DRDB

Business Context and Reporting Period

Roman DBDR Acquisition Corp. II (DRDB) is a Cayman Islands exempted corporation and a Special Purpose Acquisition Company (SPAC) formed to effect a business combination, specifically targeting the cybersecurity, artificial intelligence, or financial technology sectors. The reporting period covers the three months ended March 31, 2026. The Company is currently in the pre-business combination phase, having consummated its Initial Public Offering (IPO) in December 2024 and the full exercise of the over-allotment option in January 2025.

Key Financial Metrics

Material Changes vs. Prior Period

• Net Loss vs. Net Income: The Company reported a net loss of $235,067 for Q1 2026, a reversal from the net income of $2,214,005 in Q1 2025. This shift is primarily due to a significant increase in general and administrative expenses ($1.89M vs. $0.34M) and a decrease in interest income earned on the Trust Account.
• Liquidity Decline: Cash held outside the Trust Account dropped from $948,498 in Q1 2025 to $53,490 in Q1 2026, reflecting the burn rate of operating expenses.
• Liabilities Increase: Total liabilities increased to $2.88M from $1.10M, driven by a rise in accounts payable and accrued expenses ($2.40M vs. $0.90M) and an increase in the promissory note to a related party ($480,000 vs. $200,000).
• Trust Account Growth: The Trust Account balance grew to $242.84M, reflecting accrued interest, though the per-share redemption value increased only slightly to $10.56 from $10.49.

Outlook, Risks, and Unusual Items

• Business Combination Agreement: On February 27, 2026, the Company entered into a definitive agreement to merge with ThomasLloyd Climate Solutions B.V. The transaction values ThomasLloyd at approximately $850 million and is expected to close in the second half of 2026, subject to shareholder approvals.
• Going Concern Warning: Management has raised substantial doubt about the Company's ability to continue as a going concern. With only $53,490 in working capital, the Company lacks the resources to sustain operations for one year without additional financing or the completion of the business combination.
• Internal Control Deficiency: The Company disclosed a material weakness in internal controls related to insufficient segregation of duties to safeguard assets. Disclosure controls and procedures were deemed ineffective as of March 31, 2026.
• Financing Arrangements: The Company has engaged B. Riley for a Committed Equity Facility (up to $200M) and Lucid Capital Markets/Berenberg as placement agents for a proposed private placement to fund the transaction. Fees for these services are contingent on the closing of the deal.
• Geopolitical Risks: The filing highlights risks associated with global conflicts (Ukraine, Middle East) that could disrupt capital markets and the ability to consummate the merger.

Investor Verification Checklist

• Working Capital Sufficiency: Verify the Company's ability to fund operations until the ThomasLloyd closing given the low cash balance ($53,490) and the "substantial doubt" going concern disclosure.
• Transaction Closing Conditions: Monitor the status of shareholder approvals for both Roman DBDR and ThomasLloyd, as the deal is contingent on these votes.
• Redemption Risk: Assess the potential for significant shareholder redemptions, which could reduce the cash available for the transaction and necessitate additional financing.
• Internal Control Remediation: Review the progress of the remediation plan for the material weakness in internal controls to ensure future financial reporting reliability.
• Fee Structure Impact: Evaluate the impact of the 4.5% marketing fee to B. Riley and the 6% placement fees to Lucid/Berenberg on the post-merger capitalization.