{"url_path":"/sec/sornw/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2086263/0001213900-26-056813-index.html","accession_number":"0001213900-26-056813","cik":"0002086263","ticker":"SORN","issuer_name":"Soren Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2086263/0001213900-26-056813-index.html","primary_entity_key":"0002086263","primary_entity_name":"Soren Acquisition Corp."},"word_count":632,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.\n\n \n\nOn January 8, 2026, we consummated our Initial\nPublic Offering of 25,300,000 Public Units, including 3,300,000 Option Units issued pursuant to the full exercise of the Over-Allotment\nOption. Each Public Unit consists of one Public Share, and one-third of one Public Warrant, with each whole Public Warrant entitling the\nholder thereof to purchase one Class A ordinary share for $11.50 per share.\n\n \n\nSimultaneously with the closing of the Initial\nPublic Offering and pursuant to the Private Placement Warrants Purchase Agreement, we completed the sale of an aggregate of 5,000,000\nPrivate Placement Warrants to our Sponsor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating\ngross proceeds to us of $5,000,000. The Private Placement Warrants (and underlying securities) are identical to the Public Warrants sold\nin the Initial Public Offering, except as otherwise disclosed in the registration statement on Form S-1 (File No. 333-290780) (the “IPO\nRegistration Statement”), and entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share. No underwriting\ndiscounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the\nexemption from registration contained in Section 4(a)(2) of the Securities Act.\n\n \n\nPrior to the commencement of the Initial Public\nOffering, BTIG purchased an aggregate of 1,000,000 Representative Shares for $0.001 per share, or $1,000 in total.\n\n \n\nThe Public Units were sold at a price of $10.00\nper Public Unit, generating gross proceeds to us of $253,000,000. BTIG acted as sole book running manager and representative of the several\nunderwriters of the Initial Public Offering. On January 8, 2026, simultaneously with the consummation of our Initial Public Offering and\npursuant to the Private Placement Warrants Purchase Agreement, we completed the private sale of an aggregate of 5,000,000 Private Placement\nWarrants at a purchase price of $1.00 per Private Placement Warrant, to our Sponsor, generating gross proceeds of $5,000,000.\n\n \n\nFollowing the closing of our Initial Public Offering\non January 8, 2026, a total of $253,000,000, comprised of the proceeds from the Initial Public Offering and the Private Placement (which\namount includes $10,120,000 of the Business Combination Marketing Fee payable to BTIG), was placed in the Trust Account). The proceeds\nheld in the Trust Account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in\nmoney market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment\nCompany Act. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which\nrisk increases the longer that we hold investments in the Trust Account, we may, at any time (based on the Management Team’s ongoing\nassessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the cash\nand marketable securities held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing\ndemand deposit account at a bank.\n\n \n\nThe remaining proceeds from the Initial Public\nOffering and the Private Placement are held outside the Trust Account. Such funds are being used primarily to enable us to identify a\ntarget and to negotiate and consummate our initial Business Combination.\n\n \n\nThere has been no material change in the planned\nuse of the proceeds from our Initial Public Offering and the Private Placement as described in the IPO Registration Statement. The specific\ninvestments in our Trust Account may change from time to time\n\n \n\nFor a description of the use of the proceeds generated\nin our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.\n\n \n\n22"}