Snow Rothschild Acquisition (ISNRU) sponsor surrenders 100,000 founder shares

Rhea-AI Filing Summary

Snow Rothschild Acquisition Corp. reported that its sponsor, SNOW ROTHSCHILD ACQUISITION SPONSOR LLC, surrendered 100,000 Class B Ordinary Shares to the company for no consideration, following the underwriters' partial exercise of the over-allotment option related to the IPO.

After this disposition, the sponsor holds 5,650,000 Class B Ordinary Shares, which automatically convert into Class A Ordinary Shares on a one-for-one basis at or before the initial business combination. CEO Ian Snow, as managing member of the sponsor, may be deemed a beneficial owner but disclaims ownership beyond his pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SNOW ROTHSCHILD ACQUISITION SPONSOR LLC, Snow Ian Kendell

Role 10% Owner | CEO

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares F1, F2, F3	100,000	--	--

Holdings After Transaction: Class B Ordinary Shares — 5,650,000 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. No consideration is payable upon conversion.
2. F2. As contemplated in connection with the initial public offering of the Issuer, as a result of the underwriters' partial exercise of the over-allotment option, 100,000 Class B Ordinary Shares were surrendered by Snow Rothschild Acquisition Sponsor LLC (the "Sponsor") to the Issuer for no consideration.
3. F3. Ian Snow, the Chief Executive Officer and a director 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, each of the Sponsor and 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.

Key Figures

Class B shares surrendered: 100,000 shares Class B shares after transaction: 5,650,000 shares Conversion ratio: 1-for-1

3 metrics

Class B shares surrendered 100,000 shares Class B Ordinary Shares surrendered by Sponsor to issuer for no consideration

Class B shares after transaction 5,650,000 shares Class B Ordinary Shares held by Sponsor following surrender

Conversion ratio 1-for-1 Class B Ordinary Shares automatically convert into Class A Ordinary Shares on a one-for-one basis

Key Terms

over-allotment option, Founder Shares, beneficial ownership, pecuniary interest

4 terms

over-allotment option financial

"As a result of the underwriters' partial exercise of the over-allotment option, 100,000 Class B..."

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.

Founder Shares financial

"under the heading "Description of Securities--Founder Shares," the Class B Ordinary Shares..."

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

beneficial ownership financial

"each of the Sponsor and Mr. Snow may be deemed to have beneficial ownership of the securities..."

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.

pecuniary interest financial

"Mr. Snow disclaims any beneficial ownership except to the extent of his pecuniary interest..."

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/27/2026 - 08:59 PM Accepted by SEC EDGAR 07/27/2026 - 08:58 PM Learn about SEC filing dates

FAQ

What transaction did Snow Rothschild Acquisition Corp. report in the latest Form 4 for ISNRU?

The Form 4 shows the sponsor surrendered 100,000 Class B Ordinary Shares to Snow Rothschild Acquisition Corp. for no consideration. This disposition was contemplated in connection with the IPO and followed the underwriters' partial exercise of their over-allotment option.

How many Class B shares does the sponsor hold after the Form 4 transaction for ISNRU?

Following the surrender, the sponsor holds 5,650,000 Class B Ordinary Shares. These shares remain subject to automatic conversion into Class A Ordinary Shares on a one-for-one basis at or before Snow Rothschild Acquisition Corp.'s initial business combination.

How do Snow Rothschild Acquisition Corp. Class B Ordinary Shares convert into Class A shares?

Class B Ordinary Shares automatically convert into Class A Ordinary Shares on a one-for-one basis at the initial business combination, or earlier at the holder’s option. The shares have no expiration date, and no consideration is payable upon conversion.

What is Ian Snow's relationship to the ISNRU sponsor and the reported shares?

Ian Snow is the Chief Executive Officer, a director of Snow Rothschild Acquisition Corp., and managing member of the sponsor. He has voting and investment discretion over the sponsor’s securities but disclaims beneficial ownership except to the extent of his pecuniary interest.

Was any cash paid in connection with the sponsor's surrender of 100,000 Class B shares for ISNRU?

No. The sponsor surrendered 100,000 Class B Ordinary Shares to Snow Rothschild Acquisition Corp. for no consideration. Additionally, no consideration is payable when Class B Ordinary Shares convert into Class A Ordinary Shares under the described conversion terms.

Do Snow Rothschild Acquisition Corp. Class B Ordinary Shares have an expiration date?

The Class B Ordinary Shares have no expiration date. They remain outstanding until they automatically convert into Class A Ordinary Shares at the initial business combination, or earlier at the holder’s option, with no consideration payable upon conversion.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)

2. Issuer Name and Ticker or Trading Symbol
Snow Rothschild Acquisition Corp. [ ISNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	07/23/2026		J(2)			100,000(2)	(1)	(1)	Class A Ordinary Shares	100,000	(2)	5,650,000	D(3)

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

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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. No consideration is payable upon conversion.

2. As contemplated in connection with the initial public offering of the Issuer, as a result of the underwriters' partial exercise of the over-allotment option, 100,000 Class B Ordinary Shares were surrendered by Snow Rothschild Acquisition Sponsor LLC (the "Sponsor") to the Issuer for no consideration.

3. Ian Snow, the Chief Executive Officer and a director 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, each of the Sponsor and 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 LLC	07/27/2026
	/s/ Ian Snow	07/27/2026
	** Signature of Reporting Person	Date
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 4 (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 4: SEC 1474 (03-26)