Soren Acquisition Corp.

false 0002086263 0002086263 2026-10-20 2026-10-20 0002086263 SORN:UnitsEachConsistingOfOneClassOrdinaryShareAndOnethirdOfOneRedeemableWarrantMember 2026-10-20 2026-10-20 0002086263 SORN:ClassOrdinarySharesParValue0.0001PerShareMember 2026-10-20 2026-10-20 0002086263 SORN:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-10-20 2026-10-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2026 Soren Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-43044 98-1882094 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1000 Brickell Avenue Ste 715 PMB 5203 Miami , Florida 33131 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: ( 305 ) 209-7579 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant SORNU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share SORN The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share SORNW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 20, 2026, Soren Acquisition Corp. (the ‘ Company ’) implemented a planned leadership transition involving changes to the composition of its board of directors (the ‘ Board ’) and executive leadership, appointing a highly accomplished slate of directors and a Chief Financial Officer, as described below. Arghavan Di Rezze will continue to serve as the Company’s Chief Executive Officer. Director and Chief Financial Officer Departures In connection with the planned leadership transition, on October 20, 2026, Spencer Gerrol and Charles N. Kahn III resigned as directors of the Company, effective October 20, 2026. Each of Mr. Gerrol and Mr. Kahn also served on the Audit Committee and Compensation Committee of the Board prior to their respective resignations. In connection with the same transition, Jamie Weber resigned as Chief Financial Officer and director of the Company, effective October 20, 2026. None of the foregoing departures was the result of any dispute or disagreement with the Company, its management, the Board, or any committee of the Board on any matter relating to the operations, policies, or practices of the Company. Appointment of New Directors and Officers In connection with the planned leadership transition described above, on October 20, 2026, the Board appointed Roger Cloutier Jr., Austin Criden, and Joseph Tonnos to fill the three vacancies of the Board, effective as of October 20, 2026. The Board also appointed Mr. Tonnos as Chief Financial Officer, succeeding Jamie Weber. These appointments filled the three vacancies resulting from the planned resignations described above. Mr. Cloutier will serve as a Class I director and will serve until the Company’s first annual general meeting. Mr. Tonnos will serve as a Class II with a term expiring at the Company’s second annual general meeting. Mr. Criden will serve as a Class III director and will serve until the Company’s third annual general meeting. Lieutenant General (Ret.) Roger L. Cloutier Jr. , 61, currently serves as a director of our Company. Since March 2026, Mr. Cloutier has served as Chief Business Officer of Nex42, a defense and dual-use business platform that connects advanced technologies with operational needs, contacts and market opportunities. In this role, he is responsible for developing business opportunities for Israeli companies seeking to do business in NATO countries, Europe and the United States. Since May 2026, Mr. Cloutier has served in an advisory capacity to Cortical Dynamics, a private Australia-based neurotechnology company that develops brain-monitoring technologies and AI-based applications, and Qtonic Quantum Corp, a private company focused on cyber risk and vulnerability intelligence, where he also serves as Founding Chair of the Allied Defense Council. Mr. Cloutier has also served in an advisory capacity to Clear Street LLC since April 2026. From November 2025 to January 2026, Mr. Cloutier served as a senior advisor to Cityblock Health, a healthcare provider, where he previously served as President of Markets from September 2022 to November 2025. From August 2020 to August 2022, Mr. Cloutier served as Commander of NATO Allied Land Command in Izmir, Turkey, where he was responsible for leading 500,000 soldiers across 71 allied and partner nations. Prior to that, Mr. Cloutier served as Commander of United States Army Africa/Southern European Task Force from August 2018 to August 2020. Mr. Cloutier retired from the United States Army at the rank of Lieutenant General following 34 years of service. His decorations include the Army Distinguished Service Medal, Defense Superior Service Medal, Legion of Merit, Bronze Star Medal and Purple Heart. Mr. Cloutier earned a Bachelor of Science in Political Science from the University of San Diego and a Master of Science in International Relations from Troy State University. We believe Mr. Cloutier is well qualified to serve as a member of our board of directors due to his extensive operational, risk management and leadership experience. 1 Austin Matthew Criden , 36, currently serves as a director of our Company. Since July 2026, Mr. Criden has served as a consultant to West2East Empire LLC, a Seattle-based brand management and media production company. Since October 2023, Mr. Criden has served as the co-founder of Southern Shine Car Wash, an express car wash company that operates three locations in the United States. From August 2024 to September 2026, Mr. Criden served as a corporate and business development consultant to FabFitFun LLC, a California-based subscription company focused on fashion, wellness, and lifestyle products. He previously served as FabFitFun’s Senior Director of Corporate Development, Business & Strategy from July 2018 to March 2020. In March 2020, Mr. Criden co-founded Palm Tree Crew Holdings LLC, a Florida-based diversified lifestyle, entertainment, hospitality, and venture capital holding company, where he served as Chief Executive Officer and a director until December 2023 and then as a consultant from December 2023 to May 2024. From October 2