Business Context and Reporting Period
Company: Roman DBDR Acquisition Corp. II (Roman)
Reporting Date: February 27, 2026
Event: Entry into a Material Definitive Agreement (Business Combination Agreement) with ThomasLloyd Climate Solutions B.V. (ThomasLloyd).
Structure: Roman will merge with a subsidiary of a new public company (PubCo), which will then acquire ThomasLloyd. The transaction is expected to close in the third quarter of 2026.
Key Financial Metrics and Deal Terms
- Implied Equity Value: $850,000,000 (based on the Share Exchange Aggregate Consideration).
- Earn-Out Consideration: Up to 45,000,000 PubCo Class A Ordinary Shares issuable to Sellers if specific stock price thresholds ($12.50 to $25.00) are met over a five-year period.
- PIPE Financing Target: Parties are obligated to use commercially reasonable efforts to secure at least $100 million in proceeds.
- Committed Equity Facility (CEF): A binding term sheet with B. Riley Securities for up to $200.0 million over 36 months, priced at 97.0% of the volume-weighted average price.
- Transaction Expenses: Roman Transaction Expenses are reimbursable by ThomasLloyd in specific termination scenarios, plus potential liquidated damages of $8,000,000.
- Financial Statements: This filing does not provide current revenue, profit, cash flow, or debt metrics for Roman or ThomasLloyd. ThomasLloyd's unaudited prospective financial information (Projections) is referenced but explicitly disclaimed as not being public guidance.
Material Changes and Transaction Mechanics
- Share Exchange: Roman shareholders will exchange shares for PubCo shares. Roman shareholders have the right to redeem shares for cash equal to their pro rata portion of the trust account.
- Capital Structure: PubCo will issue Class A (1 vote) and Class B (10 votes) ordinary shares. Class B shares are held by ThomasLloyd sellers and have voting restrictions on certain matters.
- Equity Incentives: PubCo will adopt an equity incentive plan (up to 10% of fully-diluted shares) and an employee stock purchase plan (2% of fully-diluted shares).
- Marketing Fee: B. Riley Securities is entitled to a fee calculated as 30% of the first $10 million of gross proceeds and 10% of incremental proceeds, payable at closing or via the CEF.
Guidance, Outlook, Risks, and Contingencies
- Outlook: Management expects closing in Q3 2026, subject to shareholder approvals, regulatory clearances, and the effectiveness of the Form F-4 registration statement.
- Projections Disclaimer: ThomasLloyd provided unaudited projections from December 2025 regarding revenues and earnings. The filing explicitly states these are not public guidance, are based on assumptions that may no longer be accurate, and should not be relied upon for investment decisions.
- Termination Risks: The agreement may be terminated if closing does not occur by August 31, 2026 (extendable to November 16, 2026, or December 16, 2027 via shareholder vote), or if regulatory approvals are denied.
- Key Risks: Risks include failure to consummate the transaction, inability to secure PIPE financing, regulatory delays, and ThomasLloyd's operational risks (e.g., project development, climate change, supply chain).
Investor Verification Checklist
- Verify the final equity value and share exchange ratio in the upcoming Form F-4 Registration Statement/Proxy Statement.
- Confirm the actual amount of PIPE financing secured and the final redemption rate of Roman shareholders.
- Review the definitive terms of the Committed Equity Facility (CEF) and the marketing fee calculation once the transaction closes.
- Assess the validity of ThomasLloyd's business model and project pipeline, noting that the provided projections are outdated and disclaimed.
- Monitor the status of regulatory approvals and the "Outside Closing Date" extensions.