DRDB

Business Context and Reporting Period

Roman DBDR Acquisition Corp. II (DRDB) is a Cayman Islands exempted corporation and a "blank check" company formed to effect a business combination. This Form 10-Q covers the quarterly period ended June 30, 2026. The Company has not commenced operations and generates income solely from interest on funds held in a Trust Account. On February 27, 2026, the Company entered into a definitive Business Combination Agreement with ThomasLloyd Climate Solutions B.V., with closing expected in the second half of 2026.

Key Financial Metrics

Material Changes vs. Prior Period

• Operating Expenses: General and administrative expenses increased significantly to $2,322,930 for the six months ended June 30, 2026, compared to $736,105 for the same period in 2025. This increase is attributed to costs associated with the ThomasLloyd Business Combination and ongoing public company compliance.
• Net Income: Net income for the six months ended June 30, 2026, was $1,968,767, a decrease from $4,241,875 in the prior year period. The decline is primarily due to higher operating expenses, partially offset by interest income.
• Trust Account Balance: The Trust Account balance grew to $245,480,252 from $241,188,555 at December 31, 2025, driven by interest earnings of $4,291,697.
• Related Party Debt: Total promissory notes from related parties increased to $580,000 (from $200,000 at year-end 2025) to fund working capital needs.

Outlook, Risks, and Contingencies

• Business Combination: The Company is pursuing a merger with ThomasLloyd Climate Solutions B.V. The transaction values ThomasLloyd at approximately $850 million. Closing is expected in the second half of 2026, subject to shareholder approval and other conditions.
• Liquidity and Going Concern: Management has identified substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2026, the Company held only $66,238 in cash outside the Trust Account, which is insufficient to sustain operations for the next 12 months without a business combination or additional financing.
• Internal Controls: The Company disclosed a material weakness in internal controls over financial reporting due to insufficient segregation of duties. Remediation efforts are underway.
• Financing Arrangements: The Company has entered into a Committed Equity Facility (CEF) term sheet with B. Riley for up to $200 million to support the transaction. Additionally, placement agent agreements with Lucid Capital Markets and Berenberg Capital Markets have been signed for potential private placements.
• Redemption Risk: Public shareholders have the right to redeem their shares for a pro-rata portion of the Trust Account upon the consummation of the business combination. The redemption value is currently $10.67 per share.

Investor Verification Checklist

• Verify the status of shareholder approvals required for the ThomasLloyd Business Combination.
• Confirm the sufficiency of working capital ($66,238) to fund operations until the merger closes or liquidation occurs.
• Review the definitive agreements for the Committed Equity Facility (CEF) and placement agent fees to understand potential dilution.
• Monitor the progress of remediation for the material weakness in internal controls regarding segregation of duties.
• Assess the risk of shareholder redemptions reducing the Trust Account balance below the threshold required to complete the transaction.