Snow Rothschild Acquisition Corp.

8-K · ea0294390-8k_snow.htm iXBRL

0002123475

 2026-06-08
 2026-06-08

 0002123475

 ISNRU:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember

 2026-06-08
 2026-06-08

 0002123475

 ISNRU:ClassOrdinarySharesParValue0.0001PerShareMember

 2026-06-08
 2026-06-08

 0002123475

 ISNRU:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember

 2026-06-08
 2026-06-08

 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):  June 8, 2026

  

 Snow Rothschild Acquisition
Corp.

 (Exact name of registrant
as specified in its charter)

  

 Cayman Islands
  
 001-43333
  
 98-1924622

 (State or other jurisdiction

of incorporation)
  
 (Commission File Number)
  
 (IRS Employer

 Identification No.)

  

 40
West 57 th Street , Suite
1800

 New York NY 10019

 (Address of principal
executive offices, including zip code)

  

 Registrant’s
telephone number, including area code: ( 332 ) 465-0360

  

 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-half of one redeemable warrant
  
 ISNRU
  
 The Nasdaq
 Stock Market LLC

 Class A ordinary shares, par value $0.0001 per share
  
 ISNR
  
 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
  
 ISNRW
  
 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 1.01. Entry into a Material
Definitive Agreement.

  

 On June 10, 2026, Snow Rothschild Acquisition Corp. (the “Company”)
consummated its initial public offering (“IPO”) of 20,000,000 units (the “Units”). The Company granted the underwriters (the “Underwriters”) a 45-day option from the date of the prospectus (the “Over-Allotment Option”)
to purchase up to an additional 3,000,000 Units at the initial public offering price to cover over-allotments (the “Option Units”),
if any. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. Each Unit consists
of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of
one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase
one Class A Ordinary Share for $11.50 per share.

  

 On June 12, 2026, pursuant to the partial exercise of the Over-Allotment Option, the Underwriters purchased an
additional 2,600,000 Option Units. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds
to the Company of $26,000,000.

  

 In
connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s
Registration Statement:

  

 ● An Underwriting Agreement,
dated June 8, 2026, by and between the Company and the Underwriters, a copy of which is attached as Exhibit 1.1 hereto
and incorporated herein by reference.

  

 ● A Warrant Agreement, dated
June 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached
as Exhibit 4.4 hereto and incorporated herein by reference.

   

 ● An Investment Management Trust
Agreement, dated June 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which
is attached as Exhibit 10.2 hereto and incorporated herein by reference.

  

 ● A Registration Rights Agreement,
dated June 8, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated
herein by reference.

  

 ● A Private Placement Warrants
Purchase Agreement, dated June 8, 2026 (the “Private Placement Warrants Purchase Agreement”), by and between the Company
and Snow Rothschild Acquisition Sponsor LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.4 hereto and incorporated
herein by reference.

  

 ● A Letter Agreement, dated June
8, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.1 hereto and
incorporated herein by reference.

  

 ● An Administrative Services
Agreement, dated June 8, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.8 hereto and incorporated
herein by reference.

  

 ● Indemnity Agreements, dated
June 8, 2026, by and among the Company and each Director and executive officers of the Company, a form of which is attached as Exhibit
10.5 hereto and incorporated herein by reference.

  

 Item 3.02. Unregistered Sales of
Equity Securities.

  

 Simultaneously
with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of
an aggregate of 2,250,000 warrants (the “Private Placement Warrants”) to the Sponsor, with each warrant exercisable to purchase
one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $2,250,000 in the aggregate. The Private Placement
Warrants (and underlying securities) are identical to the warrants included in the Units sold in the IPO, except as otherwise disclosed
in the Company’s registration statement for its IPO. No underwriting discounts or commissions were paid with respect to such sale.
The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933, as amended.

  

 1

  

 Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.

  

 On
June 8, 2026, in connection with the IPO, Marco Carrai, Paul Chellgren and George Muñoz (collectively with Ian Snow and Nathaniel
Rothschild, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective
June 8, 2026, each of Messrs. Carrai, Chellgren and Muñoz was appointed to the Board’s Audit Committee, with Mr. Muñoz
serving as chair of the Audit Committee. Messrs. Carrai, Chellgren and Muñoz was appointed to the Board’s Compensation Committee,
with Mr. Chellgren serving as chair of the Compensation Committee.

  

 On
June 8, 2026, the Company entered into indemnity agreements with each of the Directors and officers of the Company that require the Company
to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding
against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.5
to this Current Report on Form 8-K and incorporated herein by reference.

  

 Item 5.03.
Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.

  

 On
June 8, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended
and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on June
8, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and
are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit
3.2 hereto and incorporated herein by reference.

  

 Item 8.01. Other Events.

  

 A
total of $226,000,000 of the proceeds from the IPO (including the partial exercise by the Underwriters of the Over-Allotment Option)
and the sale of the Private Placement Warrants (which amount includes $6,780,000 in the aggregate of the Underwriters’ deferred
underwriting commissions) was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting
as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes
and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the
earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public
shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or 27 months from
the closing of the IPO if the Company has executed a definitive agreement for an initial business combination within 24 months from
the closing of the IPO (the “Completion Window”), or by such earlier liquidation date as the Company’s board of directors
may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection
with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance
or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination
within the Completion Window or with respect to any other material provisions relating to shareholders’ rights or pre-initial business
combination activity.

  

 On
June 8, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this
Current Report on Form 8-K.

  

 On
June 10, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this
Current Report on Form 8-K.

  

 2

  

 Item 9.01 Financial Statements and
Exhibits.

  

 (d) Exhibits

  

 The
following exhibits are being filed herewith:

  

 Exhibit No.
  
 Description

  
  
  

 1.1
  
 Underwriting Agreement, dated June 8, 2026, by and between the Company and the Underwriters.

  
  

 3.1
  
 Amended and Restated Memorandum and Articles of Association of the Company.

  
  

 4.1
  
 Warrant Agreement, dated June 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

  
  

 10.1
  
 Investment Management Trust Agreement, dated June 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

  
  

 10.2
  
 Registration Rights Agreement, dated June 8, 2026, by and among the Company and certain security holders.

  
  

 10.3
  
 Private Placement Warrants Purchase Agreement, dated June 8, 2026, by and between the Company and the Sponsor.

  
  

 10.4
  
 Letter Agreement, dated June 8, 2026, by and among the Company, its officers, directors, and the Sponsor.

  
  

 10.5
  
 Administrative Services Agreement, dated June 8, 2026, by and between the Company and the Sponsor.

  
  

 10.6
  
 Form of Indemnity Agreement

  
  

 99.1
  
 Press Release, dated June 8, 2026.

  
  

 99.2
  
 Press Release, dated June 10, 2026.

  
  

 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

 3

  

 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.

  

  
 SNOW ROTHSCHILD ACQUISITION CORP.

  
  
  

  
 By:
 /s/ Ian Snow
  

  
  
 Name: 
 Ian Snow

  
  
 Title:
 Chief Executive Officer

  
  
  
  

 Dated: June 12, 2026
  
  

  

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