Snow Rothschild Acquisition Corp. 首季10-Q顯示淨虧損5萬美元 營運資金赤字7.3萬美元

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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
 
 FORM 10-Q 
 

(Mark
 One)

 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
 

 For the quarterly period ended March 31, 2026 
 

or

 

 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
 

For
 the transition period from                  to

 
 Commission File Number: 001-43333 
 
 Snow Rothschild Acquisition Corp. 
(Exact
name of registrant as specified in its charter)
 

 Cayman Islands   98-1924622 
(State
 or other jurisdiction of

 incorporation or organization)
 
(I.R.S.
 Employer 

Identification No.)

 

 40 West 57th Street, Suite 1800
 New York, New York
   10019 
(Address of principal executive offices)
 
(Zip Code)

 
 (332) 465-0360 
(Registrant’s
telephone number, including area code)
 
Not
Applicable
(Former
name, former address and former fiscal year, if changed since last report)
 
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☐   No ☒ 
 
 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐ 
 
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 

 
Large
 accelerated filer ☐ 
Accelerated
 filer ☐ 

   Non-accelerated filer ☒  Smaller reporting company ☒  
     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. ☐ 
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐ 
 
 As of July 17, 2026, there were 22,600,000 Class A Ordinary Shares, par value $0.0001 per share, and 5,750,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding. 
 
 

 

 
SNOW
ROTHSCHILD ACQUISITION CORP.
 
FORM
10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026
 
TABLE
OF CONTENTS
 

 
 
 
Page

PART
 I – FINANCIAL INFORMATION
 
 

 
 
 
 

Item
 1.
Financial Statements.
 
1 

 
 
 
 

 
Unaudited
 Balance Sheet as of March 31, 2026
 
1 

 
 
 
 

 
Unaudited
 Statement of Operations for the Period from February 25, 2026 (Inception) through March 31, 2026
 
2 

 
 
 
 

 
Unaudited
 Statement of Changes in Shareholder’s Deficit for the Period from February 25, 2026 (Inception) through March 31, 2026
 
3 

 
 
 
 

 
Unaudited Statement of Cash Flows for the Period from February 25, 2026 (Inception) through March 31, 2026
 
4 

 
 
 
 

 
Notes
 to Unaudited Financial Statements
 
5 

 
 
 
 

Item
 2.
Management’s
 Discussion and Analysis of Financial Condition and Results of Operations.
 
19 

 
 
 
 

Item
 3.
Quantitative
 and Qualitative Disclosures About Market Risk.
 
24 

 
 
 
 

Item
 4.
Controls
 and Procedures.
 
24 

 
 
 
 

PART
 II – OTHER INFORMATION
 
 

 
 
 
 

Item
 1.
Legal
 Proceedings.
 
25 

 
 
 
 

Item
 1A.
Risk
 Factors.
 
25 

 
 
 
 

Item
 2.
Unregistered
 Sales of Equity Securities and Use of Proceeds.
 
27 

 
 
 
 

Item
 3.
Defaults
 Upon Senior Securities.
 
28 

 
 
 
 

Item
 4.
Mine
 Safety Disclosures.
 
28 

 
 
 
 

Item
 5.
Other
 Information.
 
28 

 
 
 
 

Item
 6.
Exhibits.
 
29 

 
 
 
 

SIGNATURES
 
30 

 
i

 
Unless
otherwise stated in this Report (as defined below), or the context otherwise requires, references to:
 

●“Administrative
 Services Agreement” are to the Administrative Services Agreement, dated June 8, 2026,
 which we entered into with our Sponsor (as defined below);

 

●“Amended
 and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association,
 as currently
 in effect;

 

●“ASC”
 are to the FASB (as defined below) Accounting Standards Codification;

 

●“Board
 of Directors” or “Board” are to our board of directors;

 

●“Business
 Combination” are to a merger, amalgamation, share exchange, asset acquisition, share
 purchase, reorganization or similar business combination with one or more businesses;

 

●“Certifying
 Officers” are to our Chief Executive Officer and Chief Financial Officer, together;

 

●“Class
 A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;

 

●“Class
 B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;

 

●“Combination
 Period” are to (i) the 24-month period, from the closing of the Initial Public
 Offering (as defined below) to June 10, 2028 (or September 10, 2028, if we have executed
 a definitive agreement for an initial Business Combination by June 10, 2028), or such earlier
 date as determined by the Board, that we have to consummate an initial Business Combination,
 or (ii) such other period during which we must consummate an initial Business Combination
 pursuant to an amendment to the Amended and Restated Articles and consistent with applicable
 laws, regulations and stock exchange rules;

 

●“Company,”
“our,” “we” or “us” are to Snow Rothschild Acquisition Corp., a Cayman Islands exempted company;

 

●“Continental”
are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and warrant agent of our Warrants
(as defined below);

 

●“Deferred
 Fee” are to the additional aggregate fee of $6,000,000 (or up to $6,900,000 in the
 aggregate if the Over-Allotment Option is exercised in full) to be paid to the Underwriters
 (as defined below) upon the completion of the initial Business Combination subject to the
 terms of the Underwriting Agreement (as defined below); but such Deferred Fee shall be based
 on amounts remaining in the Trust Account following all properly submitted shareholder redemptions
 in connection with the consummation of the initial Business Combination;

 

●“Exchange
 Act” are to the Securities Exchange Act of 1934, as amended;

 

●“FASB”
 are to the Financial Accounting Standards Board;

 

●“Founder
 Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior
 to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon
 the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination
 as described in the IPO Registration Statement (as defined below) or (y) earlier at the option
 of the holders thereof, as described in the IPO Registration Statement; for the avoidance
 of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined
 below);

 

●“GAAP”
 are to the accounting principles generally accepted in the United States of America;

 

ii

 

●“Initial
 Public Offering” or “IPO” are to the initial public offering that we consummated
 on June 10, 2026;

 

●“Investment
 Company Act” are to the Investment Company Act of 1940, as amended;

 

●“IPO
 Promissory Note” are to that certain unsecured
 promissory note in the principal amount of up to $300,000 issued to our Sponsor on February
 19, 2026;

 

●“IPO
 Registration Statement” are to the Registration Statement on Form S-1 initially filed
 with the SEC (as defined below) on May 22, 2026, and declared effective on June 8, 2026 (File
 No. 333-296154);

 

●“Letter
 Agreement” are to the Letter Agreement, dated June 8, 2026, which we entered into with
 our Sponsor, directors and officers;

 

●“Management”
 or our “Management Team” are to our executive officers directors;

 

●“Nasdaq”
 are to The Nasdaq Stock Market LLC;

 

●“Nasdaq
 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined
 below) that a SPAC (as defined below) must complete one or more Business Combinations within
 36 months following the effectiveness of its initial public offering registration statement;

 

●“Nasdaq
 Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of
 this Report;

 

●“Option
 Units” are to the 2,600,000 units that were purchased by the Underwriters pursuant
 to the partial exercise of the Over-Allotment Option (as defined below);

 

●“Ordinary
 Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares;

 

●“Over-Allotment
 Option” are to the 45-day option that the Underwriters had to purchase up to an additional
 3,000,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement,
 which was partially exercised;

 

●“Permitted
 Withdrawals” are to amounts withdrawn from the Trust Account to pay our taxes; provided
 that such withdrawals can only be made from interest and not from the principal held in the
 Trust Account;

 

●“Private
 Placement” are to the private placement of Private Placement Warrants (as defined below)
 that occurred simultaneously with the closing of our Initial Public Offering, pursuant to
 the Private Placement Warrants Purchase Agreement (as defined below);

 

●“Private
 Placement Warrants” are to the warrants purchased by our Sponsor in the Private Placement;

 

●“Private
 Placement Warrants Purchase Agreement” are to the Private Placement Warrants Purchase
 Agreement, dated June 8, 2026 which we entered into with our Sponsor;

 

●“Public
 Shareholders” are to the holders of our Public Shares, including our Sponsor and Management
 Team to the extent our Sponsor and/or the members of our Management Team purchase Public
 Shares, provided that our Sponsor’s and each member of our Management Team’s
 status as a “Public Shareholder” will only exist with respect to such Public
 Shares;

 

●“Public
 Shares” are to the Class A Ordinary Shares included as part of the Units (as defined
 below) (whether they were purchased in our Initial Public Offering or thereafter in the open
 market);

 

●“Public
 Warrants” are to the redeemable warrants included as part of the Units (whether they
 were subscribed for in our Initial Public Offering or purchased in the open market);

 

iii

 

●“Registration
 Rights Agreement” are to the Registration Rights Agreement, dated June 8, 2026, which
 we entered into with the Sponsor and the other holders party thereto;

 

●“Report”
 are to this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026;

 

●“Santander”
 are to Santander US Capital Markets LLC, the representative of the Underwriters;

 

●“SEC”
 are to the U.S. Securities and Exchange Commission;

 

●“Securities
 Act” are to the Securities Act of 1933, as amended;

 

●“SPAC”
 are to a special purpose acquisition company;

 

●“Sponsor”
 are to Snow Rothschild Acquisition Sponsor LLC, a Delaware limited liability company;

 

●“Trust Account”
refers to the U.S.-based trust account into which an aggregate of $226,000,000 was deposited, consisting of $200,000,000 deposited from
the proceeds of the Initial Public Offering and Private Placement at the Initial Public Offering closing on June 10, 2026, and an additional
$26,000,000 deposited upon the subsequent partial exercise of the Over-Allotment Option on June 12, 2026;

 

●“Trust
 Agreement” are to the Investment Management Trust Agreement, dated June 8, 2026, which
 we entered into with Continental,
 as trustee of the Trust Account;

 

●“Underwriters”
 are to the several underwriters of the Initial Public Offering, collectively;

 

●“Underwriting
 Agreement” are to the Underwriting Agreement, dated June 8, 2026,
 which we entered into with Santander, as representative
 of the Underwriters;

 

●“Units”
 are to the units sold in our Initial Public Offering, with each Unit consisting of one Public
 Share and one-half of one Public Warrant;

 

●“Warrants”
 are to the Private Placement Warrants and the Public Warrants, together; and

 

●“Working
 Capital Loans” are to funds that, in order to
 provide working capital or finance transaction costs in connection with a Business Combination,
 the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may,
 but are not obligated to, loan us.

 
iv

 
PART
I - FINANCIAL INFORMATION
 
Item
1. Financial Statements.
 
SNOW
ROTHSCHILD ACQUISITION CORP.

UNAUDITED
BALANCE SHEET
MARCH
31, 2026
 

Assets
 
 
 

Current
 assets
 
 
 

 Prepaid expenses   $ 5,200   
 Total current assets     5,200   
 Deferred offering costs     47,772   
 Total Assets   $ 52,972   
 
 
 
 
 

Liabilities
 and Shareholder’s Deficit
 
 
 
 

Current
 liabilities
 
 
 
 

 IPO Promissory Note - related party   $ 78,690   
 Total Liabilities     78,690   
 
 
 
 
 

 Commitments and Contingencies (Note 7)         
 
 
 
 
 

Shareholder’s
 Deficit
 
 
 
 

 Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding     —   
 Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding     —   
 Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding(1)(2)(3)     575   
 Additional paid-in capital     24,425   
 Accumulated deficit     (50,718 ) 
 Total Shareholder’s Deficit     (25,718 ) 
 Total Liabilities and Shareholder’s Deficit   $ 52,972   
 
 (1) Includes up to 750,000 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option was not exercised in full or in part by the Underwriters (Note 8). 
 (2) On May 15, 2026, the Sponsor surrendered 1,437,500 Founder Shares for no consideration and the Sponsor now holds 5,750,000 Founder Shares. All share and per share data have been retrospectively presented. 
 (3) On June 12, 2026, the Company closed the issuance and sale of 2,600,000 Option Units in connection with the Underwriters partially exercising the Over-Allotment Option. As a result, 650,000 Founder Shares are no longer subject to forfeiture and 100,000 Founder Shares are still subject to forfeiture. 
  
The
accompanying notes are an integral part of the unaudited financial statements.
 

1

 
SNOW
ROTHSCHILD ACQUISITION CORP.

UNAUDITED
STATEMENT OF OPERATIONS
FOR
THE PERIOD FROM FEBRUARY 25, 2026 (INCEPTION) THROUGH MARCH 31, 2026
 

 Formation, general, and administrative costs   $ 50,718   
 Loss from operations     (50,718 ) 
 
 
 
 
 

 Net loss   $ (50,718 ) 
 
 
 
 
 

 Weighted average shares outstanding, Class B Ordinary Shares(1)(2)(3)     5,000,000   
 Basic and diluted net loss per share, Class B Ordinary Shares   $ (0.01 ) 
 
 (1) Excludes up to 750,000 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option was not exercised in full or in part by the Underwriters (Note 8). 
(2) On May 15, 2026, the Sponsor surrendered 1,437,500 Founder Shares for no consideration and the Sponsor now holds 5,750,000 Founder Shares. All share and per share data have been retrospectively presented. 
(3) On June 12, 2026, the Company closed the issuance and sale of 2,600,000 Option Units in connection with the Underwriters partially exercising the Over-Allotment Option. As a result, 650,000 Founder Shares are no longer subject to forfeiture and 100,000 Founder Shares are still subject to forfeiture. 
  
The
accompanying notes are an integral part of the unaudited financial statements. 
 

2

 
SNOW ROTHSCHILD ACQUISITION CORP.

UNAUDITED
STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT
FOR
THE PERIOD FROM FEBRUARY 25, 2026 (INCEPTION) THROUGH MARCH 31, 2026
 

 
 
Class A
 Ordinary Shares
 
 
Class B
 Ordinary Shares
 
 
Additional

Paid-in
 
 
Accumulated
 
 
Total

Shareholder’s
 

 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
 
Capital
 
 
Deficit
 
 
Deficit
 

 Balance – February 25, 2026 (inception)     —     $ —       —     $ —     $ —     $ —     $ —   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 Issuance of Class B Ordinary Shares(1)(2)(3)     —       —       5,750,000       575       24,425       —       25,000   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 Net loss     —       —       —       —       —       (50,718 )     (50,718 ) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 Balance – March 31, 2026     —     $ —       5,750,000     $ 575     $ 24,425     $ (50,718 )   $ (25,718 ) 
 
 (1) Includes up to 750,000 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option is not exercised in full or in part by the Underwriters (Note 8). 
(2) On May 15, 2026, the Sponsor surrendered 1,437,500 Founder Shares for no consideration and the Sponsor now holds 5,750,000 Founder Shares. All share and per share data have been retrospectively presented. 
(3) On June 12, 2026, the Company closed the issuance and sale of 2,600,000 Option Units in connection with the Underwriters partially exercising the Over-Allotment Option. As a result, 650,000 Founder Shares are no longer subject to forfeiture and 100,000 Founder Shares are still subject to forfeiture. 
  
The
accompanying notes are an integral part of the unaudited financial statements.
 

3

 
SNOW
ROTHSCHILD ACQUISITION CORP.

UNAUDITED
STATEMENT OF CASH FLOWS
FOR
THE PERIOD FROM FEBRUARY 25, 2026 (INCEPTION) THROUGH MARCH 31, 2026
 

Cash Flows from Operating Activities:
 
 
 

 Net loss   $ (50,718 ) 
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 

 Formation, general, and administrative costs paid through IPO Promissory Note – related party     12,420   
Changes in operating assets and liabilities:
 
 
 
 

 Prepaid expenses     38,298   
 Net cash used in operating activities     —   
 
 
 
 
 

 Net Change in Cash     —   
 Cash – Beginning of period     —   
 Cash – End of period   $ —   
 
 
 
 
 

Noncash investing and financing activities:
 
 
 
 

 Deferred offering costs applied to prepaid expenses contributed by Sponsor   $ 10,272   
 Deferred offering costs paid through IPO Promissory Note – related party   $ 37,500   
 Prepaid expenses paid by Sponsor in exchange for issuance of Class B Ordinary Shares   $ 25,000   
 Prepaid expenses paid through IPO Promissory Note – related party   $ 28,770   
 
The
accompanying notes are an integral part of the unaudited financial statements.
 

4

 
SNOW
ROTHSCHILD ACQUISITION CORP.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
MARCH
31, 2026
 

 Note 1 — Organization and Business Operations
 
Snow Rothschild Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 25, 2026. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies. The Company may pursue an acquisition opportunity in any business, industry or sector. As of March 31, 2026, the Company had not entered into a definitive agreement with any specific Business Combination target.
 
 As of March 31, 2026, the Company had not yet commenced any operations. All activity for the period from February 25, 2026 (inception) through March 31, 2026 relates to the Company’s formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest and/or dividend income on the proceeds derived from the Initial Public Offering, which are held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. 
 
 The Registration Statement on Form S-1 for the Initial Public Offering, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 22, 2026 (File No. 333-296154), was declared effective on June 8, 2026 (the “IPO Registration Statement”). On June 10, 2026, the Company consummated the initial public offering of 20,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $200,000,000 (the “Initial Public Offering”). Each Unit consists of one Class A ordinary share, par value $0.0001 per share of the Company (collectively, the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Units, the “Public Shares”), and one-half of one redeemable warrant (the “Public Warrants”). Each whole Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. 
 
 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,250,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Snow Rothschild Acquisition Sponsor LLC (the “Sponsor”), generating gross proceeds of $2,250,000 (the “Private Placement”). Each whole Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. 
 
 On June 12, 2026, the Company closed the issuance and sale of 2,600,000 additional Units (the “Option Units”) in connection with the several underwriters of the Initial Public Offering (collectively, the “Underwriters”) partially exercising the Over-Allotment Option (as defined in Note 7). The Option Units were sold at a price of $10.00 per Option Unit, generating gross proceeds of $26,000,000. The Underwriters have until July 23, 2026 to purchase the remaining 400,000 Option Units. A total of $26,000,000 of the proceeds from the sale of the Option Units was deposited in the Trust Account, bringing the aggregate proceeds from the Initial Public Offering and Private Placement deposited in the Trust Account to $226,000,000. 
 
 Transaction costs, inclusive of the partial exercise of the Over-Allotment Option, amounted to $7,581,239, consisting of $250,000 of cash underwriting fee, $6,780,000 of the Deferred Fee (as defined in Note 7), and $551,239 of other offering costs. 
 
 The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (excluding the Deferred Fee and net of amounts withdrawn from the Trust Account to pay the Company’s taxes; provided that such withdrawals can only be made from interest and not from the principal held in the Trust Account, such withdrawals, the “Permitted Withdrawals”)) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. 
 

5

 
SNOW ROTHSCHILD ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2026
 
 Following the closing of the Initial Public Offering and Private Placement on June 10, 2026 and the partial exercise of the Over-Allotment Option on June 12, 2026, an amount of $226,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, and only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, that invest only in direct U.S. government treasury obligations. The holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the Company’s management team’s (“Management”) ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest or non-interest bearing account at a bank. Interest earned on the funds held in the Trust Account may only be released to the Company for Permitted Withdrawals and any such Permitted Withdrawals can only be made from interest and not from the principal held in the Trust Account. The proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by June 10, 2028, (or September 10, 2028, if the Company has executed a definitive agreement for an initial Business Combination by June 10, 2028; no redemption rights shall be offered to holders of the Public Shares (the “Public Shareholders” in connection with any such extension) or by such earlier liquidation date as the board of directors (the “Board”) may approve (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Public Shareholders. 
 
 The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with an extraordinary general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account net of Permitted Withdrawals), divided by the number of then issued and outstanding Public Shares, subject to the limitations. The per share amount in the Trust Account was $10.00 per Public Share following the Initial Public Offering. 
 
The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”).
 
 The Company has only the duration of the Combination Period to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Combination Period, the Company will as promptly as reasonably possible but not more than ten business days thereafter (subject to lawfully available funds), redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of Permitted Withdrawals and less up to $100,000 to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. 
 

6

 
SNOW ROTHSCHILD ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2026
 
 The Sponsor, and the Company’s officers and directors have entered into a letter agreement with the Company, dated June 8, 2026 (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 6) and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iii) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would not be voted in favor of approving the Business Combination transaction). 
 
 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, net of Permitted Withdrawals, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot provide any assurance that the Sponsor will be able to satisfy those obligations. 
 
Liquidity and Capital Resources
 
 The Company’s liquidity needs up to March 31, 2026, were satisfied through a loan under an unsecured promissory note from the Sponsor of up to $300,000 (the “IPO Promissory Note”). As of March 31, 2026, the Company had $0 in cash and a working capital deficit of $73,490. 
 
 In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of March 31, 2026, no such Working Capital Loans were outstanding. 
 

7

 
SNOW ROTHSCHILD ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2026
 
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Combination Period to complete the initial Business Combination. Management has determined that based on the completion of the Initial Public Offering on June 10, 2026, which occurred prior to the issuance date of the accompanying unaudited financial statements, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the accompanying unaudited financial statements.
 

 Note 2 — Significant Accounting Policies
 
Basis of Presentation
 
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the accompanying unaudited financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented.
 
The accompanying unaudited financial statements should be read in conjunction with the IPO Registration Statement, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on June 16, 2026. The interim results for the period from February 25, 2026 (inception) through March 31, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026 or for any future periods.
 
Emerging Growth Company Status
 
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
 
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying unaudited financial statements with another public company that is neither an (i) emerging growth company nor (ii) emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.  
 

8

 
SNOW ROTHSCHILD ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2026
 
Use of Estimates
 
The preparation of the accompanying unaudited financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
 
Making estimates requires Management to exercise significant judgment. It is at least reasonably possib