Roman DBDR Acquisition Corp
Price History
Company Overview
Business Model: Roman DBDR Acquisition Corp. II is a blank check company, incorporated as a Cayman Islands exempted company, formed for the sole purpose of effecting a Business Combination. The company does not generate operating revenues and instead earns non-operating income from interest on investments held in its Trust Account. Its initial search for a Business Combination target is focused on companies within the cybersecurity, artificial intelligence (AI), or financial technology (FinTech) industries.
Market Position: The company leverages its Management Team's extensive experience in sourcing, acquiring, growing, and monetizing companies, particularly within its target industries. This experience, coupled with a broad network of industry relationships and a pipeline of proprietary deal flow, is intended to provide a competitive advantage in identifying and executing a Business Combination. The Management Team's expertise spans company operations, business and corporate development, mergers and acquisitions, and the application of technologies in enterprise accounts.
Recent Strategic Developments: The primary strategic development is the proposed Business Combination with ThomasLloyd.
- ThomasLloyd Business Combination Agreement: On February 27, 2026, Roman DBDR Acquisition Corp. II entered into a Business Combination Agreement with ThomasLloyd and its shareholders. The transaction, unanimously approved by both boards, is expected to close in the third quarter of 2026.
- Merger and Share Exchange: Roman DBDR Acquisition Corp. II will merge into Merger Sub, a wholly-owned subsidiary of PubCo (TL Topco PLC). Existing Class A Ordinary Shares and Class B Ordinary Shares will convert into PubCo Class A Ordinary Shares, and Roman Warrants will become PubCo Warrants. PubCo will then acquire all outstanding ordinary shares of ThomasLloyd from its sellers in exchange for newly issued PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares.
- Equity Value and Earn-Out: The share exchange is based on an equity value of $850,000,000 for ThomasLloyd. Additionally, sellers are eligible for an earn-out consideration of up to 45,000,000 PubCo Class A Ordinary Shares, issued in tranches of 7,500,000 shares for each of six specified PubCo Class A Ordinary Share price thresholds ($12.50, $15.50, $17.50, $20.00, $22.50, and $25.00 per share) achieved within five years post-closing.
- Financing Initiatives: Roman DBDR Acquisition Corp. II and PubCo are committed to seeking financing agreements for at least $100 million in proceeds through subscription agreements (PIPE Financing).
- Committed Equity Facility (CEF): A binding term sheet for a CEF with B. Riley has been established, allowing PubCo to sell up to $200.0 million of its common stock to B. Riley over a 36-month period post-closing, at 97.0% of the volume-weighted average price during a defined pricing period.
- Business Combination Marketing Agreement: An amended agreement with B. Riley outlines a fee equal to 4.5% of the gross proceeds from the Initial Public Offering, structured to be paid based on gross proceeds available to PubCo at closing. If not paid in full at closing, PubCo will maximize use of the CEF, paying B. Riley 30% of net proceeds until the fee is settled, with any remaining balance due in cash by the twelve-month anniversary of closing.
Geographic Footprint: Roman DBDR Acquisition Corp. II is incorporated in the Cayman Islands. Its acquisition search is primarily concentrated on U.S. companies, with consideration also given to international companies that have established proven business models and can scale rapidly with capital.
Financial Performance
Revenue Analysis
| Metric | Current Year (2025) | Prior Year (2024) | Change |
|---|---|---|---|
| Non-Operating Income (Interest Earned on Trust Account) | $9,721,281 | $317,267 | +2,963.9% |
| General and Administrative Expenses | $2,252,636 | $206,935 | +988.1% |
| Net Income | $7,737,428 | $223,461 | +3,362.6% |
Profitability Metrics:
- Net Margin: 343.3% (calculated as Net Income / General and Administrative Expenses, given no operating revenue)
- Interest Income as % of Trust Account: 4.0% (2025)
Investment in Growth:
- Investments held in Trust Account: $241,188,555 (as of December 31, 2025)
- Capital Expenditures: Not applicable for a blank check company.
- Strategic Investments: The company's primary investment is the capital held in the Trust Account, intended for the Business Combination. Proceeds from the Initial Public Offering and Private Placement totaling $231,150,000 were placed in the Trust Account. The company is also seeking an additional $100 million in PIPE financing for the ThomasLloyd Business Combination.
Business Segment Analysis
Roman DBDR Acquisition Corp. II operates as a single segment, focused on identifying and executing a Business Combination. As a blank check company, it does not have distinct operating segments, products, or services in the traditional sense. Its financial performance is driven by interest income from the Trust Account and general and administrative expenses related to its search for a target business and public company compliance.
Capital Allocation Strategy
Shareholder Returns:
- Share Repurchases: Not applicable.
- Dividend Payments: Roman DBDR Acquisition Corp. II has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial Business Combination.
- Dividend Yield: Not applicable.
- Future Capital Return Commitments: The company's primary commitment to shareholders is the redemption right for Public Shares upon completion of a Business Combination or liquidation if no Business Combination is completed within the Combination Period.
Balance Sheet Position:
- Cash and Equivalents: $183,022 (as of December 31, 2025)
- Total Debt: $200,000 (Promissory note - related party, as of December 31, 2025)
- Net Cash Position: $(17,022) (excluding Trust Account)
- Credit Rating: Not disclosed.
- Debt Maturity Profile: The $200,000 promissory note from the Sponsor is non-interest bearing and repayable on the earlier of the Business Combination consummation or the company's liquidation.
Cash Flow Generation:
- Operating Cash Flow: $(1,288,906) (for the year ended December 31, 2025)
- Free Cash Flow: Not explicitly stated, but negative operating cash flow indicates cash usage for operational activities.
- Cash Conversion Metrics: Not applicable for a blank check company.
Operational Excellence
Production & Service Model: As a blank check company, Roman DBDR Acquisition Corp. II does not have a production or service model. Its operations are limited to organizational activities, public company compliance, and the search for and execution of a Business Combination.
Supply Chain Architecture: Not applicable.
Facility Network:
- Executive Offices: The company's executive offices are located at 9858 Clint Moore Road, Suite 205, Boca Raton, FL 33496. The cost for this space, including utilities and administrative support, is $10,000 per month, paid to the Sponsor under an Administrative Services Agreement.
- Research & Development: Not applicable.
- Distribution: Not applicable.
Operational Metrics: Operational metrics are not applicable for a blank check company.
Market Access & Customer Relationships
Go-to-Market Strategy: Not applicable for a blank check company. The company's strategy is focused on identifying and acquiring a target business rather than marketing products or services to customers.
Customer Portfolio: Not applicable.
Geographic Revenue Distribution: Not applicable.
Competitive Intelligence
Market Structure & Dynamics
Industry Characteristics: Roman DBDR Acquisition Corp. II operates within the Special Purpose Acquisition Company (SPAC) market, which is characterized by entities formed to acquire existing businesses. This market is highly competitive, with numerous SPACs, private equity groups, leveraged buyout funds, public companies, and operating businesses all seeking strategic acquisitions.
Competitive Positioning Matrix: Not applicable for a blank check company.
Direct Competitors
Primary Competitors: The company faces competition from other SPACs, private equity groups, leveraged buyout funds, public companies, and operating businesses seeking strategic acquisitions. Many of these competitors are well-established and possess extensive experience and resources for identifying and effecting Business Combinations.
Emerging Competitive Threats: Not applicable.
Competitive Response Strategy: Roman DBDR Acquisition Corp. II's ability to acquire larger target businesses is constrained by its available financial resources. The potential for Public Shareholders to exercise redemption rights may reduce available resources for a Business Combination, and the future dilution from outstanding Warrants may be viewed unfavorably by certain target businesses, potentially placing the company at a competitive disadvantage.
Risk Assessment Framework
Strategic & Market Risks
Market Dynamics: The company's ability to complete a Business Combination is susceptible to various external factors beyond its control, including downturns in financial markets or economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability (e.g., military conflicts in Ukraine and the Middle East).
Operational & Execution Risks
Supply Chain Vulnerabilities: Not applicable to the company's current operations. Capacity Constraints: Not applicable to the company's current operations. Internal Control Weakness: As of December 31, 2025, the company identified a material weakness in its internal control over financial reporting due to insufficient segregation of duties to safeguard company assets. Management has initiated changes in personnel and executives to enhance segregation of duties and established a rigorous monthly review process for cash expenditures to address this weakness.
Financial & Regulatory Risks
Market & Financial Risks:
- Credit & Liquidity: The company faces substantial doubt about its ability to continue as a going concern due to incurred and expected significant costs in pursuit of its acquisition plans and a lack of sufficient financial resources to sustain operations for a reasonable period. There is no assurance that additional capital can be raised. Regulatory & Compliance Risks:
- Industry Regulation: The company is subject to Nasdaq listing rules and SEC regulations. It previously received a deficiency letter from Nasdaq for not timely filing its Form 10-Q for the quarter ended June 30, 2025, but subsequently regained compliance. The company is also subject to the Investment Company Act of 1940, with management actively assessing factors to mitigate the risk of being deemed an investment company. Compliance with Sarbanes-Oxley Act requirements, particularly for internal controls, may increase time and costs for a Business Combination target.
Geopolitical & External Risks
Geopolitical Exposure: The company's ability to consummate a Business Combination could be impacted by geopolitical instability, such as military conflicts in Ukraine and the Middle East. Trade Relations: Not explicitly detailed as a direct risk to the SPAC's operations. Sanctions & Export Controls: Not explicitly detailed as a direct risk to the SPAC's operations.
Innovation & Technology Leadership
Research & Development Focus: Not applicable for a blank check company.
Intellectual Property Portfolio: Not applicable for a blank check company.
Technology Partnerships: Not applicable for a blank check company.
Leadership & Governance
Executive Leadership Team
| Position | Executive | Tenure | Prior Experience |
|---|
Company Overview
Business Model: Roman DBDR Acquisition Corp. II is a blank check company incorporated in the Cayman Islands, formed for the purpose of effecting a Business Combination. The company does not generate operating revenues but derives non-operating income from interest on investments held in its Trust Account. Its primary objective is to identify and acquire a target business, with an initial focus on companies within the cybersecurity, artificial intelligence (AI), or financial technology (FinTech) industries.
Market Position: The company positions itself as an attractive Business Combination partner by leveraging its Management Team's extensive experience in sourcing, acquiring, growing, and monetizing companies within its target industries. This includes a broad network of industry relationships and a proprietary deal flow pipeline. The Management Team's expertise spans company operations, business and corporate development, and mergers and acquisitions, which are critical for accelerating growth and driving value creation for target companies.
Recent Strategic Developments:
- ThomasLloyd Business Combination Agreement: On February 27, 2026, Roman DBDR Acquisition Corp. II entered into a definitive Business Combination Agreement with ThomasLloyd Climate Solutions B.V. and its shareholders. The transaction, which received unanimous approval from both boards, is projected to close in the third quarter of 2026, subject to shareholder and customary closing conditions.
- Transaction Structure: The agreement outlines a merger where Roman DBDR Acquisition Corp. II will merge into Merger Sub, a wholly-owned subsidiary of PubCo (TL Topco PLC). All outstanding Class A Ordinary Shares and Class B Ordinary Shares of Roman DBDR Acquisition Corp. II will convert into PubCo Class A Ordinary Shares, and Roman Warrants will become PubCo Warrants. Subsequently, PubCo will acquire all outstanding ordinary shares of ThomasLloyd from its sellers in exchange for newly issued PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares.
- Equity Value and Earn-Out: The share exchange is based on an equity value of $850,000,000 for ThomasLloyd. Additionally, ThomasLloyd shareholders are eligible for an earn-out consideration of up to 45,000,000 PubCo Class A Ordinary Shares. This earn-out is structured across six distinct price thresholds for PubCo Class A Ordinary Shares ($12.50, $15.50, $17.50, $20.00, $22.50, and $25.00 per share), with 7,500,000 shares issued for each target achieved within five years post-closing.
- Financing Initiatives: Roman DBDR Acquisition Corp. II and PubCo are actively seeking to secure at least $100 million in proceeds through one or more subscription agreements (PIPE Financing) to support the Business Combination.
- Committed Equity Facility (CEF): A binding term sheet for a CEF with B. Riley Securities, Inc. has been established. This facility allows PubCo to sell up to an aggregate of $200.0 million of its common stock to B. Riley Securities, Inc. or its affiliate over a 36-month period post-closing, at a purchase price equal to 97.0% of the volume-weighted average price during a defined pricing period.
- Business Combination Marketing Agreement: An amended agreement with B. Riley Securities, Inc. details a fee equal to 4.5% of the gross proceeds from the Initial Public Offering. This fee will be calculated based on gross proceeds available to PubCo at closing. If not fully paid at closing, PubCo is obligated to maximize its use of the CEF, paying B. Riley Securities, Inc. 30% of net proceeds raised under the CEF until the fee is settled, with any remaining unpaid balance due in cash by the twelve-month anniversary of the closing.
Geographic Footprint: Roman DBDR Acquisition Corp. II is incorporated in the Cayman Islands. Its primary focus for acquisition targets is U.S. companies, although it will also consider international companies that have demonstrated a proven business model and possess the potential for rapid scaling with additional capital.
Financial Performance
Revenue Analysis
| Metric | Current Year (2025) | Prior Year (2024) | Change |
|---|---|---|---|
| Non-Operating Income (Interest Earned on Trust Account) | $9,721,281 | $317,267 | +2,963.9% |
| General and Administrative Expenses | $2,252,636 | $206,935 | +988.1% |
| Net Income | $7,737,428 | $223,461 | +3,362.6% |
Profitability Metrics:
- Net Margin: 343.3% (Calculated as Net Income / General and Administrative Expenses, given no operating revenue)
- Interest Income as % of Trust Account: 4.0% (2025)
Investment in Growth:
- Investments held in Trust Account: $241,188,555 (as of December 31, 2025)
- Capital Expenditures: Not applicable for a blank check company.
- Strategic Investments: The company's primary investment is the capital held in the Trust Account, designated for the Business Combination. Initial proceeds of $231,150,000 from the Initial Public Offering and Private Placement were placed in the Trust Account. The company is also actively seeking an additional $100 million in PIPE financing for the ThomasLloyd Business Combination.
Business Segment Analysis
Roman DBDR Acquisition Corp. II operates as a single, undiversified segment. As a blank check company, its sole business objective is to effect a Business Combination. Consequently, it does not have traditional operating segments, product lines, or service offerings. Its financial activities are limited to managing the Trust Account, incurring general and administrative expenses related to its search for an acquisition target, and complying with public company reporting requirements.
Capital Allocation Strategy
Shareholder Returns:
- Share Repurchases: Not applicable.
- Dividend Payments: Roman DBDR Acquisition Corp. II has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of its initial Business Combination.
- Dividend Yield: Not applicable.
- Future Capital Return Commitments: The company's primary commitment to shareholders is the redemption right for Public Shares upon the completion of a Business Combination or in the event of liquidation if no Business Combination is completed within the Combination Period.
Balance Sheet Position:
- Cash and Equivalents: $183,022 (as of December 31, 2025)
- Total Debt: $200,000 (Promissory note - related party, as of December 31, 2025)
- Net Cash Position: $(17,022) (excluding Trust Account)
- Credit Rating: Not disclosed.
- Debt Maturity Profile: The $200,000 promissory note from the Sponsor is non-interest bearing and repayable on the earlier of the Business Combination consummation or the company's liquidation. An additional promissory note for up to $300,000 was issued to the Sponsor on February 16, 2026, with $280,000 drawn as of the report date, under similar terms.
Cash Flow Generation:
- Operating Cash Flow: $(1,288,906) (for the year ended December 31, 2025)
- Free Cash Flow: Not explicitly stated, but the negative operating cash flow indicates cash usage for operational activities.
- Cash Conversion Metrics: Not applicable for a blank check company.
Operational Excellence
Production & Service Model: As a blank check company, Roman DBDR Acquisition Corp. II does not engage in production or service delivery. Its operational philosophy is centered on the efficient identification, evaluation, and execution of a Business Combination.
Supply Chain Architecture: Not applicable.
Facility Network:
- Executive Offices: The company's executive offices are located at 9858 Clint Moore Road, Suite 205, Boca Raton, FL 33496. The cost for this space, including utilities and secretarial and administrative support services, is $10,000 per month, paid to the Sponsor pursuant to an Administrative Services Agreement.
- Research & Development: Not applicable.
- Distribution: Not applicable.
Operational Metrics: Operational metrics such as capacity utilization or efficiency measures are not applicable to the company's current business model.
Market Access & Customer Relationships
Go-to-Market Strategy: Not applicable for a blank check company. The company's strategy is focused on identifying and acquiring a target business rather than marketing products or services to customers.
Customer Portfolio: Not applicable.
Geographic Revenue Distribution: Not applicable.
Competitive Intelligence
Market Structure & Dynamics
Industry Characteristics: Roman DBDR Acquisition Corp. II operates within the highly competitive Special Purpose Acquisition Company (SPAC) market. This market is characterized by numerous entities, including other SPACs, private equity groups, leveraged buyout funds, public companies, and operating businesses, all actively seeking strategic acquisitions. Many of these competitors are well-established and possess extensive experience and resources for identifying and effecting Business Combinations.
Competitive Positioning Matrix: Not applicable for a blank check company.
Direct Competitors
Primary Competitors: The company's primary competitors are other SPACs, private equity groups, leveraged buyout funds, public companies, and operating businesses seeking strategic acquisitions. These entities often have similar or greater financial, technical, and human resources.
Emerging Competitive Threats: Not applicable.
Competitive Response Strategy: Roman DBDR Acquisition Corp. II's ability to acquire larger target businesses is constrained by its available financial resources. The potential for Public Shareholders to exercise their redemption rights may reduce the cash available for a Business Combination. Additionally, the existence of issued and outstanding Warrants, and the future dilution they represent, may be viewed unfavorably by certain target businesses, potentially placing the company at a competitive disadvantage in negotiating and completing an initial Business Combination.
Risk Assessment Framework
Strategic & Market Risks
Market Dynamics: The company's ability to complete an initial Business Combination is subject to various external factors beyond its control. These include downturns in financial markets or economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as military conflicts in Ukraine and the Middle East.
Operational & Execution Risks
Supply Chain Vulnerabilities: Not applicable to the company's current operations. Capacity Constraints: Not applicable to the company's current operations. Internal Control Weakness: As of December 31, 2025, the company identified a material weakness in its internal control over financial reporting related to insufficient segregation of duties to safeguard company assets. Management has implemented changes in personnel and executives to ensure appropriate segregation of duties and established a rigorous monthly review process for cash expenditures to address this weakness.
Financial & Regulatory Risks
Market & Financial Risks:
- Credit & Liquidity: The company has incurred and expects to continue incurring significant costs in pursuit of its acquisition plans. It lacks the financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern. There is no assurance that additional capital can be successfully raised. Regulatory & Compliance Risks:
- Industry Regulation: The company is subject to Nasdaq listing rules and SEC regulations. It previously received a deficiency letter from The Nasdaq Stock Market LLC for not timely filing its quarterly report on Form 10-Q for the period ended June 30, 2025, but subsequently regained compliance on November 5, 2025. The company also faces the risk of being deemed an investment company under the Investment Company Act of 1940, which management actively assesses to mitigate. Compliance with Sarbanes-Oxley Act requirements, particularly for internal controls, may increase the time and costs necessary to complete any Business Combination.
Geopolitical & External Risks
Geopolitical Exposure: The company's ability to consummate an initial Business Combination could be impacted by geopolitical instability, including military conflicts in Ukraine and the Middle East.
Innovation & Technology Leadership
Research & Development Focus: Not applicable for a blank check company.
Intellectual Property Portfolio: Not applicable for a blank check company.
Technology Partnerships: Not applicable for a blank check company.
Leadership & Governance
Executive Leadership Team
| Position | Executive | Tenure | Prior Experience |
|---|
Company Overview
Business Model: Roman DBDR Acquisition Corp. II is a blank check company, incorporated as a Cayman Islands exempted company, formed for the purpose of effecting a Business Combination. The company does not generate operating revenues. Instead, its income is derived from interest earned on investments held in its Trust Account. The initial search for a Business Combination target is focused on companies within the cybersecurity, artificial intelligence (AI), or financial technology (FinTech) industries.
Market Position: The company aims to leverage its Management Team's extensive experience in sourcing, acquiring, growing, and monetizing companies, particularly within its target industries. This experience, combined with a broad network of industry relationships and a proprietary deal flow pipeline, is intended to provide a competitive advantage in identifying and executing a Business Combination. The Management Team's expertise spans company operations, business and corporate development, and mergers and acquisitions, which are critical for accelerating growth and driving value creation for target companies.
Recent Strategic Developments:
- ThomasLloyd Business Combination Agreement: On February 27, 2026, Roman DBDR Acquisition Corp. II entered into a definitive Business Combination Agreement with ThomasLloyd Climate Solutions B.V. and its shareholders. The transaction, unanimously approved by both boards, is projected to close in the third quarter of 2026, subject to requisite shareholder approvals and other customary closing conditions.
- Transaction Structure: The agreement outlines a merger where Roman DBDR Acquisition Corp. II will merge into Merger Sub, a wholly-owned subsidiary of PubCo (TL Topco PLC). All outstanding Class A Ordinary Shares and Class B Ordinary Shares of Roman DBDR Acquisition Corp. II will convert into PubCo Class A Ordinary Shares, and Roman Warrants will become PubCo Warrants. Subsequently, PubCo will acquire all outstanding ordinary shares of ThomasLloyd from its sellers in exchange for newly issued PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares.
- Equity Value and Earn-Out: The share exchange is based on an equity value of $850,000,000 for ThomasLloyd. Additionally, ThomasLloyd shareholders are eligible for an earn-out consideration of up to 45,000,000 PubCo Class A Ordinary Shares. This earn-out is structured across six distinct price thresholds for PubCo Class A Ordinary Shares ($12.50, $15.50, $17.50, $20.00, $22.50, and $25.00 per share), with 7,500,000 shares issued for each target achieved within five years post-closing.
- Financing Initiatives: Roman DBDR Acquisition Corp. II and PubCo are actively seeking to secure at least $100 million in proceeds through one or more subscription agreements (PIPE Financing) to support the Business Combination.
- Committed Equity Facility (CEF): A binding term sheet for a CEF with B. Riley Securities, Inc. has been established. This facility allows PubCo to sell up to an aggregate of $200.0 million of its common stock to B. Riley Securities, Inc. or its affiliate over a 36-month period post-closing, at a purchase price equal to 97.0% of the volume-weighted average price during a defined pricing period.
- Business Combination Marketing Agreement: An amended agreement with B. Riley Securities, Inc. details a fee equal to 4.5% of the gross proceeds from the Initial Public Offering. This fee will be calculated based on gross proceeds available to PubCo at closing. If not fully paid at closing, PubCo is obligated to maximize its use of the CEF, paying B. Riley Securities, Inc. 30% of net proceeds raised under the CEF until the fee is settled, with any remaining unpaid balance due in cash by the twelve-month anniversary of the closing.
Geographic Footprint: Roman DBDR Acquisition Corp. II is incorporated in the Cayman Islands. Its primary focus for acquisition targets is U.S. companies, although it will also consider international companies that have demonstrated a proven business model and possess the potential for rapid scaling with additional capital.
Financial Performance
Revenue Analysis
| Metric | Current Year (2025) | Prior Year (2024) | Change |
|---|---|---|---|
| Non-Operating Income (Interest Earned on Trust Account) | $9,721,281 | $317,267 | +2,963.9% |
| General and Administrative Expenses | $2,252,636 | $206,935 | +988.1% |
| Net Income | $7,737,428 | $223,461 | +3,362.6% |
Profitability Metrics:
- Net Margin: 343.3% (Calculated as Net Income / General and Administrative Expenses, given no operating revenue)
- Interest Income as % of Trust Account: 4.0% (2025)
Investment in Growth:
- Investments held in Trust Account: $241,188,555 (as of December 31, 2025)
- Capital Expenditures: Not applicable for a blank check company.
- Strategic Investments: The company's primary investment is the capital held in the Trust Account, designated for the Business Combination. Initial proceeds of $231,150,000 from the Initial Public Offering and Private Placement were placed in the Trust Account. The company is also actively seeking an additional $100 million in PIPE financing for the ThomasLloyd Business Combination.
Business Segment Analysis
Roman DBDR Acquisition Corp. II operates as a single, undiversified segment. As a blank check company, its sole business objective is to effect a Business Combination. Consequently, it does not have traditional operating segments, product lines, or service offerings. Its financial activities are limited to managing the Trust Account, incurring general and administrative expenses related to its search for an acquisition target, and complying with public company reporting requirements.
Capital Allocation Strategy
Shareholder Returns:
- Share Repurchases: Not applicable.
- Dividend Payments: Roman DBDR Acquisition Corp. II has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of its initial Business Combination.
- Dividend Yield: Not applicable.
- Future Capital Return Commitments: The company's primary commitment to shareholders is the redemption right for Public Shares upon the completion of a Business Combination or in the event of liquidation if no Business Combination is completed within the Combination Period.
Balance Sheet Position:
- Cash and Equivalents: $183,022 (as of December 31, 2025)
- Total Debt: $200,000 (Promissory note - related party, as of December 31, 2025)
- Net Cash Position: $(17,022) (excluding Trust Account)
- Credit Rating: Not disclosed.
- Debt Maturity Profile: The $200,000 promissory note from the Sponsor is non-interest bearing and repayable on the earlier of the Business Combination consummation or the company's liquidation. An additional promissory note for up to $300,000 was issued to the Sponsor on February 16, 2026, with $280,000 drawn as of the report date, under similar terms.
Cash Flow Generation:
- Operating Cash Flow: $(1,288,906) (for the year ended December 31, 2025)
- Free Cash Flow: Not explicitly stated, but the negative operating cash flow indicates cash usage for operational activities.
- Cash Conversion Metrics: Not applicable for a blank check company.
Operational Excellence
Production & Service Model: As a blank check company, Roman DBDR Acquisition Corp. II does not engage in production or service delivery. Its operational philosophy is centered on the efficient identification, evaluation, and execution of a Business Combination.
Supply Chain Architecture: Not applicable.
Facility Network:
- Executive Offices: The company's executive offices are located at 9858 Clint Moore Road, Suite 205, Boca Raton, FL 33496. The cost for this space, including utilities and secretarial and administrative support services, is $10,000 per month, paid to the Sponsor pursuant to an Administrative Services Agreement.
- Research & Development: Not applicable.
- Distribution: Not applicable.
Operational Metrics: Operational metrics such as capacity utilization or efficiency measures are not applicable to the company's current business model.
Market Access & Customer Relationships
Go-to-Market Strategy: Not applicable for a blank check company. The company's strategy is focused on identifying and acquiring a target business rather than marketing products or services to customers.
Customer Portfolio: Not applicable.
Geographic Revenue Distribution: Not applicable.
Competitive Intelligence
Market Structure & Dynamics
Industry Characteristics: Roman DBDR Acquisition Corp. II operates within the highly competitive Special Purpose Acquisition Company (SPAC) market. This market is characterized by numerous entities, including other SPACs, private equity groups, leveraged buyout funds, public companies, and operating businesses, all actively seeking strategic acquisitions. Many of these competitors are well-established and possess extensive experience and resources for identifying and effecting Business Combinations.
Competitive Positioning Matrix: Not applicable for a blank check company.
Direct Competitors
Primary Competitors: The company's primary competitors are other SPACs, private equity groups, leveraged buyout funds, public companies, and operating businesses seeking strategic acquisitions. These entities often have similar or greater financial, technical, and human resources.
Emerging Competitive Threats: Not applicable.
Competitive Response Strategy: Roman DBDR Acquisition Corp. II's ability to acquire larger target businesses is constrained by its available financial resources. The potential for Public Shareholders to exercise their redemption rights may reduce the cash available for a Business Combination. Additionally, the existence of issued and outstanding Warrants, and the future dilution they represent, may be viewed unfavorably by certain target businesses, potentially placing the company at a competitive disadvantage in negotiating and completing an initial Business Combination.
Risk Assessment Framework
Strategic & Market Risks
Market Dynamics: The company's ability to complete an initial Business Combination is subject to various external factors beyond its control. These include downturns in financial markets or economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as military conflicts in Ukraine and the Middle East.
Operational & Execution Risks
Supply Chain Vulnerabilities: Not applicable to the company's current operations. Capacity Constraints: Not applicable to the company's current operations. Internal Control Weakness: As of December 31, 2025, the company identified a material weakness in its internal control over financial reporting related to insufficient segregation of duties to safeguard company assets. Management has implemented changes in personnel and executives to ensure appropriate segregation of duties and established a rigorous monthly review process for cash expenditures to address this weakness.
Financial & Regulatory Risks
Market & Financial Risks:
- Credit & Liquidity: The company has incurred and expects to continue incurring significant costs in pursuit of its acquisition plans. It lacks the financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern. There is no assurance that additional capital can be successfully raised. Regulatory & Compliance Risks:
- Industry Regulation: The company is subject to Nasdaq listing rules and SEC regulations. It previously received a deficiency letter from The Nasdaq Stock Market LLC for not timely filing its quarterly report on Form 10-Q for the period ended June 30, 2025, but subsequently regained compliance on November 5, 2025. The company also faces the risk of being deemed an investment company under the Investment Company Act of 1940, which management actively assesses to mitigate. Compliance with Sarbanes-Oxley Act requirements, particularly for internal controls, may increase the time and costs necessary to complete any Business Combination.
Geopolitical & External Risks
Geopolitical Exposure: The company's ability to consummate an initial Business Combination could be impacted by geopolitical instability, including military conflicts in Ukraine and the Middle East.
Innovation & Technology Leadership
Research & Development Focus: Not applicable for a blank check company.
Intellectual Property Portfolio: Not applicable for a blank check company.
Technology Partnerships: Not applicable for a blank check company.
Leadership & Governance
Executive Leadership Team
| Position | Executive | Tenure | Prior Experience |
|---|---|---|---|
| Environmental & Social Impact | |||
| Roman DBDR Acquisition Corp. II, as a blank check company, does not have direct environmental or social impact initiatives or commitments. The company's operations are limited to identifying and completing a Business Combination. Environmental and social impact considerations would become relevant upon the successful completion of an acquisition, at which point the policies and practices of the acquired entity would be applicable. |
Business Cyclicality & Seasonality
Demand Patterns: Not applicable for a blank check company. Roman DBDR Acquisition Corp. II's activities are not subject to seasonal trends or economic sensitivity in the context of product/service demand. Its primary "demand" is for a suitable acquisition target, which is influenced by market conditions for private companies and SPAC activity.
Planning & Forecasting: Not applicable for a blank check company. The company's planning and forecasting are focused on the timeline and requirements for completing a Business Combination rather than demand forecasting or inventory management.
Regulatory Environment & Compliance
Regulatory Framework:
- Industry-Specific Regulations: Roman DBDR Acquisition Corp. II is a Cayman Islands exempted company and is not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States, benefiting from a 30-year tax exemption undertaking from the Cayman Islands government. The company is classified as an "emerging growth company" and a "smaller reporting company" under U.S. securities laws, allowing for reduced disclosure obligations. It is subject to Nasdaq listing rules and SEC regulations, including those related to timely financial reporting. The company previously received a deficiency letter from The Nasdaq Stock Market LLC for a late Form 10-Q filing but subsequently regained compliance on November 5, 2025.
- International Compliance: As a Cayman Islands entity, it adheres to Cayman Islands law, including the Companies Act.
- Investment Company Act: The company actively monitors its investments in the Trust Account to mitigate the risk of being deemed an investment company under the Investment Company Act of 1940, which could impose significant regulatory burdens.
Trade & Export Controls: Not explicitly detailed as a direct risk to the SPAC's operations.
Legal Proceedings: To the knowledge of its Management Team, there is no material litigation currently pending or contemplated against Roman DBDR Acquisition Corp. II, its officers, or directors in their capacities as such, or against any of its property.
Tax Strategy & Considerations
Tax Profile: Roman DBDR Acquisition Corp. II is an exempted Cayman Islands company and is not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. It has received a 30-year tax exemption undertaking from the Cayman Islands government, ensuring no taxes on profits, income, gains, or appreciations will apply to the company or its operations. Consequently, the company's tax provision was zero for the periods presented.
Geographic Tax Planning: The company's tax structure is primarily influenced by its incorporation in the Cayman Islands and its tax-exempt status there.
Tax Reform Impact: Not explicitly detailed as a direct impact on the company's current tax profile, given its tax-exempt status.
Insurance & Risk Transfer
Risk Management Framework: The company's risk management framework includes an agreement with its Sponsor, Roman DBDR Acquisition Sponsor II LLC, whereby the Sponsor is liable to Roman DBDR Acquisition Corp. II if third-party claims reduce the funds in the Trust Account below a specified per-share amount ($10.05 per Public Share or the actual amount if lower, less taxes payable). This liability does not apply to claims from parties who have waived their rights to Trust Account monies or claims under the company's indemnity of the underwriters.
Insurance Coverage: While the company has an indemnification agreement with its Sponsor, it has not requested the Sponsor to reserve for these obligations, nor has it independently verified the Sponsor's financial capacity to satisfy them. The Sponsor's only stated assets are securities of Roman DBDR Acquisition Corp. II, which introduces uncertainty regarding the enforceability and sufficiency of this indemnification.