Business Context and Reporting Period
Roman DBDR Acquisition Corp. II (the "Company") is a Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC). The Company was incorporated on July 25, 2024, and consummated its Initial Public Offering (IPO) on December 16, 2024. This Form 10-K covers the fiscal year ended December 31, 2025. The Company is focused on identifying targets in the cybersecurity, artificial intelligence (AI), and financial technology (FinTech) sectors. As of the filing date, the Company has entered into a definitive Business Combination Agreement with ThomasLloyd Climate Solutions B.V. (ThomasLloyd), expected to close in the third quarter of 2026.
Key Financial Metrics
| Metric | Year Ended Dec 31, 2025 | Period from Inception (July 25, 2024) to Dec 31, 2024 |
|---|---|---|
| Net Income | $7,737,428 | $223,461 |
| Operating Expenses | $2,252,636 | $206,935 |
| Interest Income (Trust Account) | $9,721,281 | $317,267 |
| Trust Account Balance | $241,188,555 | $201,317,274 |
| Cash (Outside Trust) | $183,022 | $1,271,928 |
| Redemption Price per Share | ~$10.49 | ~$10.06 |
| Net Cash Used in Operating Activities | ($1,288,906) | ($411,797) |
Capital Structure (as of March 4, 2026):
- Class A Ordinary Shares: 23,000,000 (subject to possible redemption).
- Class B Ordinary Shares (Founder Shares): 7,666,667.
- Warrants Outstanding: 19,635,000 (11,500,000 Public Warrants and 8,135,000 Private Placement Warrants).
Material Changes vs. Prior Period
- Over-Allotment Exercise: In January 2025, underwriters fully exercised the over-allotment option, purchasing an additional 3,000,000 Units. This increased the Trust Account balance by approximately $30.15 million and raised the total IPO proceeds to $230 million (gross).
- Interest Income Surge: Interest earned on the Trust Account increased significantly to $9.72 million in 2025 compared to $0.32 million in the partial 2024 period, driven by higher interest rates and the full year of capital deployment.
- Operating Costs: General and administrative expenses rose to $2.25 million in 2025 from $0.21 million in 2024, reflecting the costs of maintaining public company status and pursuing the Business Combination.
- Going Concern: The independent auditor has issued an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern due to a lack of capital resources to fund operations beyond one year without a Business Combination.
Guidance, Outlook, and Risks
Business Combination with ThomasLloyd
On February 27, 2026, the Company signed a Business Combination Agreement with ThomasLloyd. Key terms include:
- Valuation: Based on an equity value of $850 million.
- Structure: The Company will merge with a subsidiary of a new public entity (PubCo), which will then acquire ThomasLloyd.
- Earn-Outs: ThomasLloyd shareholders may receive up to 45 million additional PubCo shares if specific stock price thresholds ($12.50 to $25.00) are met within five years.
- Financing: The Company is seeking at least $100 million in PIPE financing. A Committed Equity Facility (CEF) of up to $200 million with B. Riley is also in place.
- Marketing Fee: B. Riley is entitled to a fee of 4.5% of gross proceeds, payable upon closing.
Risks and Contingencies
- Internal Control Weakness: Management identified a material weakness in internal controls over financial reporting related to insufficient segregation of duties.
- Liquidity: The Company has limited cash outside the Trust Account ($183,022 as of Dec 31, 2025) and relies on related-party loans (currently $200,000 outstanding) to fund operations.
- Redemption Risk: Significant redemptions by public shareholders could reduce the cash available for the transaction, potentially jeopardizing the closing conditions.
- Regulatory Compliance: The Company previously received a Nasdaq deficiency letter for late filing of a 10-Q but has since regained compliance.
Investor Verification Checklist
- Trust Account Balance: Verify the current pro-rata redemption value per share, which was approximately $10.49 as of December 31, 2025.
- ThomasLloyd Due Diligence: Review the financial statements and operational metrics of ThomasLloyd Climate Solutions B.V. once disclosed in the Form F-4 proxy statement.
- PIPE Financing Status: Confirm the status of the $100 million PIPE financing and the $200 million Committed Equity Facility with B. Riley.
- Redemption Levels: Monitor shareholder redemption requests prior to the shareholder vote, as high redemption rates could impact the transaction's viability.
- Internal Controls: Assess the remediation plan for the material weakness in internal controls identified by management.