DRDBW

Risk Factors” below. ii The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us.
Unless otherwise stated in this Report, or the context otherwise requires, references to: ● “Administrative Services Agreement” are to the Administrative Services Agreement, dated December 12, 2024, which we entered into with our Sponsor; ● “Amended and Restated Charter” are to our Amended and Restated Memorandum and Articles of Association, as amended and restated, and currently in effect; ● “Amended and Restated Business Combination Marketing Agreement” are to the Amended and Restated Business Combination Marketing Agreement, dated February 27, 2026, which we entered into with ThomasLloyd (as defined below) and B.
Riley (as defined below), which amended and restated the Business Combination Marketing Agreement (as defined below); ● “Audit Committee” are to the audit committee of our Board of Directors (as defined below); ● “B.
Riley Securities, Inc., the sole book-running manager for the Initial Public Offering (as defined below); ● “Board of Directors” or “Board” are to our board of directors; ● “Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; ● “Business Combination Marketing Agreement” are to the Business Combination Marketing Agreement, dated December 12, 2024, which we entered into with B.
Riley; ● “CBIZ” are to CBIZ CPAs P.C., our independent registered public accounting firm; ● “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share, of the Company; ● “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share, of the Company; ● “Closing” are to the closing of the transactions contemplated by the ThomasLloyd Business Combination Agreement (as defined below); ● “Combination Period” are to the 24-month period, from the closing of the Initial Public Offering to December 16, 2026 (or such earlier date as determined by the Board), that we have to consummate an initial Business Combination; provided that the Combination Period may be extended pursuant to an amendment to the Amended and Restated Charter and consistent with applicable laws, regulations and stock exchange rules; ● “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands, as may be amended from time to time; ● “Company,” “our,” “we,” or “us” are to Roman DBDR Acquisition Corp.
II, a Cayman Islands exempted company; ● “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Public Warrants (as defined below); iii ● “DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System; ● “Exchange Act” are to the Securities Exchange Act of 1934, as amended; ● “Excise Tax” are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022; ● “FASB” are to t he Financial Accounting Standards Board; ● “FINRA” are to t he Financial Industry Regulatory Authority ; ● “Founder Shares” are to the Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and the Class A Ordinary Shares that will be issued (i) upon the automatic conversion of the Class B Ordinary Shares at the time of our Business Combination or (ii) at the option of the holders thereof, as described herein (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”); ● “GAAP” are to the accounting principles generally accepted in the United States of America; ● “IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board; ● “Initial Public Offering” or “IPO” are to the Initial Public Offering that we consummated on December 16, 2024; ● “Investment Company Act” are to the Investment Company Act of 1940, as amended; ● “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on July 25, 2024; ● “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on September 17, 2024, as amended, and declared effective on December 13, 2024 (File No. 333-282186); ● “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; ● “Letter Agreement” are to the Letter Agreement, dated December 12, 2024, which we entered into with our Sponsor and our directors and officers; ● “Management” or our “Management Team” are to our executive officers and directors; ● “Marcum” are to Marcum LLP, our prior independent registered public accounting firm; ● “Merger Sub” or “Surviving Company” are to ThomasLloyd Climate Solutions Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of PubCo (as defined below); ● “Nasdaq” are to The Nasdaq Global Market; ● “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; ● “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; ● “Option Units” are to the 3,000,000 units of our Company that were purchased by the underwriters of the Initial Public Offering pursuant to the full exercise of the Over-Allotment Option (as defined below); iv ● “Ordinary Resolution” are to a resolution of our Company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); ● “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares of the Company, together; ● “Over-Allotment Option” are to the 45-day option that underwriters of the Initial Public Offering had to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised on January 23, 2025; ● “PCAOB” are to the Public Company Accounting Oversight Board (United States); ● “Private Placement” are to the private placement of Private Placement Warrants (as defined below) to our Sponsor and B.
Riley, together; ● “Pubco” are to TL Topco PLC, a public limited company to be incorporated under the laws of England and Wales; ● “PubCo Party” are to Merger Sub and PubCo, who will become parties to the ThomasLloyd Business Combination Agreement following the formation of PubCo; ● “Public Shares” are to the Class A Ordinary Shares sold as part of the Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); ● “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that each Sponsor’s and member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; ● “Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market); ● “Redemption Price” are to the pro rata redemption price in any redemption we expect to pay, which was approximately $10.49 per Public Share as of December 31, 2025 (before taxes payable, if any); ● “Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 ; ● “Roman I” are to Roman DBDR Tech Acquisition Corp. ; ● “Roman II Registration Rights Agreement” are to the Registration Rights Agreement, dated December 12, 2024, which we entered into with the Sponsor and B.
Riley; ● “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; ● “SEC” are to the U.S.
Securities and Exchange Commission; ● “Securities Act” are to the Securities Act of 1933, as amended; v ● “SPACs” are to special purpose acquisition companies; ● “Special Resolution” are to a resolution of our Company passed by at least a two-thirds (2/3) majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); ● “Sponsor” are to Roman DBDR Acquisition Sponsor II LLC, a Delaware limited liability company; ● “ThomasLloyd” are to ThomasLloyd Climate Solutions B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), with its corporate seat in Amsterdam, the Netherlands; ● “ThomasLloyd Business Combination” are to the transactions contemplated by the ThomasLloyd Business Combination Agreement and the ancillary documents, collectively; ● “ThomasLloyd Business Combination Agreement” are to the Business Combination Agreement, dated February 27, 2026, which we entered into with (i) ThomasLloyd; (ii) ThomasLloyd Shareholders (as defined below); and (iii) PubCo Party, as it may be amended, supplemented or otherwise modified from time to time; ● “ThomasLloyd Registration Statement” are to the Registration Statement on Form F-4, which will include a proxy statement/prospectus, in connection with the ThomasLloyd Business Combination, to be filed by us and ThomasLloyd with the SEC, as may be amended from time to time; ● “ThomasLloyd Shareholders” or “Sellers” are to the shareholders of ThomasLloyd named in the ThomasLloyd Business Combination Agreement; ● “Trust Account” are to the U.S.-based Trust Account in which an amount of $231,150,000 from the net proceeds of the sale of the Units in the Initial Public Offering, the Private Placement Warrants in the Private Placement, and the full exercise of the Over-Allotment Option were placed following the closing of the Initial Public Offering; ● “Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant; ● “Underwriting Agreement’ are to Underwriting Agreement, dated December 12, 2024, which we entered into with B.
Overview We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination.
We believe this experience makes us well suited to identify, source, negotiate and execute an initial Business Combination, including the ThomasLloyd Business Combination, with the ultimate goal of pursuing attractive risk-adjusted returns for our shareholders.
Our Management Team is led by (i) Dixon Doll, Jr., our Chief Executive Officer, (ii) John J.
Birmingham, our Chief Financial Officer, and (iii) Dr.
Our Management Team We believe our Management Team is well positioned to identify and evaluate businesses within the cybersecurity, AI and FinTech industries that would benefit from being a public company and from access to our expertise.
ThomasLloyd Business Combination Business Combination Agreement The subsection below describes the material provisions of the ThomasLloyd Business Combination Agreement, but does not purport to describe all the terms thereof.
This summary of the ThomasLloyd Business Combination Agreement is qualified in its entirety by reference to the complete text of the ThomasLloyd Business Combination Agreement, a copy of which is filed with the Report as Exhibit 2.1, and is incorporated by reference herein.
Unless otherwise defined herein, the capitalized terms used in this subsection have the same meanings given to them in the ThomasLloyd Business Combination Agreement.
Unless otherwise indicated, this Report does not assume the consummation of the ThomasLloyd Business Combination.
On February 27, 2026, we, ThomasLloyd, and each of the ThomasLloyd Shareholders, entered into the ThomasLloyd Business Combination Agreement.
PubCo and Merger Sub will become parties to the ThomasLloyd Business Combination Agreement following the formation of PubCo.
The ThomasLloyd Business Combination Agreement and the transactions contemplated under the ThomasLloyd Business Combination were unanimously approved by the boards of directors of each of our Company and ThomasLloyd.
The ThomasLloyd Business Combination is expected to close in the third quarter of 2026, following the receipt of the requisite approvals of our shareholders and the ThomasLloyd Shareholders and the fulfillment of other customary closing conditions.
The Merger and the Share Exchange The ThomasLloyd Business Combination Agreement provides, among other things, that at least one day prior to the share exchange described below, the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the Surviving Company after the Merger and a direct, wholly owned subsidiary of PubCo.
The effective time of the Merger is referred to as the “Merger Effective Time.” As a result of the Merger, each issued and outstanding share of our Class A Ordinary Shares and Class B Ordinary Shares, other than the Roman Dissenting Shares (each as defined in the ThomasLloyd Business Combination Agreement) will no longer be outstanding and will be automatically cancelled and converted into and exchanged for the right to receive one PubCo Class A Ordinary Share (as defined below), and each issued and outstanding Roman Warrant (as defined in the ThomasLloyd Business Combination Agreement) will become one warrant to purchase one PubCo Class A Ordinary Share (“PubCo Warrant”), with PubCo issuing a number of PubCo Class A Ordinary Shares and PubCo Warrants in accordance with the terms of the ThomasLloyd Business Combination Agreement.
Exercise of each Roman Warrant will be handled pursuant to an Assignment, Assumption and Amendment Agreement, entered into by each of PubCo, the Surviving Company and Continental, as warrant agent, amending the Warrant Agreement (as defined in the ThomasLloyd Business Combination Agreement), pursuant to which, among other things, PubCo will assume the obligations of the Surviving Company under the Warrant Agreement.
Each Roman Dissenting Share shall be cancelled and cease to exist at the Merger Effective Time, will not be entitled to receive the applicable PubCo Shares (as defined below) and will be entitled to receive only the payment of the fair value of such Roman Dissenting Share held by them as determined in accordance with Section 238 of the Cayman Companies Act.
At least one day following the Merger Effective Time, PubCo will acquire all of the issued and outstanding ordinary shares of ThomasLloyd from the Sellers in exchange for the issuance by PubCo of new ordinary shares, par value $0.01 per share, consisting of Class A ordinary shares (“PubCo Class A Ordinary Shares”) and Class B ordinary shares (“PubCo Class B Ordinary Shares” and, together with the PubCo Class A Ordinary Shares, the “PubCo Shares”).
The effective time of such share exchange is referred to as the “Share Exchange Effective Time” and such share exchange is referred to as the “Share Exchange.” The Share Exchange, together with the Merger, the ThomasLloyd Business Combination and the other transactions contemplated by the ThomasLloyd Business Combination Agreement and the related agreements, are collectively referred to as the “Transactions.” Subject to the terms and conditions of the ThomasLloyd Business Combination Agreement, PubCo will issue to the Sellers in the aggregate, a number of PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares, as applicable, with an aggregate value up to an amount equal to the relevant portion of the Share Exchange Aggregate Consideration (as defined in the ThomasLloyd Business Combination Agreement, based on an equity value of $850,000,000), with PubCo allotting and issuing to each Seller, for each ThomasLloyd ordinary share held, a number of PubCo Class A Ordinary Shares and/or PubCo Class B Ordinary Shares, as applicable, equal to the Per Share Exchange Ratio in accordance with the Allocation Schedule (each as defined in the ThomasLloyd Business Combination Agreement).
Following the Closing of the ThomasLloyd Business Combination, in addition to the consideration to be received pursuant to the Share Exchange, if at any time during the period beginning on the date of the Closing (the “Closing Date”) and ending on the fifth anniversary thereof (the “Earn-Out Period”), the closing price of the PubCo Class A Ordinary Shares equals or exceeds certain specified price thresholds for any twenty (20) consecutive Trading Days (as defined in the ThomasLloyd Business Combination Agreement) (each such threshold, an “Earn-Out Target”), then within ten (10) Trading Days following the achievement of such Earn-Out Target, PubCo will issue to the Sellers an aggregate of 7,500,000 PubCo Class A Ordinary Shares for each Earn-Out Target achieved, in an amount of shares equal to each Seller’s pro rata portion of the ThomasLloyd ordinary shares exchanged in the Share Exchange (such PubCo Class A Ordinary Shares issuable upon achievement of the Earn-Out Targets, the “Earn-Out Consideration”).
The Earn-Out Targets are: (i) $12.50 per share, (ii) $15.50 per share, (iii) $17.50 per share, (iv) $20.00 per share, (v) $22.50 per share, and (vi) $25.00 per share.
The Earn-Out Consideration for each Earn-Out Target is calculated as a separate and distinct target obligation and is payable following the achievement of such target even if such achievements occur concurrently.
The aggregate Earn-Out Consideration available to be earned across all Earn-Out Targets is 45,000,000 PubCo Class A Ordinary Shares.
If any Earn-Out Target is not satisfied during the Earn-Out Period, the obligations with respect to such Earn-Out Target will terminate.
The Earn-Out Consideration and the closing price requirement for each Earn-Out Target are subject to adjustment to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into PubCo Class A Ordinary Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to PubCo Class A Ordinary Shares, occurring on or after the effective date of the ThomasLloyd Business Combination Agreement and prior to the time any such Earn-Out Period is achieved and the Earn-Out Consideration is delivered, if any.
Roman II Shareholder Redemption We will provide the holders of our Class A Ordinary Shares, the right to have all or a portion of their Class A Ordinary Shares redeemed for cash in connection with the ThomasLloyd Business Combination, in accordance with our governing documents, for a per-share price equal to the pro rata portion of the funds then in our Trust Account (including interest not previously released to pay taxes).
Representations and Warranties; Covenants The ThomasLloyd Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of our Company and ThomasLloyd prior to the Closing and the preparation and filing of the ThomasLloyd Registration Statement on Form F-4 relating to the ThomasLloyd Business Combination containing a prospectus and proxy statement (“Proxy Statement”).
In addition, prior to the effectiveness of ThomasLloyd Registration Statement / Proxy Statement, PubCo will adopt a new equity incentive plan (the “PubCo Equity Incentive Plan”) and an employee share purchase plan (the “PubCo Employee Stock Purchase Plan” or “PubCo ESPP”, together with the PubCo Equity Incentive Plan, the “Equity Plan Proposals”).
The PubCo Equity Incentive Plan will provide for the issuance of shares equal to up to 10% of the PubCo Shares on a fully-diluted basis (calculated after giving effect to the Transactions) and will include an annual automatic increase in the share reserve on the first day of each fiscal year, such increase up to 3% of the PubCo Shares on a fully-diluted basis.
The PubCo ESPP will provide for the issuance of shares equal to 2% of the PubCo Shares on a fully-diluted basis (calculated after giving effect to the Transactions) and will include an annual automatic increase in the share reserve on the first day of each fiscal year of 1% of the PubCo Shares on a fully-diluted basis.
The ThomasLloyd Business Combination Agreement also contains obligations of our Company and PubCo to use commercially reasonable efforts to seek financing agreements for an aggregate of at least $100 million in proceeds through one or more subscription agreements on such terms and conditions therein, and using a placement agent, to be mutually agreed by our Company, PubCo and ThomasLloyd.

and 131 more.

Gone since FY2024

Additionally, in 2024, the SEC (as defined below) adopted additional rules and regulations relating to SPACs (as defined below).
The 2024 SPAC Rules (as defined below) require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to SPAC Business Combination transactions; (iii) additional disclosures relating ii to dilution and to conflicts of interest involving sponsors and their affiliates in connection with proposed Business Combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants in connection with registration statements relating to proposed Business Combination transactions.
In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities of the SPAC and its management team.
The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.
The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us.
Unless otherwise stated in this Report, or the context otherwise requires, references to: ● “2024 SPAC Rules” are to the rules and regulations for SPACs adopted by the SEC on January 24, 2024, which became effective on July 1, 2024; ● “Administrative Services Agreement” are to the Administrative Services Agreement, dated December 12, 2024, which we entered into with our Sponsor; ● “Amended and Restated Charter” are to our Amended and Restated Memorandum and Articles of Association, as amended and restated, and currently in effect; ● “Audit Committee” are to the audit committee of our Board of Directors (as defined below); ● “B.
Riley Securities, Inc., the sole book-running manager for the Initial Public Offering (as defined below); ● “Board of Directors” or “Board” are to our board of directors; ● “Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; ● “Business Combination Marketing Agreement” are to the Business Combination Marketing Agreement, dated December 12, 2024, we entered into with B.
Riley; ● “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; ● “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; ● “Combination Period” are to the 24-month period, from the closing of the Initial Public Offering to December 16, 2026 (or such earlier date as determined by the Board), that we have to consummate an initial Business Combination; provided that the Combination Period may be extended pursuant to an amendment to the Amended and Restated Charter and consistent with applicable laws, regulations and stock exchange rules; ● “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands, as may be amended from time to time; ● “Company,” “our,” “we,” or “us” are to Roman DBDR Acquisition Corp.
II, a Cayman Islands exempted company; iii ● “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Public Warrants (as defined below); ● “DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System; ● “Exchange Act” are to the Securities Exchange Act of 1934, as amended; ● “Excise Tax” are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022; ● “FASB” are to t he Financial Accounting Standards Board; ● “FINRA” are to t he Financial Industry Regulatory Authority ; ● “Founder Shares” are to the Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and the Class A Ordinary Shares that will be issued (i) upon the automatic conversion of the Class B Ordinary Shares at the time of our Business Combination or (ii) at the option of the holders thereof, as described herein (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”); ● “GAAP” are to the accounting principles generally accepted in the United States of America; ● “IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board; ● “Initial Public Offering” or “IPO” are to the Initial Public Offering that we consummated on December 16, 2024; ● “Investment Company Act” are to the Investment Company Act of 1940, as amended; ● “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on July 25, 2024; ● “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on September 17, 2024, as amended, and declared effective on December 13, 2024 (File No. 333-282186); ● “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; ● “Letter Agreement” are to the Letter Agreement, dated December 12, 2024, which we entered into with our Sponsor and our directors and officers; ● “Management” or our “Management Team” are to our executive officers and directors; ● “Marcum” are to Marcum LLP, our independent registered public accounting firm; ● “Nasdaq” are to The Nasdaq Global Market; ● “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; ● “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; ● “Option Units” are to the 3,000,000 units of our Company that were purchased by the underwriters of the Initial Public Offering pursuant to the full exercise of the Over-Allotment Option (as defined below); iv ● “Ordinary Resolution” are to a resolution of our Company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); ● “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; ● “Over-Allotment Option” are to the 45-day option that underwriters of the Initial Public Offering had to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised on January 23, 2025; ● “PCAOB” are to the Public Company Accounting Oversight Board (United States); ● “Private Placement” are to the private placement of Private Placement Warrants (as defined below) to our Sponsor and B.
Riley, together; ● “Public Shares” are to the Class A Ordinary Shares sold as part of the Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); ● “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that each Sponsor’s and member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; ● “Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market); ● “Redemption Price” are to the pro rata redemption price in any redemption we expect to pay, which was approximately $10.06 per Public Share as of December 31, 2024 (before taxes payable, if any); ● “Registration Rights Agreement” are to the Registration Rights Agreement, dated December 12, 2024, which we entered into with the Sponsor and B.
Riley; ● “Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024 ; ● “Roman I” are to Roman DBDR Tech Acquisition Corp. ; ● “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; ● “SEC” are to the U.S.
Securities and Exchange Commission; ● “Securities Act” are to the Securities Act of 1933, as amended; ● “SPACs” are to special purpose acquisition companies; ● “Special Resolution” are to a resolution of our Company passed by at least a two-thirds (2/3) majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting v of our Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); ● “Sponsor” are to Roman DBDR Acquisition Sponsor II LLC, a Delaware limited liability company; ● “Trust Account” are to the U.S.-based Trust Account in which an amount of $231,150,000 from the net proceeds of the sale of the Units in the Initial Public Offering, the Private Placement Warrants in the Private Placement, and the full exercise of the Over-Allotment Option were placed following the closing of the Initial Public Offering; ● “Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant; ● “Underwriting Agreement’ are to Underwriting Agreement, dated December 12, 2024, which we entered into with B.
Overview We are a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination.
We have not selected any specific Business Combination target.
We believe this experience makes us well suited to identify, source, negotiate and execute an initial Business Combination with the ultimate goal of pursuing attractive risk-adjusted returns for our shareholders.
Our Management Team is led by (i) Dixon Doll, Jr., our Chief Executive Officer, (ii) John C.
Small, our Chief Financial Officer, and (iii) Dr.
Management Team We believe our Management Team is well positioned to identify and evaluate businesses within the cybersecurity, AI and FinTech industries that would benefit from being a public company and from access to our expertise.
Dilution The Founder Shares will automatically convert into Class A Ordinary Shares at the time of our initial Business Combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein.
In the case that additional Class A Ordinary Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of our initial Business Combination, the ratio at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares equaled, in the aggregate, on an as-converted basis, 25% of the total number of all Ordinary Shares outstanding following completion of the Initial Public Offering (including the Class A Ordinary Shares underlying the Option Units and excluding any Class A Ordinary Shares underlying the Private Placement Warrants) plus all Class A Ordinary Shares and equity-linked securities issued or deemed issued in connection with our initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any warrants issued to our Sponsor or its affiliates or to our officers and directors upon conversion of Working Capital Loans made to us).
This dilution would increase to the extent that the anti-dilution provision of the Founder Shares result in the issuance of Class A shares on a greater than one-for-one basis upon conversion of the Founder Shares at the time of our initial Business Combination.
Our Management Team has worked together for over 20 years across Silicon Valley, including roles as founders, technology executives and board directors, which has allowed our Management Team to develop a pipeline of proprietary deal flow based upon our relationships with many C-Level executives and founders, former employees and associates, and deal partners across the leading venture capital and private equity groups.
We use these criteria and guidelines in evaluating initial Business Combination opportunities, but we may decide to enter into our initial Business Combination with a target business that does not meet these criteria and guidelines. ● Size : We are focusing on companies that alone, or through a strategic combination with another company, have a most recent enterprise valuation between $300 million and $1.5 billion.
The time required to select and evaluate a target business and to structure and complete our initial Business Combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty.
Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another Business Combination.
We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our Ordinary Shares in connection with our initial Business Combination (including pursuant to any forward purchase agreements or backstop agreements into which we may enter following the consummation of the Initial Public Offering or otherwise), Ordinary Shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.
We may seek to complete our initial Business Combination with a company or business that may be financially unstable or in its early-stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer.
If we seek shareholder approval, we will complete our initial Business Combination only if we receive an Ordinary Resolution under Cayman Islands law and our Amended and Restated Charter.
The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.
We have until December 16, 2026, or until such earlier liquidation date as our Board may approve, to consummate our initial Business Combination.
If we anticipate that we may be unable to consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to amend our Amended and Restated Charter to extend the date by which we must consummate our initial Business Combination.
If we are unable to complete our initial Business Combination within the Combination Period, or by such earlier liquidation date as our Board may approve, we will redeem 100% of the Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, subject to applicable law and certain conditions as further described herein.
As of December 31, 2024, the pro rata redemption price was approximately $10.06 per Public Share (less taxes payable).
Additionally, pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of our independent directors.
We may, however, structure our initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
In the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Charter) with our Sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial Business Combination is fair to our Company from a financial point of view.
Members of our Management Team and our independent directors directly or indirectly own Founder Shares and/or Private Placement Warrants following the Initial Public Offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination.
In addition, our Sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial Business Combination.
Sourcing of Potential Business Combination Targets We believe our Management Team’s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial Business Combination targets.

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