DRDB

Business Context and Reporting Period

Roman DBDR Acquisition Corp. II is a Cayman Islands exempted company organized 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. The reporting period covers the fiscal year ended December 31, 2024, representing the period from inception through the IPO closing. The company is focused on identifying a target business in the cybersecurity, artificial intelligence (AI), or financial technology (FinTech) sectors to complete an initial Business Combination by December 16, 2026.

Key Financial Metrics

Note: The company has no operating revenue. Net income is derived from interest earned on the Trust Account and changes in the fair value of the over-allotment liability, offset by formation and operating costs.

Material Changes and Recent Developments

• IPO and Over-Allotment: The company sold 20,000,000 Units at $10.00 per unit, generating $200,000,000 in gross proceeds. On January 23, 2025 (subsequent to the reporting period), underwriters fully exercised the over-allotment option, purchasing an additional 3,000,000 Units for $30,000,000.
• Private Placement: Simultaneously with the IPO, the company sold 7,385,000 Private Placement Warrants for $7,385,000. An additional 750,000 warrants were sold in connection with the over-allotment exercise.
• Trust Account Balance: Following the IPO, $201,000,000 was initially deposited into the Trust Account. As of December 31, 2024, the balance was $201,317,274, reflecting interest income. The subsequent over-allotment exercise added $30,150,000 to the Trust Account.
• Going Concern: The independent auditor has issued an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern, as it lacks the capital resources to fund operations for a reasonable period (one year) without completing a Business Combination or raising additional capital.

Guidance, Outlook, and Risks

Outlook and Strategy: Management intends to use the proceeds from the Trust Account to complete a Business Combination with a target having a fair market value of at least 80% of the Trust Account balance. The company has until December 16, 2026, to consummate a transaction. If no transaction is completed, the company will liquidate and distribute the Trust Account funds to public shareholders.

Key Risks and Contingencies:

• 2024 SPAC Rules: New SEC regulations adopted in 2024 may materially affect the company's ability to negotiate and complete a Business Combination, potentially increasing costs and time.
• Liquidity: The company relies on funds held outside the Trust Account (approx. $1.27 million) for working capital. If these funds are insufficient, the Sponsor or affiliates may provide Working Capital Loans, which may be convertible into warrants.
• Trust Account Claims: While the Sponsor has agreed to indemnify the Trust Account against certain third-party claims, there is no guarantee the Sponsor has sufficient assets to satisfy such obligations. In a bankruptcy scenario, Trust Account funds could be subject to creditor claims.
• Redemption Risk: Public shareholders have the right to redeem their shares upon the completion of a Business Combination. Significant redemptions could reduce the cash available for the transaction.

Investor Verification Checklist

• Over-Allotment Exercise: Verify the final Trust Account balance following the January 2025 full exercise of the over-allotment option ($30,150,000 additional deposit).
• Working Capital Sufficiency: Assess whether the $1.27 million held outside the Trust Account is sufficient to fund operations until the December 2026 deadline or if additional Sponsor loans are required.
• Target Identification: Monitor for announcements regarding a definitive agreement with a target company in the cybersecurity, AI, or FinTech sectors.
• Redemption Rights: Review the specific terms regarding the 15% redemption limitation for shareholders holding "Excess Shares" if a shareholder vote is required.
• Warrant Terms: Confirm the exercise price ($11.50) and redemption triggers ($18.00 per share) for both Public and Private Placement Warrants.