Business Context and Reporting Period
Roman DBDR Acquisition Corp. II is a Cayman Islands exempted corporation formed as a blank check company (SPAC) on July 25, 2024. The company intends to effect a business combination with targets in the cybersecurity, artificial intelligence, or financial technology sectors. This Form 10-Q covers the period from inception (July 25, 2024) through September 30, 2024. As of the balance sheet date, the company had not commenced operations and had not selected a specific business combination target.
Key Financial Metrics
| Metric | Value (Inception to Sept 30, 2024) |
|---|---|
| Total Assets | $196,421 |
| Total Liabilities | $287,162 |
| Shareholder's Deficit | ($90,741) |
| Net Loss | ($90,741) |
| Cash and Cash Equivalents | $0 |
| Working Capital Deficit | ($280,576) |
| Promissory Note (Related Party) | $242,512 |
| Deferred Offering Costs | $189,835 |
The company reported no revenue. Operating costs consisted entirely of formation and pre-IPO expenses. The net loss per share for Class B ordinary shares was $(0.01).
Material Changes and Subsequent Events
The most significant development occurred after the reporting period. On December 16, 2024, the company consummated its Initial Public Offering (IPO), a material event not reflected in the September 30, 2024 balance sheet.
- IPO Proceeds: Sold 20,000,000 Units at $10.00 per unit, generating gross proceeds of $200,000,000.
- Private Placement: Sold 7,385,000 Private Placement Warrants to the Sponsor and underwriters for $7,385,000.
- Trust Account: Deposited $201,000,000 into a Trust Account.
- Debt Repayment: The $242,512 promissory note owed to the Sponsor was repaid in full at the closing of the IPO.
- Offering Costs: Total transaction costs were $4,728,515, including a $4,000,000 underwriting fee.
Outlook, Risks, and Contingencies
Going Concern: As of September 30, 2024, the company had $0 cash and a working capital deficit, raising substantial doubt about its ability to continue as a going concern without the successful completion of the IPO. The financial statements do not include adjustments that might result from this uncertainty.
Business Combination Timeline: The company has 24 months from the closing of the IPO (December 16, 2024) to complete a business combination. If unsuccessful, the company will liquidate and redeem public shares.
Risks: The filing highlights risks related to global geopolitical instability (Russia-Ukraine conflict, Middle East escalation) which could impact capital markets and the search for a target. Additionally, there is no assurance that the company will successfully identify or complete a business combination.
Warrant Terms: Public and private warrants are exercisable at $11.50 per share. Public warrants may be redeemed if the share price exceeds $18.00 for 20 trading days within a 30-day period.
Investor Verification Checklist
- IPO Closing Confirmation: Verify the final closing date and total proceeds deposited into the Trust Account ($201,000,000).
- Over-Allotment Status: Confirm whether the underwriters' 45-day option to purchase up to 3,000,000 additional units was exercised (as of the filing date, it had not).
- Trust Account Interest: Monitor interest income generated in the Trust Account, which may be used to pay taxes or dissolution expenses.
- Related Party Agreements: Review the $10,000/month administrative services agreement with the Sponsor and the terms of potential Working Capital Loans (up to $1.5 million convertible to warrants).
- Target Search Progress: Assess management's progress in identifying a target in the cybersecurity, AI, or FinTech sectors within the 24-month window.