Soren Acquisition Corp. 8-K

What Happened

• Soren Acquisition Corp. (a special-purpose acquisition company) announced that its Form S-1 was declared effective on January 6, 2026 and that it consummated its initial public offering on January 8, 2026. The Offering sold 25,300,000 units at $10.00 per unit, generating $253,000,000 in gross proceeds (including a 3,300,000-unit overallotment).
• Each Unit consists of one Class A ordinary share and one-third of a redeemable warrant; each whole warrant entitles the holder to buy one Class A ordinary share at $11.50. The company also sold 5,000,000 private placement warrants to its Sponsor for $1.00 each, raising $5,000,000, and issued 1,100,000 representative Class A shares to the lead underwriter (BTIG).
• In connection with the Offering (effective January 6, 2026), Soren filed amended and restated constitutional documents and appointed Arghavan Di Rezze, Jamie Weber, Charles N. Kahn III and Spencer Gerrol to the board. Audit and compensation committee memberships and indemnity agreements for officers and directors were also put in place.

Key Details

• Offering: 25,300,000 units at $10.00 each; gross proceeds $253,000,000 (includes 3,300,000-unit over-allotment).
• Warrant terms: public and private warrants largely identical; exercise price $11.50 per share; Units include one-third of a warrant.
• Private placements: 5,000,000 warrants to Sponsor for $5,000,000; 1,100,000 representative shares to BTIG (subject to 180‑day transfer restrictions and certain waiver terms).
• Governance changes: four new directors appointed Jan 6, 2026; indemnity agreements executed; amended and restated memorandum and articles filed.

Why It Matters

• The filing confirms Soren has completed its IPO and now holds substantial cash in its trust account to pursue an initial business combination — the core purpose of the company. Investors in the public units will hold shares plus warrants that may dilute equity if exercised.
• Governance and legal protections were established (new board, committee appointments, indemnities, amended charter), and certain private placements and representative shares carry transfer restrictions and waiver provisions that affect sponsor/underwriter economic interests and redemption rights.
• Retail investors should note the number of warrants, exercise price ($11.50), the sponsor private warrants, and the 24‑month timeline references in the filing tied to completion of an initial business combination.