Form 8-K

8-K — Soren Acquisition Corp.

Accession: 0001213900-26-112511

Filed: 2026-10-26

Period: 2026-10-20

CIK: 0002086263

SIC: 6770 (BLANK CHECKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0309467-8k_soren.htm (Primary)

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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.

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

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.

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 2022 to December 2023, he served as a director of Sauz, LLC, a California-based

consumer packaged goods food company. From January 2019 to July 2020, Mr. Criden served as a member of the board of directors of Lagom

Kitchen Company d/b/a Our Place, a direct-to-consumer kitchenware and lifestyle brand. Earlier in his career, from November 2014 to June

2018, Mr. Criden held multiple positions at LionTree LLC, an independent investment and merchant bank focused on the media, technology,

communications, consumer, and creative industries, serving as an Analyst, Associate, and Head of Business Development. At LionTree, he

helped source and execute M&A advisory, capital raising advisory, and merchant banking transactions. Mr. Criden earned a Bachelor

of Arts from Northwestern University. We believe Mr. Criden is well qualified to serve as a member of our board of directors due to his

extensive financial, board governance, and leadership experience.

The

Board determined that each of Mr. Cloutier Jr. and Mr. Criden qualifies as an independent director for purposes of The Nasdaq Stock Market

LLC listing rules, as well as applicable rules of the Securities and Exchange Commission. Mr. Cloutier Jr. and Mr.

Criden to serve as members of the Company’s Audit Committee and Compensation Committee. Mr. Criden

will serve as chair of the Compensation Committee.

connection with their appointments, each of Mr. Cloutier Jr., Mr. Criden, and Mr. Tonnos is expected to receive an indirect economic interest

in the founder shares of the Company held by Soren Holdings LLC, the Company’s sponsor (the “Sponsor”). As of

the date of this Current Report, the compensation arrangements for the newly appointed directors and Chief Financial Officer have not

been determined.

addition, Mr. Cloutier Jr., Mr. Criden, and Mr. Tonnos will each enter into the Company’s standard form of indemnity agreement for

directors.

There

are no arrangements or understandings between Mr. Cloutier Jr. and Mr. Criden and any other person pursuant to which he was named a director

of the Company. Neither Mr. Cloutier Jr. nor Mr. Criden has any family relationship with the Company’s directors or executive officers

or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Cloutier Jr. and Mr. Criden have not entered

into any other material plan, contract, arrangement, or amendment in connection with his appointment to the Board.

Neither

Mr. Cloutier Jr. nor Mr. Criden is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Joseph

Tonnos, 39, brings more than 15 years of experience in investment management, corporate finance, capital markets, and

transaction structuring. Since October 2026, Mr. Tonnos has served as Managing Director, Direct Investments at the Di Rezze Family

Office, a private investment management company and a sponsor of the Company. Mr. Tonnos has previously held leadership positions across six SPACs, all of which

have completed business combinations. He served as Chief Financial and Investment Officer of Roth CH Acquisition Co. until its

business combination with SharonAI Holdings Inc. (NASDAQ: SHAZ), in December 2025; Chief Investment Officer of Roth CH Acquisition V

Co. until its merger with New Era Helium, Inc., n/k/a New Era Energy & Digital, Inc. (NASDAQ: NUAI) in December 2024; Chief

Financial Officer of GSR II Meteora Acquisition Corp. until its business combination with Bitcoin Depot Inc. in June 2023; Senior

Vice President of Haymaker Acquisition Corp. III until its business combination with biote Corp. (NASDAQ: BTMD) in May 2022; Senior

Vice President of Haymaker Acquisition Corp. II until its business combination with Arko Corp. (Nasdaq: ARKO) in December 2020; and

Senior Vice President of Haymaker Acquisition Corp. until its business combination with OneSpaWorld Holdings Ltd (NASDAQ: OSW) in

March 2019.

From

April 2023 until October 2026, he served as Managing Director at Roth Capital Partners, LLC, a privately held investment bank providing

strategic and financial advisory services to growth companies and their investors. Mr. Tonnos also previously served as Co-President of

Roth Principal Investments, LLC from August 2025 to October 2026 and as Portfolio Manager of RoHo Capital Opportunity Fund LLC from April

2026 to October 2026, both affiliates of Roth Capital Partners, LLC that provide capital and customized financing structures to a variety

of businesses. From 2021 to 2023, Mr. Tonnos served as Principal and Associate Portfolio Manager at Meteora Capital, LLC, an investment

adviser specializing in event-driven investments in equities and credit. From March 2021 to December 2021, he served as Associate Portfolio

Manager at Glazer Capital, an event-driven investment management firm. From 2017 to 2021, Mr. Tonnos worked as a Principal at Mistral

Equity Partners, a diversified investment firm focused on private equity and venture capital. Mr. Tonnos is also the Co-Founder of Ketch

Ventures, an early-stage consumer investment syndicate. Mr. Tonnos’s experience spans sourcing, evaluating, executing, structuring,

and monitoring public, private and venture capital investments. He has invested in and advised companies and shareholders on capital raising,

mergers, acquisitions, divestitures, leveraged buyouts and capital structure alternatives. Mr. Tonnos earned a Bachelor of Science and

Master of Business Administration from Niagara University. We believe Mr. Tonnos is well qualified to serve as our Chief Financial Officer

and a director due to his extensive advisory, corporate governance, corporate finance, and leadership experience.

Mr. Tonnos currently serves

as Managing Director, Direct Investments at the Di Rezze Family Office, as described above. Other than as disclosed herein, there are

no arrangements or understandings between Mr. Tonnos and any other person pursuant to which he was appointed as Chief Financial Officer

or director of the Company. There are no family relationships between Mr. Tonnos and any of the Company’s directors or executive

officers. Mr. Tonnos has no direct or indirect material interest in any existing or currently proposed transaction that would require

disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosures

On October 26, 2026, Di Rezze Family Office issued a press release

announcing the appointments described above. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current

Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are furnished and shall not be treated as filed for purposes

of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Other Exhibits

(d) Exhibits.

99.1

Press Release, dated October 26, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

SOREN ACQUISITION CORP.

By:

/s/ Arghavan Di Rezze

Name:

Arghavan Di Rezze

Title:

Chief Executive Officer

Dated: October 26, 2026

EX-99.1 — PRESS RELEASE, DATED OCTOBER 26, 2026

EX-99.1

Filename: ea030946701ex99-1.htm · Sequence: 2

Exhibit 99.1

Di Rezze Family Office Names Joseph Tonnos Managing

Director; Tonnos Becomes CFO of Two Nasdaq-Listed SPACs

Retired Army Lt. Gen. Roger L. Cloutier Jr.,

former commander of NATO Allied Land Command, joins both SPAC boards

SPAC sponsorship is one of several strategies

for the single-family office, which invests only its own capital

MIAMI, Oct. 26, 2026 (GLOBE NEWSWIRE) -- Di Rezze Family Office, the single-family

office of Arghavan and Justin Di Rezze, today announced that Joseph Tonnos has joined the office as Managing Director and will lead the

office’s efforts across its direct investment portfolio. He joins a senior team of investment, capital markets and operating professionals.

Effective October 20, 2026, Mr. Tonnos also became Chief Financial

Officer of Soren Acquisition Corp. (Nasdaq: SORN) and Praetorian Acquisition Corp. (Nasdaq: PTOR), two special purpose acquisition companies

sponsored by principals of the office and will join the board of each company. Each company also appointed new independent directors.

“Joe brings significant financial markets and investment management

experience to our team. He has worked across all aspects of the SPAC market since 2017, most notably as a six-time sponsor and as an investor,

and he now leads finance and execution for Soren and Praetorian,” said Arghavan Di Rezze, Principal of Di Rezze Family Office. “Our

new independent directors bring capital markets, public-company finance and operating experience, and they answer to shareholders, which

makes the right team to have in place for a company when it is ready to go public.”

Mr. Tonnos brings more than 15 years of experience in investment management,

corporate finance, capital markets and transaction structuring. Most recently, he was a Managing Director at Roth Capital Partners, LLC,

and before that a Principal and Associate Portfolio Manager at Meteora Capital, LLC.

Soren appointed Lieutenant General (Ret.) Roger L. Cloutier Jr. and

Austin Criden as independent directors. Praetorian appointed Mr. Cloutier, Jimmy Vaiopoulos and Charles P. Garcia as independent directors.

Mr. Cloutier retired from the U.S. Army as a Lieutenant General after

34 years of service and commanded NATO Allied Land Command from 2020 to 2022. Mr. Criden serves as a consultant to West2East Empire, a

brand management and media production company and has held other positions as an operator and investment banker. Mr. Vaiopoulos is Chief

Financial Officer and Co-Founder of Stack Capital Group Inc. and previously served as Chief Financial Officer and Interim Chief Executive

Officer of Hut 8 Mining Corp., the predecessor of Hut 8 Corp. Mr. Garcia is Managing Partner of R360 Management Inc. and a former director

of Winn-Dixie Stores, Inc., where he was the financial expert of its audit committee.

Di Rezze Family Office invests only its own capital across multiple

strategies, including pre-IPO minority investments in private growth companies, structured investments in public companies and the sponsorship

of special purpose acquisition companies. Soren and Praetorian, the two SPACs sponsored by its principals, together hold more than $500

million in trust.

“As founders and operators ourselves, Arghavan and I look at

a SPAC through a founder’s eyes,” said Justin Di Rezze, co-founder of Di Rezze Family Office. “For the right company,

it is a powerful way to access the public capital markets, maintain control of the business and take it to the next level. We seek to

add value from our entire platform and approach a business combination with transparency as long-term investors. We are ready to partner

with founders, operators and stakeholders prepared to take the next step.”

Further details are available in each company’s Current Report

on Form 8-K.

About Di Rezze Family Office

Di Rezze Family Office is the single family office of Arghavan and

Justin Di Rezze. Based in Miami, it invests only its own capital across multiple strategies, including pre-IPO minority investments in

growth companies, structured investments and SPAC sponsorship, with a focus on companies that move humanity forward. Principals of the

office sponsor Soren Acquisition Corp. (Nasdaq: SORN) and Praetorian Acquisition Corp. (Nasdaq: PTOR). Arghavan Di Rezze co-founded Theoria

Medical, a national, technology-enabled primary care and value-based care company.

About Soren Acquisition Corp.

Soren is a blank check company formed for the purpose of effecting

a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or

more businesses. Soren may pursue an acquisition opportunity in any business or industry or at any stage of its corporate evolution but

is focused on completing a business combination with an attractive target business within the healthcare industry.

Soren’s management team is led by Arghavan Di Rezze, its Chief

Executive Officer, and Joseph Tonnos, its Chief Financial Officer, who are both members of Soren’s Board of Directors. In addition,

Soren’s Board of Directors includes Marc Mazur, Austin Criden, and Roger Cloutier.

Forward-Looking Statements for Soren Acquisition Corp.

This press release contains statements that may constitute “forward-looking

statements” within the meaning of applicable federal securities laws, including statements regarding the Soren’s future plans,

objectives, expectations and strategies, its management and board of directors, and its search for and potential completion of an initial

business combination. These statements are not guarantees of future performance and are subject to risks and uncertainties that could

cause actual results or events to differ materially from those expressed or implied, including the possibility that Soren may not identify

or complete an initial business combination.

Forward-looking statements are subject to numerous risks, uncertainties

and conditions, many of which are beyond the control of Soren, including those described under “Risk Factors” in Soren’s

most recent Annual Report on Form 10-K, as updated by its subsequent Quarterly Reports on Form 10-Q, and in Soren’s other filings

with the Securities and Exchange Commission (the “SEC”). Copies of these filings are available on the SEC’s website at www.sec.gov.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

Soren undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future

events or otherwise, except as required by law.

Soren Acquisition Corp. Contact

Soren Acquisition Corp.

Arghavan Di Rezze, Chief Executive Officer

apd@direzzefamilyoffice.com

About Praetorian Acquisition Corp.

Praetorian

is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with one or more businesses. Praetorian may pursue an acquisition opportunity in any business

or industry or at any stage of its corporate evolution but is focused on completing a business combination with an attractive target

business in a traditional sector that can be transformed through the application of automation and artificial intelligence.

Praetorian’s management team is led by Justin Di Rezze M.D., its Chief Executive Officer, and Joseph Tonnos, its Chief Financial

Officer, who are both members of the Praetorian Board of Directors. In addition, the Praetorian Board of Directors includes Roger Cloutier,

Jimmy Vaiopoulos, and Charles Garcia.

Forward-Looking Statements for Praetorian Acquisition Corp.

This press release contains statements that may constitute “forward-looking

statements” within the meaning of applicable federal securities laws, including statements regarding the Praetorian’s future

plans, objectives, expectations and strategies, its management and board of directors, and its search for and potential completion of

an initial business combination. These statements are not guarantees of future performance and are subject to risks and uncertainties

that could cause actual results or events to differ materially from those expressed or implied, including the possibility that Praetorian

may not identify or complete an initial business combination.

Forward-looking statements are subject to numerous risks, uncertainties

and conditions, many of which are beyond the control of Praetorian, including those described under “Risk Factors” in Praetorian’s

most recent Annual Report on Form 10-K, as updated by its subsequent Quarterly Reports on Form 10-Q, and in Praetorian’s other filings

with the SEC. Copies of these filings are available on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance

on these forward-looking statements, which speak only as of the date of this press release. Praetorian undertakes no obligation to publicly

update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required

by law.

Praetorian Acquisition Corp. Contact

Praetorian Acquisition Corp.

Justin Di Rezze M.D., Chief Executive Officer

jpd@direzzefamilyoffice.com

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

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