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  4. [Form 3] Snow Rothschild Acquisition Corp. Initial Statement of Beneficial Ownership

Snow Rothschild Acquisition Corp. (ISNRU) sponsor reports 5.75M Class B founder shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Snow Rothschild Acquisition Corp. filed an initial insider ownership report showing that its sponsor entity holds a large founder stake. The filing reports 5,750,000 Class B ordinary shares, which are convertible into Class A ordinary shares on a one-for-one basis, either at the time of the company’s initial business combination or earlier at the holder’s option. Up to 750,000 of these founder shares are subject to forfeiture if the underwriters do not fully exercise their over-allotment option in the company’s initial public offering. The sponsor, Snow Rothschild Acquisition Sponsor LLC, holds these shares, and CEO Ian Snow, as managing member of the sponsor, may be deemed a beneficial owner but disclaims beneficial ownership beyond his pecuniary interest.

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Insider Snow Ian Kendell, SNOW ROTHSCHILD ACQUISITION SPONSOR LLC
Role CEO | 10% Owner
Type Security Shares Price Value
holding Class B Ordinary Shares -- -- --
Holdings After Transaction: Class B Ordinary Shares — 5,750,000 shares (Direct)
Footnotes (3)
  1. F1. As described in the registration statement on Form S-1 (File No. 333-296154) of Snow Rothschild Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
  2. F2. These shares represent the Class B ordinary shares held by Snow Rothschild Acquisition Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 750,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
  3. F3. Ian Snow, the Chief Executive Officer of the Issuer, is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held of record by the Sponsor. As such, Mr. Snow may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Snow disclaims any beneficial ownership except to the extent of his pecuniary interest therein.
Founder shares 5,750,000 Class B ordinary shares Held by Snow Rothschild Acquisition Sponsor LLC; convertible 1:1 into Class A
Shares subject to forfeiture 750,000 Class B ordinary shares Forfeitable if IPO underwriters do not fully exercise over-allotment option
Conversion ratio 1-for-1 Class B ordinary shares into Class A ordinary shares at business combination or earlier
Class B Ordinary Shares financial
"These shares represent the Class B ordinary shares held by Snow Rothschild Acquisition Sponsor LLC"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Class A Ordinary Shares financial
"the Class B ordinary shares will automatically convert into Class A ordinary shares"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
initial business combination financial
"will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
over-allotment option financial
"subject to forfeiture in the event the underwriters ... do not exercise in full their 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.
beneficial ownership financial
"Mr. Snow may be deemed to have beneficial ownership of the securities held of record by the Sponsor"
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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider holdings does Snow Rothschild Acquisition Corp. (ISNRU) report on this Form 3?
The Form 3 reports 5,750,000 Class B ordinary shares held by Snow Rothschild Acquisition Sponsor LLC. These founder shares are convertible into Class A ordinary shares on a one-for-one basis and form the sponsor’s core equity position in the SPAC.

How can Snow Rothschild Acquisition Corp. Class B shares held by the sponsor convert into Class A shares?
The Class B ordinary shares automatically convert into Class A ordinary shares at the time of the initial business combination, or earlier at the holder’s option. The conversion is on a one-for-one basis, subject to certain adjustments described in the registration statement.

What portion of Snow Rothschild Acquisition Corp. founder shares may be forfeited?
Up to 750,000 Class B ordinary shares are subject to forfeiture. This forfeiture occurs if the underwriters of the company’s initial public offering do not exercise their over-allotment option in full, reducing the sponsor’s final founder share position.

Who is considered the beneficial owner of Snow Rothschild Acquisition Corp. sponsor shares?
The shares are held by Snow Rothschild Acquisition Sponsor LLC. CEO Ian Snow, as managing member, has voting and investment discretion and may be deemed a beneficial owner, but he disclaims beneficial ownership except to the extent of his pecuniary interest.

Do Snow Rothschild Acquisition Corp. Class B founder shares have an expiration date?
The filing states that the Class B ordinary shares have no expiration date. They remain outstanding until converted into Class A ordinary shares in connection with, or prior to, the company’s initial business combination, consistent with typical SPAC founder share structures.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Snow Ian Kendell
(Last)(First)(Middle)
40 WEST 57TH STREET, SUITE 1800
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
06/08/2026		3. Issuer Name and Ticker or Trading Symbol
Snow Rothschild Acquisition Corp. [ ISNR ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares(1) (1) (1)Class A Ordinary Shares5,750,000(2)(1)D(2)(3)
1. Name and Address of Reporting Person*
Snow Ian Kendell
(Last)(First)(Middle)
40 WEST 57TH STREET, SUITE 1800
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO
1. Name and Address of Reporting Person*
SNOW ROTHSCHILD ACQUISITION SPONSOR LLC
(Last)(First)(Middle)
40 WEST 57TH STREET, SUITE 1800
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. As described in the registration statement on Form S-1 (File No. 333-296154) of Snow Rothschild Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
2. These shares represent the Class B ordinary shares held by Snow Rothschild Acquisition Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 750,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
3. Ian Snow, the Chief Executive Officer of the Issuer, is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held of record by the Sponsor. As such, Mr. Snow may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Snow disclaims any beneficial ownership except to the extent of his pecuniary interest therein.
/s/ Ian Snow, Managing Member of Snow Rothschild Acquisition Sponsor LLC06/08/2026
/s/ Ian Snow06/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR