Soren Acquisition Corp. (SORN): CFO Joseph Tonnos appointed

Events in this filing

Item 5.02 as filed

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.
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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.
In
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.
In
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.
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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.