Snow Rothschild Acquisition Corp-A美股招股说明书(2026-06-09版)

Snow Rothschild Acquisition Corp. 20,000,000 Units Snow Rothschild Acquisition Corp. is a blank check company incorporated as a Cayman Islands exemptedcompany and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,share purchase, reorganization or similar business combination with one or more businesses, which we refer tothroughout this prospectus as our initial business combination. We have not selected any business combinationtarget and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. We may pursue an initial business combination in any businessor industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneClassA ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereofto purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as described herein.Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and onlywhole warrants will trade. The warrants will become exercisable 30days after the completion of our initialbusiness combination and will expire fiveyears after the completion of our initial business combination orearlier upon redemption or our liquidation, as described herein. The underwriter has a 45-day option from thedate of this prospectus to purchase up to an additional 3,000,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain,vote for, or vote against, our initial business combination, all or a portion of their ClassA ordinary shares thatare sold as part of the units in this offering, which we refer to collectively as our public shares, upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account described below as of twobusinessdays prior to the consummationof our initial business combination, including interest earned on the funds held in the trust account, net ofamounts withdrawn to pay our taxes(“permitted withdrawals”), divided by the number of then issued andoutstandingpublic shares,subject to the limitations and on the conditions described herein.See“Summary—The Offering—Redemption rights for public shareholders upon completion of our initialbusiness combination” and “Summary—The Offering—Redemption of public shares and distribution andliquidation if no initial business combination”on page 29 and 34 for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant tothe tender offer rules, our amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section13 of the Securities ExchangeActof1934, asamended (the “ExchangeAct”)), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. However, we would not berestricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholdersthat hold more than 15% of the shares sold in this offering) for or against our initial business combination.See“Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more of theshares sold in this offering if we hold shareholder vote” on page 33for further discussion on certainlimitations on redemption rights. Oursponsor,Snow Rothschild Acquisition Sponsor LLC has committed to purchase an aggregate of2,250,000warrants (including if the underwriter’s over-allotment option is exercised in full), each exercisable topurchase one ClassA ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $2,250,000 in theaggregate (including if the underwriter’s over-allotment option is exercised in full), in a private placement thatwill close simultaneously with the closing of this offering. On March 2, 2026, our sponsor purchased an aggregate of 7,187,500 ClassB ordinary shares for an aggregateof $25,000. On May 15, 2026, our sponsor surrendered 1,437,500 founder shares for no consideration and theSponsor now holds 5,750,000 founder shares, up to 750,000 of which will be surrendered to us for noconsideration after Table of Contents the closing of this offering depending on the extent to which the underwriter’s over-allotment option isexercised, which will automatically convert into ClassA ordinary shares concurrently with or immediatelyfollowing the consummation of our initial busi