What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-10-23 · 139 added, 97 removed, 383 unchanged (38% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets

12 unchanged sentences

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 23,000,000 and 20,000,000 shares at redemption value of $ 10.27 and $ 10.06 per share as of June 30, 2025 and December 31, 2024, respectively

Class A ordinary shares subject to possible redemption, 23,000,000 and 20,000,000 shares at redemption value of $ 10.38 and $ 10.06 per share as of September 30, 2025 and December 31, 2024, respectively

Shareholders’ Equity

4 unchanged sentences

500,000,000 shares authorized;

none issued or outstanding (excluding 23,000,000 and 20,000,000 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024

none issued or outstanding (excluding 23,000,000 and 20,000,000 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

7,666,667 shares issued and outstanding as of June 30, 2025 and December 31, 2024

7,666,667 shares issued and outstanding as of September 30, 2025 and December 31, 2024

Additional paid-in capital

5 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

For the Period

For the Three

From July 25, 2024

(Inception) Through

September 30,

Operating expenses:

1 unchanged sentence

Loss from operations

( 1,249,409 )

Other income:

2 unchanged sentences

Total other income

Net income (loss)

Weighted average Class A ordinary shares outstanding, basic

1 unchanged sentence

Weighted average Class B ordinary shares outstanding, basic

Basic and diluted net income per Class B ordinary share

Basic and diluted net income (loss) per Class B ordinary share

The accompanying notes are an integral part of the unaudited condensed financial statements.

1 unchanged sentence

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Ordinary Shares

13 unchanged sentences

Balance – June 30, 2025

Remeasurement of Class A ordinary shares to redemption amount

( 2,651,071 )

Balance – September 30, 2025

FOR THE PERIOD FROM JULY 25, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

Ordinary Shares

Shareholder’s

Balance — July 25, 2024 (Inception)

Issuance of Class B ordinary shares to Sponsor

Balance – September 30, 2024

The accompanying notes are an integral part of the unaudited condensed financial statements.

ROMAN DBDR ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2025

CONDENSED STATEMENTS OF CASH FLOWS

For the Period

from July 25, 2024

(Inception) Through

September 30,

Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income to net cash used in operating activities:

2 unchanged sentences

( 7,360,268 )

Formation costs applied to prepaid expenses contributed by sponsor through promissory note

Payment of operating costs by Sponsor via promissory note- related party

Changes in operating assets and liabilities:

18 unchanged sentences

Remeasurement of Class A ordinary shares to redemption amount

Deferred offering costs applied to prepaid expense

Deferred offering costs paid through promissory note - related party

Deferred offering costs included in accrued offering costs

Prepaid expenses paid by promissory note

The accompanying notes are an integral part of the unaudited condensed financial statements.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

ORGANIZATION AND BUSINESS OPERATIONS

3 unchanged sentences

While the Company may pursue an initial Business Combination target in any stage of its corporate evolution or in any industry or sector, the Company intends to focus its initial search on companies in the cybersecurity, artificial intelligence or financial technology industries.

As of June 30, 2025, the Company has not commenced any operations.

All activity for the period from July 25, 2024 (inception) through June 30, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

As of September 30, 2025, the Company has not commenced any operations.

All activity for the period from July 25, 2024 (inception) through September 30, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

21 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Following the closing of the Initial Public Offering on December 16, 2024, and the full exercise of the over-allotment option on January 27, 2025 an amount of $ 231,150,000 ($ 10.05 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Warrants, was deposited into the Company’s trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee.

13 unchanged sentences

However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (“Founder Shares”) and Public Shares in connection with the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association;

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;

SEPTEMBER 30, 2025

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

2 unchanged sentences

Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

On August 28, 2025, the Company received a deficiency letter (the “Deficiency Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it was not in compliance with requirements of Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of not having filed with the U.S.

Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (the “Quarterly Report”) in the prescribed timeframe.

The Deficiency Notice had no immediate effect on the listing of the Company’s securities on The Nasdaq Global Market.

According to the Deficiency Notice, the Company had a period of 60 calendar days, or until October 27, 2025, to submit a plan to Nasdaq to regain compliance.

The Company filed the Quarterly Report on October 23, 2025.

On November 5, 2025, the Company received a notice from Nasdaq starting that it is in compliance with the Rule.

On October 1, 2025, the Company’s board of directors appointed John J.

Birmingham as the Company’s new Chief Financial Officer.

Birmingham also serves as the Company’s principal accounting officer and principal financial officer.

In connection with Mr.

Birmingham’s appointment, the Company and Mr.

Birmingham entered into an offer letter, dated October 1, 2025 (the “Offer Letter”), pursuant to which Mr.

Birmingham received a one-time initial cash payment in the amount of $ 25,000 and will receive a subsequent cash payment of $ 50,000 relating to the Company’s Securities and Exchange Commission reporting obligations as more specifically described in the Offer Letter, and such additional amounts as may be agreed upon by the parties.

Liquidity, Capital Resources and Going Concern

As of June 30, 2025, the Company had cash of $ 618,822 held outside of the Trust Account and available for working capital purposes.

The Company’s liquidity needs up to December 16, 2024 had been satisfied through a payment from the Sponsor of $ 25,000 for the Founder Shares (see Note 5) and the loan under an unsecured promissory note from the Sponsor of up to $ 300,000 (see Note 5).

As of September 30, 2025, the Company had cash of $ 323,684 held outside of the Trust Account and available for working capital purposes.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

3 unchanged sentences

The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 31, 2025.

The quarterly results for the three and six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the year ended December 31, 2025 or for any future periods.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

The quarterly results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ended December 31, 2025 or for any future periods.

Emerging Growth Company Status

9 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 618,822 and $ 1,271,928 in cash and no cash equivalents as of June 30, 2025 and December 31, 2024, respectively.

The Company had $ 323,684 and $ 1,271,928 in cash and no cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Investments Held in Trust Account

At June 30, 2025 and December 31, 2024, substantially all of the assets held in the Trust Account were held in U.S.

At September 30, 2025 and December 31, 2024, substantially all of the assets held in the Trust Account were held in U.S.

Treasury Bills.

5 unchanged sentences

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Public Offering.

FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

10 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of June 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

1 unchanged sentence

As such, the Company’s tax provision was zero for the period presented.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Derivative Financial Instruments

4 unchanged sentences

The underwriters’ over-allotment option has been deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the underwriters did not exercise their over-allotment option at the closing of Initial Public Offering.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Warrant Instruments

7 unchanged sentences

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of June 30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

As of June 30, 2025 and December 31, 2024, the Class A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table:

Accordingly, as of September 30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

As of September 30, 2025 and December 31, 2024, the Class A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds

13 unchanged sentences

Class A Ordinary Shares subject to possible redemption, June 30, 2025

Net Income Per Ordinary Share

Remeasurement of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, September 30, 2025

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) private placement since the exercise of the warrants is contingent upon the occurrence of future events.

The warrants are exercisable to purchase 11,500,000 Class A ordinary shares in the aggregate.

As of June 30, 2025, the Company had dilutive securities that are Public Warrants that could potentially be exercised into ordinary shares and then share in the earnings of the Company.

As of September 30, 2025, the Company had dilutive securities that are Public Warrants that could potentially be exercised into ordinary shares and then share in the earnings of the Company.

The warrants are no t exercisable until 30 days after the completion of a Business Combination.

As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Allocation of net income

1 unchanged sentence

Basic and diluted net income per ordinary share

For the Period from July 25,

2024 (Inception) Through

September 30,

Allocation of net loss

Basic weighted average shares outstanding

Basic and diluted net loss per ordinary share

Recent Accounting Pronouncements

6 unchanged sentences

Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

As of June 30, 2025 and December 31, 2024, there were 19,635,000 and 17,385,000 warrants outstanding, respectively, including 11,500,000 and 10,000,000 Public Warrants, respectively and 8,135,000 and 7,385,000 Private Placement Warrants, respectively.

As of September 30, 2025 and December 31, 2024, there were 19,635,000 and 17,385,000 warrants outstanding, respectively, including 11,500,000 and 10,000,000 Public Warrants, respectively, and 8,135,000 and 7,385,000 Private Placement Warrants, respectively.

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current.

3 unchanged sentences

In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Under the terms of the warrant agreement (“Warrant Agreement”), the Company has agreed that, as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the Warrant Agreement.

6 unchanged sentences

● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 - trading day period commencing at least 30 days after completion of the Company’s initial business combination and ending three business days before the Company sends the notice of redemption to the warrant holders.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares.

1 unchanged sentence

For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or their affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $ 9.20

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.

PRIVATE PLACEMENT

11 unchanged sentences

Riley and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder shares and Public Shares in connection with the completion of the initial Business Combination;

7 unchanged sentences

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares (the “Lock-up”).

8 unchanged sentences

On December 12, 2024, the Company entered into an agreement with the Sponsor stipulating that commencing on December 13, 2024 and through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an aggregate of $ 10,000 per month for office space, utilities, and secretarial and administrative support.

The Company incurred and paid $ 30,000 and $ 60,000 for administrative services for the three and six months ended June 30, 2025.

The Company incurred and paid $ 30,000 and $ 90,000 for administrative services for the three and nine months ended September 30, 2025.

For the period from July 25, 2024 (inception) through September 30, 2024, the Company did no t incur any fees for these services.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Related Party Loans

4 unchanged sentences

The warrants would be identical to the Private Placement Warrants.

As of June 30, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

As of September 30, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

The holders of the Founder Shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed on the effective date of the Initial Public Offering.

The holders of these securities are entitled to make up to three demands,

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

excluding short form demands, that the Company registers such securities.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination.

4 unchanged sentences

The underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 4,600,000 in the aggregate, which was paid at the closing of the Initial Public Offering and the closing of the full exercise of the over-allotment option.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Business Combination Marketing Agreement

7 unchanged sentences

The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

At June 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

At September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares

The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001 each.

At June 30, 2025 and December 31, 2024, there were no Class A ordinary shares issued or outstanding, excluding 23,000,000 and 20,000,000 Class A ordinary shares subject to possible redemption, respectively.

At September 30, 2025 and December 31, 2024, there were no Class A ordinary shares issued or outstanding, excluding 23,000,000 and 20,000,000 Class A ordinary shares subject to possible redemption, respectively.

Class B Ordinary Shares

1 unchanged sentence

On July 25, 2024, the Company issued 7,666,667 Class B ordinary shares to the Sponsor for $ 25,000 , or approximately $ 0.003 per share.

As of June 30, 2025 and December 31, 2024, there were 7,666,667 Class B ordinary shares issued and outstanding.

As of September 30, 2025 and December 31, 2024, there were 7,666,667 Class B ordinary shares issued and outstanding.

The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for- one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares 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 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 will equal, in the aggregate, 25 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Warrants issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by Public Shareholders in connection with an initial Business Combination;

provided that such conversion of Founder Shares will never occur on a less than one-for- one basis.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Warrants issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by Public Shareholders in connection with an initial Business Combination;

provided that such conversion of Founder Shares will never occur on a less than one-for- one basis.

SEPTEMBER 30, 2025

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

14 unchanged sentences

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

The following table presents information about the Company’s assets that are measured at fair value as of June 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about the Company’s assets that are measured at fair value as of September 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

September 30,

Investments held in Trust Account

Fair value of over-allotment liability

At June 30, 2025 and December 31, 2024, substantially all of the assets held in the Trust Account were held in U.S.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

At September 30, 2025 and December 31, 2024, substantially all of the assets held in the Trust Account were held in U.S.

Treasury Bills.

23 unchanged sentences

Annual volatility after expected Business Combination date

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEGMENT INFORMATION

1 unchanged sentence

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM), or group, in deciding how to allocate resources and assess performance.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

1 unchanged sentence

The Company is a blank check company formed for the purpose of effecting a Business Combination.

As of June 30, 2025 and December 31, 2024, the Company had not commenced any operations.

As of September 30, 2025 and December 31, 2024, the Company had not commenced any operations.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

2 unchanged sentences

For the Three

September 30,

General and administrative expenses

6 unchanged sentences

Funds invested in the Trust Account represent the predominant portion of the Company’s total assets and are monitored by the CODM to determine the most effective strategy of investment with the Trust Account funds, while maintaining compliance with the trust agreement.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheets date up to the date that the condensed financial statements were issued.

Based upon this review, other than as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (the “Quarterly Report”) in the prescribed timeframe.

The Deficiency Notice has no immediate effect on the listing of the Company’s securities on The Nasdaq Global Market.

According to the Deficiency Notice, the Company has a period of 60 calendar days, or until October 27, 2025, to submit a plan to Nasdaq to regain compliance.

If the Company submits a plan and Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the Quarterly Report’s due date, or until February 16, 2026, to regain compliance with the Rule.

The Company believes that it will regain compliance with the Rule upon the filing of the Quarterly Report.

On October 1, 2025, the Company’s board of directors appointed John J.

Birmingham as the Company’s new Chief Financial Officer.

Birmingham also serves as the Company’s principal accounting officer and principal financial officer.

In connection with Mr.

Birmingham’s appointment, the Company and Mr.

Birmingham entered into an offer letter, dated October 1, 2025 (the “Offer Letter”), pursuant to which Mr.

Birmingham will receive a one-time initial cash payment in the amount of $ 25,000 and a subsequent cash payment of $ 50,000 relating to the Company’s Securities and Exchange Commission reporting obligations as more specifically described in the Offer Letter, and such additional amounts as may be agreed upon by the parties.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements