 per-share trust balance. No claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present. As a standard ownership snapshot, it carries no immediate impact on redemption mechanics, trust distribution timelines, or sponsor governance.

What changed: Soren Acquisition Corp.'s Form 10-K for the fiscal year ended December 31, 2025, filed March 27, 2026. It is the SPAC's first annual report, covering only the period from incorporation (September 2, 2025) through year-end; the January 8, 2026 IPO is reported as a subsequent event. No deal progress: SORN states it has not selected a target and has had no substantive target discussions. The filing establishes the post-IPO baseline: 25,300,000 units sold at $10.00 (including full over-allotment), $253,000,000 in trust, 5,000,000 private placement warrants to the sponsor at $1.00, 1,000,000 BTIG representative shares, trust of approximately $10.00 per public share as of January 31, 2026 (before taxes and before the $10,120,000 business combination marketing fee), and a combination period ending January 8, 2028. Sponsor economics are also disclosed: founder shares acquired for $25,000 ($0.003/share), 1,100,000 shares became non-forfeitable, and the sponsor granted insiders interests equivalent to 435,000 founder shares valued at $1,713,900. Pre-IPO net loss was $83,209. Why it matters: Confirms SORN remains a pre-deal SPAC with no target identified, so investors should track future announcements rather than any pending combination. It also fixes the redemption/liquidation calendar: public shareholders get redemption rights in connection with a business combination or charter amendment, and if no combination closes by January 8, 2028, the company will redeem and dissolve and warrants expire worthless. The filing separately warns that Nasdaq rules require completion by January 6, 2029, or the securities face suspension/delisting. It also flags sponsor-related dilution, possible sale of the sponsor's interest, and a $10,120,000 business combination marketing fee payable only if a deal closes.

What changed: This document is a Form 8-K current report containing an Item 8.01 disclosure and an attached press release announcing the separate listing and trading of publicly registered securities following the company’s initial public offering. Per the February 26, 2026 filing, there are no adjustments to the January 8, 2028 liquidation deadline, the $10.17 trust balance per share, redemption windows, or extension provisions. The mechanical update permits IPO Unit holders to elect separate trading starting February 27, 2026: Class A ordinary shares will trade under the symbol SORN, and whole redeemable warrants will trade under SORNW. Each warrant carries an exercise price of $11.50 per share. Unseparated Units retain the SORNU symbol. Fractional warrants are excluded from distribution, and broker notification to transfer agent Continental Stock Transfer & Trust Company is required. No trust accounting, redemption mechanics, or business combination terms were amended. Why it matters: As detailed in the attached press release (issued by the Company and signed by Chief Executive Officer Arghavan Di Rezze), the registrant remains in a pre-deal searching phase and 'is focused on completing a business combination with an attractive target business within the healthcare industry.' The release identifies the governance roster: Chief Executive Officer Arghavan Di Rezze and Chief Financial Officer Jamie Weber serve on the Board of Directors, joined by directors Marc Mazur, Charles N. Khan III, and Spencer Gerrol, with Peter Ondishin and Nicholas Shekerdemian acting as advisors. BTIG, LLC is listed as the sole book-running manager for the initial public offering. These personnel, sector-focus, and securities-administration details provide background on the sponsor structure and post-IPO liquidity options, but do not trigger shareholder redemptions, alter trust accounting, or advance merger negotiations.

What changed: 10-Q quarterly report for the period from September 2, 2025 (inception) through September 30, 2025, filed on February 23, 2026, after the January 8, 2026 IPO. It covers the pre-IPO formation period and includes subsequent events for the IPO. This is Soren Acquisition Corp.'s first periodic filing since its September 2, 2025 inception. The filing discloses that the company had no operations, minimal cash ($0), and working capital deficit of $181,677 as of September 30, 2025. It reports the issuance of 8,433,333 founder shares to the sponsor (Soren Holdings LLC) for $25,000, a $13,320 outstanding promissory note from the sponsor, and $190,348 in deferred offering costs. Subsequent to the quarter, on January 8, 2026, the company consummated its IPO of 25,300,000 units at $10.00 per unit (including full exercise of the 3,300,000-unit over-allotment), generating gross proceeds of $253,000,000, with $253,000,000 deposited in the trust account ($10.00 per public share). Simultaneously, the sponsor purchased 5,000,000 private placement warrants for $5,000,000. Transaction costs totaled $12,511,804. The filing also describes the business combination terms: a 24-month deadline to complete a deal (by January 8, 2028), with share redemption at trust value. It details underwriting discounts ($0.10 per unit, $2,530,000 aggregate), BTIG marketing fee (4% of IPO proceeds, payable upon closing of a business combination), representative shares issued to underwriters (1,000,000 shares at $0.001 per share), and lock-up provisions on founder shares (6 months post-combination or earlier if $12.00 price trigger is met). Why it matters: This filing establishes the baseline trust value of $10.00 per public share (with potential interest accretion to $10.17 per the prompt) and confirms the 24-month deadline to January 8, 2028. It provides key mechanics for redemptions, sponsor economics (founder shares, private placement warrants, working capital loans), and fee structures that could dilute pre-deal trust value. Investors tracking redemption deadlines, sponsor conduct, and extension risk will find the trust structure, sponsor indemnification clause, and BTIG marketing fee terms material. The filing also confirms no target has been identified or discussions initiated, consistent with a SEARCHING status.

What changed: A SEC Form 12b-25 Notification of Late Filing seeking a temporary exemption from the regulatory deadline for the Quarterly Report on Form 10-Q covering the period ended September 30, 2025. Chief Financial Officer Jamie Weber states that the company cannot meet the prescribed deadline for the third-quarter 2025 report because additional time is required to prepare the financial statements. The filing establishes a precise administrative window, confirming the report will be submitted within five calendar days of the original due date. Why it matters: Routine compliance exhibits like this notice do not alter economic terms but signal near-term disclosure risk and potential regulatory scrutiny. The five-calendar-day extension provides a fixed compliance horizon for investors monitoring liquidity triggers and examinator attention, while the CFO’s explicit certification that no significant change in results of operations is anticipated preserves baseline transparency expectations during the ongoing search phase.

What changed: A Form 8-K Current Report announcing the consummation of Soren Acquisition Corp.'s initial public offering, the simultaneous private placement, and the inclusion of its audited balance sheet as of January 8, 2026. The registrant confirms that on January 8, 2026, it closed its IPO of 25,300,000 public units at $10.00 per unit, generating $253,000,000 in gross proceeds and fully exercising the 3,300,000-unit underwriter over-allotment option. Concurrently, sponsor Soren Holdings LLC purchased 5,000,000 private placement warrants for $5,000,000. The company deposited exactly $253,000,000 into a U.S. trust account administered by Continental Stock Transfer & Trust Company, setting the baseline fund level for shareholder redemptions calculated two business days prior to consummation. According to the audited balance sheet, operating assets stood at $2,433,948 in cash alongside $25,000 due from the sponsor and $142,061 in deferred legal fees. The sponsor's original 8,433,333 founder shares are now irrevocable following the over-allotment exercise. Transaction costs detailed in the notes include a $2,530,000 cash underwriting discount, a $632,500 reimbursement returned to the company, and 1,000,000 representative shares sold to underwriters. A BTIG marketing agreement stipulates a 4.0% compensation package payable upon combination, split between a $2,530,000 fixed cash component and up to $7,590,000 variable component, both forfeited if liquidation occurs. Public warrants carry a $11.50 exercise price and vest 30 days post-combination. The filing codifies a strict 24-month search period ending January 8, 2028, requiring any target to possess fair market value equal to at least 80% of the net trust balance at signing. Why it matters: This filing legally terminates the search phase's pre-funding ambiguity and fixes the trust ceiling and mechanical triggers that govern investor exit scenarios and sponsor control economics. By documenting the precise $253,000,000 trust deposit and the January 8, 2028 liquidation deadline, it establishes the absolute timeline and capital reserve that drive redemption valuation math and force decisions regarding potential extensions or deal termination. The disclosed structural expenses—a recurring $25,000 monthly sponsor administrative fee, $142,061 in deferred legal liabilities, and the tiered $10,120,000 maximum marketing payout—represent deterministic drains on pre-combination liquidity that narrow the margin for error, influence working capital sustainability, and directly impact the net distributable amount to shareholders in the event of a failed acquisition window.

What changed: A Schedule 13G joint filing agreement submitting to the SEC coordinated beneficial ownership disclosures under Rule 13d-1(k) on behalf of Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong. Nothing regarding redemption deadlines, trust value, extensions, deal progress, or sponsor conduct. The excerpt exclusively formalizes a procedural joint filing tied to an earlier schedule dated January 9, 2026, with execution dated January 12, 2026. No aggregate ownership percentages, share quantities, purchase prices, or voting alignments are disclosed in the provided text. Why it matters: For investors monitoring SORN’s capital events and timeline, this document provides no actionable data on redemption pressure, trust preservation, target validation, or leadership shifts. All substantive assertions require direct sourcing; the exhibit contains only administrative attestations signed by authorized representative Saul Ahn and cross-references to historically unrelated documents (June 10, 2019; June 19, 2019). The joint filing structure indicates synchronized reporting obligations among the four named parties, but absent threshold benchmarks or transaction history, it cannot influence redemption modeling or extension probability assessments. Investors should treat this as a routine compliance baseline and track subsequent filings for business combination updates, warrant/exercise disclosures, or trust account amendments.