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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): 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 57th 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.
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.
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). |
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 |
|
|
Exhibit 99.1
Snow Rothschild Acquisition Corp. Announces Pricing of $200 Million
Initial Public Offering
New York, New York, June 08, 2026 (GLOBE NEWSWIRE) -- Snow Rothschild
Acquisition Corp. (NASDAQ: ISNRU) (the “Company”) today announced the pricing of its initial public offering of 20,000,000
units at a price of $10.00 per unit. Each unit issued in the offering consists of one Class A ordinary share of the Company and one-half
of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50
per share, subject to certain adjustments. In connection with the offering, $10.00 per unit will be deposited into a trust account with
Continental Stock Transfer & Trust acting as trustee. The Company’s units are expected to be listed on the Nasdaq Stock
Market LLC (“Nasdaq”) under the symbol “ISNRU” and are expected to begin trading on June 9, 2026. Once the securities
comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols
“ISNR” and “ISNRW,” respectively. The closing of the offering is anticipated to take place on or about June 10,
2026, subject to customary closing conditions.
Santander is acting as the sole book-running manager for the offering.
The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering
price less the underwriting discount to cover over-allotments, if any.
A registration statement relating to the units and the underlying
securities was declared effective by the Securities and Exchange Commission on June 8, 2026. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
The offering is being made only by means of a prospectus, copies
of which may be obtained from Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: ECM Syndicate by telephone
at (833) 818-1602 or by email at equity-syndicate@santander.us, or by accessing the SEC’s website, www.sec.gov.
About Snow Rothschild Acquisition Corp.
Snow Rothschild Acquisition Corp. 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 involving the Company with one or more businesses or entities. The Company may pursue an initial business combination target
in any industry or geographical location. It intends to focus on opportunities in multiple industries but will focus on industries where
the Company’s management team has extensive experience, but particularly industrial assets, although the Company may pursue an acquisition
opportunity in any business, industry, sector or geographical location.
The Company’s management team is led by Ian Snow, a director
and its Chief Executive Officer, Nathaniel Rothschild, its Chairman and William Chai, its Chief Financial Officer.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the initial public offering. No assurance can be given that such offering will be completed
on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus
for the offering filed with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements for
revisions or changes after the date of this press release, except as required by law.
Contact Information:
Snow Rothschild Acquisition Corp.
William Chai
Chief Financial Officer
Phone : 332-465-0360
Email : IR@sracquisition.com
Exhibit 99.2
Snow Rothschild Acquisition Corp. Announces Closing of $200 Million
Initial Public Offering
New York, New York, June 10, 2026 (GLOBE NEWSWIRE) -- Snow Rothschild
Acquisition Corp. (NASDAQ: ISNRU) (the “Company”) today announced the closing of its initial public offering of 20,000,000
units at an offering price of $10.00 per unit. Each unit issued in the offering consists of one Class A ordinary share of the Company
and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price
of $11.50 per share, subject to certain adjustments. In connection with the offering, $10.00 per unit was deposited into a trust account
with Continental Stock Transfer & Trust acting as trustee. The Company’s units began trading on the Nasdaq Stock Market LLC
(“Nasdaq”) on June 9, 2026, under the ticker symbol “ISNRU.” Once the securities comprising the units begin separate
trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “ISNR” and “ISNRW,”
respectively.
Santander acted as the sole book-running manager for the offering.
The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering
price less the underwriting discount to cover over-allotments, if any.
A registration statement relating to the units and the underlying
securities was declared effective by the Securities and Exchange Commission on June 8, 2026. The Offering was made only by means of a
prospectus. Copies of the prospectus relating to this offering may be obtained from Santander US Capital Markets LLC, 437 Madison Avenue,
New York, NY 10022, Attention: ECM Syndicate by telephone at (833) 818-1602 or by email at equity-syndicate@santander.us, or by accessing
the SEC’s website, www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Snow Rothschild Acquisition Corp.
Snow Rothschild Acquisition Corp. 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 involving the Company with one or more businesses or entities. The Company may pursue an initial business combination target
in any industry or geographical location. It intends to focus on opportunities in multiple industries but will focus on industries where
the Company’s management team has extensive experience, but particularly industrial assets, although the Company may pursue an acquisition
opportunity in any business, industry, sector or geographical location.
The Company’s management team is led by Ian Snow, a director
and its Chief Executive Officer, Nathaniel Rothschild, its Chairman and William Chai, its Chief Financial Officer.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the initial public offering and the anticipated use of the net proceeds of the initial public
offering and the simultaneous private placement. No assurance can be given that the net proceeds of the offering will be used as indicated.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s registration statement and prospectus for the offering filed with the Securities
and Exchange Commission. The Company undertakes no obligation to update these statements for revisions or changes after the date of this
press release, except as required by law.
Contact Information:
Snow Rothschild Acquisition Corp.
William Chai
Chief Financial Officer
Phone : 332-465-0360
Email : IR@sracquisition.com
