IPO and Financing - The company completed its Initial Public Offering (IPO) on January 8, 2026, raising gross proceeds of $253 million from the sale of 25,300,000 Units at a price of $10.00 per Unit[21]. - A private sale of 5,000,000 Private Placement Warrants was completed simultaneously, generating an additional $5 million[22]. - The Initial Public Offering generated gross proceeds of $253,000,000 from the sale of 25,300,000 Units at $10.00 per unit[149]. - Total transaction costs associated with the Initial Public Offering amounted to $12,511,804, including $1,897,500 in cash underwriting fees[163]. - The underwriters of the Initial Public Offering received a cash underwriting discount of $2,530,000, which is 1.0% of the gross proceeds[174]. - The company has approximately $1,870,000 in proceeds held outside the Trust Account as of the consummation of the Initial Public Offering, excluding $632,500 paid to underwriters for expenses[98]. - The company has $253,000,000 available for a Business Combination as of January 31, 2026, excluding amounts held outside of the Trust Account for working capital[50]. - A total of $253,000,000 was placed in a U.S.-based trust account, which may only be invested in U.S. government securities with a maturity of 185 days or less[151]. Business Combination Strategy - The company has not yet selected a Business Combination target and has generated no operating revenues to date, with expectations to do so only after the initial Business Combination[18]. - The Management Team has experience in identifying and closing four SPAC Business Combinations, enhancing the company's ability to complete a successful Business Combination[20]. - The company aims to complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[41]. - The company may structure its initial Business Combination to acquire less than 100% of the target business, provided it acquires at least 50% of the voting securities[42]. - The company intends to focus on target businesses in the healthcare industry but may pursue opportunities in any sector or geographical location[36]. - The company may face conflicts of interest as its officers and directors may have obligations to other entities, potentially affecting the ability to complete a Business Combination[45]. - The company may pursue initial Business Combinations with affiliated companies, provided an independent valuation opinion is obtained[43]. - The company may seek additional financing through private offerings of debt or equity securities to complete its initial Business Combination if the cash portion of the purchase price exceeds the available amount from the Trust Account[53]. - The company may continue to seek a Business Combination with a different target if the initial proposed Business Combination is not completed[94]. - The company may face challenges in finding suitable target businesses for its initial Business Combination due to the requirement for audited financial statements[109]. Shareholder Rights and Redemption - Public Shareholders can redeem their shares regardless of their voting stance on the Business Combination, either through a general meeting or a tender offer[79]. - The per-share redemption price for Public Shareholders will be based on the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[75]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[88]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer shares to exercise redemption rights[86]. - A nominal fee of approximately $100 may be charged by the transfer agent for processing share redemptions[91]. - If the initial Business Combination is not completed within the Combination Period, the company will redeem Public Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[95]. - The company must return any certificates delivered by Public Shareholders who elected to redeem their shares if the initial Business Combination is not approved[93]. - Shareholder approval may be sought for the initial Business Combination if required by law or stock exchange rules, but the company may also conduct redemptions without a shareholder vote[65][66]. Management and Governance - The Board of Directors consists of five members, with terms divided into three classes serving three-year terms[205]. - The Chief Executive Officer, Arghavan Di Rezze, has extensive experience in healthcare and financial management[195]. - The Chief Financial Officer, Jamie Weber, has a background in digital asset management and healthcare technology[196]. - The company has established a Compensation Committee, also composed of independent members[210]. - The Compensation Committee is responsible for reviewing and approving the CEO's compensation based on performance evaluations[215]. - The company has adopted a charter for the Compensation Committee, which includes the ability to retain compensation consultants and assess their independence[212]. - The company has not established specific minimum qualifications for directors but considers various factors such as integrity and professional reputation[216]. - A Code of Business Conduct and Ethics has been adopted, applicable to directors, officers, and employees, with amendments disclosed on the company website[217]. Financial Performance and Risks - The company reported a net loss of $83,209 for the period from September 2, 2025, to December 31, 2025, primarily due to general and administrative expenses[159]. - As of December 31, 2025, the company had a working capital deficit of $491,255 and no cash available[161]. - The company has no long-term debt or off-balance sheet arrangements as of December 31, 2025[170]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of the initial Business Combination[144]. - The company may experience increased costs and risks if it attempts to complete multiple Business Combinations simultaneously[119]. - There is a risk that the actual per-share redemption amount may be less than $10.00 due to claims by creditors against the Trust Account[102]. - The company is subject to competition from other entities, including SPACs and private equity groups, which may limit its ability to acquire larger target businesses[106]. - The company may not be able to obtain additional financing to complete its initial Business Combination, which could impact its operations and profitability[119]. Regulatory and Compliance - The company is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares held by non-affiliates exceeds $700 million[115]. - The company is subject to the Sarbanes-Oxley Act and will need to evaluate its internal control procedures for the fiscal year ending December 31, 2026[110]. - The company may not be able to complete its initial Business Combination if a proposed transaction is subject to regulatory review, including by the Committee on Foreign Investment in the United States (CFIUS)[119]. - The company anticipates that its management team's relationships will yield proprietary deal flow opportunities for potential target businesses[59]. - The company has not encountered any cybersecurity incidents since its Initial Public Offering, but remains vulnerable to such risks[137]. - The company may face challenges in identifying potential targets due to geopolitical conditions, including the ongoing Russia-Ukraine conflict[131]. - The company’s securities may be deemed "penny stock," which could result in reduced trading activity and liquidity[128].

Group 1 - Soren Acquisition Corp. announced that starting February 27, 2026, holders of the units from its initial public offering can separately trade Class A ordinary shares and redeemable warrants [1] - Each unit consists of one Class A ordinary share and one-third of a redeemable warrant, with each whole warrant allowing the purchase of one Class A ordinary share at $11.50 [1] - The Class A ordinary shares will trade under the symbol "SORN" and the warrants under "SORNW" on the Nasdaq Global Market, while units not separated will continue to trade under "SORNU" [1] Group 2 - Soren Acquisition Corp. is a blank check company aimed at executing mergers, amalgamations, share exchanges, asset acquisitions, or similar business combinations, primarily focusing on the healthcare industry [3] - The management team includes CEO Arghavan Di Rezze and CFO Jamie Weber, along with other board members and advisors [4]

Financial Performance - The company reported a net loss of $16,329 for the period from September 2, 2025, to September 30, 2025, primarily due to general and administrative expenses[120]. - The company incurred no cash used in operating activities during the period from September 2, 2025, to September 30, 2025[124]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on January 8, 2026, raising gross proceeds of $253,000,000 from the sale of 25,300,000 Public Units at $10.00 per unit[122]. - Total transaction costs associated with the Initial Public Offering amounted to $12,511,804, which included $1,897,500 in cash underwriting fees and $10,614,304 in other offering costs[123]. - Following the Initial Public Offering, $253,000,000 was placed in the Trust Account to be used for a future Business Combination[123]. Use of Funds - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital to finance operations of the target business[125]. - The company plans to utilize funds held outside the Trust Account for identifying and evaluating target businesses and conducting due diligence[126]. - The company may require additional financing to complete its Business Combination or to address potential redemptions of Public Shares[128]. Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025[129]. - The company has committed to pay the Sponsor $25,000 per month for office space and administrative support[130].

Core Viewpoint - Soren Acquisition Corp. successfully closed its initial public offering (IPO) of 25,300,000 units, generating gross proceeds of $253 million, with a focus on pursuing business combinations in the healthcare industry [1][3]. Group 1: IPO Details - The IPO was priced at $10.00 per unit, resulting in gross proceeds of $253 million [1]. - The units began trading on January 7, 2026, on the Nasdaq under the ticker symbol "SORNU" [2]. - Each unit consists of one Class A ordinary share and one-third of a redeemable warrant, with each whole warrant allowing the purchase of one Class A ordinary share at an exercise price of $11.50 [2]. Group 2: Company Structure and Management - Soren Acquisition Corp. is a blank check company aimed at merging or acquiring businesses, particularly in the healthcare sector [3]. - The management team includes CEO Arghavan Di Rezze and CFO Jamie Weber, along with other board members [4]. Group 3: Legal and Advisory Support - BTIG, LLC acted as the sole book-running manager for the offering, while Reed Smith LLP served as legal counsel to the company [5]. - Walkers (Cayman) LLP provided legal counsel in the Cayman Islands, and Ellenoff Grossman & Schole LLP represented the underwriter [5].

Company Overview - Soren Acquisition Corp. is a blank check company formed to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, focusing on the healthcare industry [2]. Initial Public Offering (IPO) Details - The company announced the pricing of its initial public offering of 22,000,000 units at a price of $10.00 per unit, with trading expected to begin on January 7, 2026, under the ticker symbol "SORNU" [1]. - Each unit consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant allowing the purchase of one Class A ordinary share at a price of $11.50 per share [1]. - The offering is expected to close on January 8, 2026, subject to customary closing conditions, and underwriters have a 45-day option to purchase an additional 3,300,000 units to cover over-allotments [1]. Management Team - The management team is led by Arghavan Di Rezze (CEO) and Jamie Weber (CFO), both of whom are members of the Board of Directors, which also includes Marc Mazur, Charles N. Khan III, and Spencer Gerrol [3]. Underwriters and Legal Counsel - BTIG, LLC is acting as the sole book-running manager for the offering, while Reed Smith LLP and Walkers (Cayman) LLP serve as legal counsel to the company [4].

As filed with the U.S. Securities and Exchange Commission on December 19, 2025. Registration No. 333-290780 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ Soren Acquisition Corp. (Exact name of registrant as specified in its charter) ____________________ | Cayman Islands 6770 | 98-1882094 | | --- | --- | | (State or other jurisdiction of (Primary Standard Ind ...

As filed with the U.S. Securities and Exchange Commission on October 8, 2025. Registration No. 333-_______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ Soren Acquisition Corp. (Exact name of registrant as specified in its charter) ____________________ Cayman Islands 6770 98-1882094 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Cla ...