Adage Capital Management, L.P. and related parties report a significant ownership position in Snow Rothschild Acquisition Corp. The reporting group, consisting of Adage Capital Management, L.P., and individuals Robert Atchinson and Phillip Gross, collectively report beneficial ownership of 1,800,000 Class A Ordinary Shares of Snow Rothschild Acquisition Corp.
This stake represents 7.96% of the 22,600,000 Class A Ordinary Shares outstanding, based on figures referenced from the company’s prospectus and a subsequent current report after completion of the offering and partial exercise of the underwriters’ over-allotment option. The Reporting Persons disclose shared voting and dispositive power over all 1,800,000 shares and no sole voting or dispositive power. The securities are held through Adage Capital Partners, L.P., with Adage Capital Management, L.P. acting as investment manager and Messrs. Atchinson and Gross identified in their respective managing roles. The filing clarifies that the statement should not be construed as an admission of beneficial ownership by any Reporting Person beyond what is specifically reported.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:1,800,000 Class A Ordinary SharesOwnership percentage:7.96%Shares outstanding:22,600,000 Class A Ordinary Shares+3 more
6 metrics
Shares beneficially owned1,800,000 Class A Ordinary SharesBeneficial ownership reported by the Reporting Persons
Ownership percentage7.96%Percentage of Class A Ordinary Shares outstanding
Shares outstanding22,600,000 Class A Ordinary SharesOutstanding after offering and partial over-allotment exercise
Shared voting power1,800,000 sharesShares over which Reporting Persons have shared voting power
Sole voting power0 sharesShares over which Reporting Persons have sole voting power
CUSIP for unitsG8251A125CUSIP for units including Class A Ordinary Shares
"The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"6 | Shared Voting Power 1,800,000.00 7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power 1,800,000.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power 1,800,000.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
over-allotment optionfinancial
"after giving effect to the completion of the offering and the partial exercise of the underwriters' over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
exempted companyregulatory
"Class A Ordinary Shares of Snow Rothschild Acquisition Corp., a Cayman Islands exempted company"
FAQ
What percentage of Snow Rothschild Acquisition Corp. (ISNR) does Adage Capital report owning?
Adage Capital and related Reporting Persons report beneficial ownership of 7.96% of Snow Rothschild Acquisition Corp.’s Class A Ordinary Shares, based on 22,600,000 shares outstanding after the offering and partial underwriters’ over-allotment exercise.
How many Snow Rothschild Acquisition Corp. (ISNR) shares are reported as owned by Adage?
The Reporting Persons disclose beneficial ownership of 1,800,000 Class A Ordinary Shares of Snow Rothschild Acquisition Corp., with shared voting and dispositive power over all of these shares and no sole voting or dispositive power.
How is the 7.96% ownership in ISNR calculated in this Schedule 13G?
The reported 7.96% ownership is calculated using an aggregate of 22,600,000 Class A Ordinary Shares outstanding, as referenced from Snow Rothschild Acquisition Corp.’s prospectus and a subsequent current report filed after the offering completion.
Who are the Reporting Persons in the Snow Rothschild Acquisition Corp. (ISNR) Schedule 13G?
The Reporting Persons are Adage Capital Management, L.P., and individuals Robert Atchinson and Phillip Gross, each reporting shared voting and dispositive power over 1,800,000 Class A Ordinary Shares held through Adage Capital Partners, L.P.
Does Adage have sole voting power over its Snow Rothschild Acquisition Corp. (ISNR) shares?
The Reporting Persons report 0 shares with sole voting or dispositive power and 1,800,000 shares with shared voting and shared dispositive power in Snow Rothschild Acquisition Corp.’s Class A Ordinary Shares.
What CUSIP is associated with Snow Rothschild Acquisition Corp. (ISNR) in this filing?
The Class A Ordinary Shares themselves have no separate CUSIP, but the units that include these shares use CUSIP G8251A125, as stated in the ownership disclosure for Snow Rothschild Acquisition Corp.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Snow Rothschild Acquisition Corp.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G8251A125
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G8251A125
1
Names of Reporting Persons
Adage Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,800,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,800,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.96 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G8251A125
1
Names of Reporting Persons
Robert Atchinson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,800,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,800,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.96 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G8251A125
1
Names of Reporting Persons
Phillip Gross
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,800,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,800,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.96 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Snow Rothschild Acquisition Corp.
(b)
Address of issuer's principal executive offices:
40 West 57th St, Suite 1800, New York, NY 10019
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of Snow Rothschild Acquisition Corp., a Cayman Islands exempted company (the "Company") directly held by ACP;
(ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP, and (2) managing member of Adage Capital Partners, L.L.C., a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP; and
(iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP, and (2) managing member of ACPLLC, general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the units which include the Class A Ordinary Shares is G8251A125.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)
Citizenship:
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G8251A125
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 22,600,000 Class A Ordinary Shares outstanding, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on June 9, 2026 and in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2026, after giving effect to the completion of the offering and the partial exercise of the underwriters' over-allotment option, all as described therein.
(b)
Percent of class:
7.96%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Adage Capital Management, L.P.
Signature:
/s/ Robert Atchinson
Name/Title:
By: Adage Capital Partners, L.L.C., its General Partner, By: Robert Atchinson, its Managing Member
