What changed in this filing

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Item 9A. Controls and Procedures

2026-03-04 compared with 2025-03-31 · 349 added, 227 removed, 771 unchanged (43% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2024.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Disclosure controls and procedures are controls and other procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due to the material weakness related to the insufficient segregation of duties to safeguard company assets.

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP.

Accordingly, management believes that the financial statements included in this Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management’s Annual Report on Internal Control over Financial Reporting

This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our Management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2025.

In making these assessments, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, Management determined that we did not maintain effective internal control over financial reporting as of December 31, 2025 due to the material weakness related to the insufficient segregation of duties to safeguard company assets.

To address the above-described material weakness, the Company made changes in the personnel and executives to ensure appropriate functioning of the segregation of duties and established rigorous process of the review of the cash expenditures on a monthly basis.

This Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

Not applicable.

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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Doll is well qualified to serve on our Board due to his extensive experience in venture capital and private equity.

Small — Chief Financial Officer

Small has served as our Chief Financial Officer since inception.

Small also served as the Chief Financial Officer of Roman DBDR I and currently is the Chief Financial Officer of BigWattDigital LLC, a privately-held data center developer.

previously served as the Chief Financial Officer of AI Advertising, Inc.

AIAD) from March 2023 until November 2024, the Chief Financial Officer of Monsoon Blockchain Corporation from December 2019 until January 2022, the Chief Operating Officer and Chief Financial Officer of Quanterra Capital Management LP from May 2019 until December 2020, the Chief Operating Officer of Diamond Standard from January 2021 to June 2021, the Senior Vice President of Finance for Tsunami XR from October 2016 to May 2019, the Chief Operating Officer of Mode Media from April 2016 to September 2016, and the Chief Financial Officer of Viggle, Inc.

VGGL) from September 2012 to October 2015.

Small joined GLG Partners in 2000 as a Senior Asset Manager responsible for Telecom, Media, Technology and Renewable Energy investments for the GLG North American Opportunity Fund and served as the President of the GLG North America office from April 2000 to August 2011.

He worked as a Telecom and Media analyst at Ulysses Management from January 1997 to March 2000 and as a Telecom analyst at Odyssey Partners from March 1996 to January 1997.

He also worked as an equity research analyst at Dillon Read (from January 1992 to September 1993) and Morgan Stanley (from October 1993 to February 1996).

Small has previously served as a director of Loyalty Alliance, Inc., PayEase Ltd., INFINIA Corporation, ViSole Energy, Inc., New Millennium Solar Equipment Co, ShortList Media Ltd, DraftDay Inc., and Spinvox Ltd.

Birmingham — Chief Financial Officer

Birmingham has served as our Chief Financial Officer since October 2025.

Birmingham served as Vice President, Internal Audit at Carrier Corporation, an energy solutions company, from July 2021 through March 2025.

Prior to that, Mr.

Birmingham served as Vice President, Chief Compliance Officer and Vice President, Internal Audit at Roper Technologies, a diversified technology company, from 2007 through July 2021.

Birmingham also worked as a director at Protiviti Inc., a global consulting firm, from 2002 through 2007 and as a manager at Arthur Andersen from 1994 through 2002.

Birmingham is a certified public accountant and earned his B.S.B.A.

with Concentration in Accounting from the University of Richmond.

Basile — Chief Technology Officer

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Sherman has served as a Principal with Offit Kurman, where she is a member of the firm’s Leadership Council, Creditor Rights, Reorganization and Bankruptcy Practice Group, Distressed Real Estate and the Real Estate Law and Transaction Practice Group.

She has also served as a member of the board of directors of the USA Bobsled and Skeleton Foundation since November 2021.

Sherman is a member of the Private Directors Association, the National Association of Corporate Directors, the American Bankruptcy Institute and Women in Real Estate.

Sherman served as a board member of Alef Bet Montessori School, where she co-chaired the Development Committee, and Vision Solar, LLC between November 2021 and December 2023.

Between November 2021 and November 2025, Ms.

Sherman served as a member of the board of directors of the USA Bobsled and Skeleton Foundation.

Between November 2021 and December 2023, Ms.

Sherman also served as a board member of Alef Bet Montessori School, where she co-chaired the Development Committee, and Vision Solar, LLC.

Sherman received a bachelor’s degree from the University of Wisconsin-Madison and a J.D.

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● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

reviewing and approving any related party

transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities;

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Executive Compensation.

None of our executive officers or directors have received any cash compensation for services rendered to us.

We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, have been of will be paid from funds held outside the Trust Account:

● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses pursuant to the IPO Promissory Note;

None of our executive officers or directors have received any cash compensation from us for services rendered to us, except for John J.

Birmingham, our Chief Financial Officer, who received cash compensation of $25,000 from us during the year ended December 31, 2025.

We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, have been or will be paid from funds held outside the Trust Account:

● Payment for office space, utilities and secretarial and administrative support made available to us by our Sponsor or an affiliate thereof, in an amount equal to $10,000 per month;

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After the completion of our initial Business Combination, our officers or directors who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management.

It is unlikely the amount of such compensation will be known at the time of the proposed initial Business

Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will be determined, or recommended to the Board for determination, either by the Compensation Committee, which consists solely of independent directors, or by a majority of the independent directors on our Board.

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Other 5% Shareholders

AQR Parties(4)

Kepos Parties(5)

Sculptor Parties(6)

Aristeia Capital, L.L.C.(4)

Harraden Parties (8)

Meteora Capital, LLC (5)

Fort Baker Capital Management LP (6)

(1) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Roman DBDR Acquisition Corp.

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Basile disclaim any beneficial ownership of the securities held by Roman DBDR Acquisition Sponsor II LLC other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

(4) According to a Schedule 13G filed with the SEC on February 14, 2025 by (i) AQR Capital Management, LLC, a Delaware limited liability company (“AQR Capital”), (ii) AQR Capital Management Holdings, LLC, a Delaware limited liability company “(AQR Holdings”) and (iii) AQR Arbitrage, LLC a Delaware limited liability company (“ACR Arbitrage”, collectively with AQR Capital and AQR Holdings, the “AQR Parties”).

The principal business address of each of the AQR Parties is One Greenwich Plaza, Greenwich, Connecticut 06830.

(5) According to a Schedule 13G filed with the SEC on February 12, 2025 by (i) Kepos Capital LP, a Delaware limited partnership (the “Investment Manager”) and (ii) Mr.

Mark Carhart, a citizen of the United States (“Mr.

Carhart” and together with the Investment Manager, the “Kepos Parties”).

The Investment Manager is the investment adviser to certain funds and accounts (the “Kepos Funds”), with respect to the Public Shares directly held by the Kepos Funds.

Carhart is the managing member of Kepos Capital GP LLC, the general partner of the Investment Manager.

The principal business address of each of the Kepos Parties is 11 Times Square, 35th Floor, New York, New York 10036.

(6) According to a Schedule 13G filed with the SEC on January 28, 2025 by (i) Sculptor Capital LP, a Delaware limited partnership (“Sculptor”), (ii) Sculptor Capital II LP, a Delaware limited partnership that is wholly owned by Sculptor (“Sculptor-II”), (iii) Sculptor Capital Holding Corporation, a Delaware corporation that serves as the general partner of Sculptor (“SCHC”), (iv) Sculptor Capital Holding II LLC, a Delaware limited liability company that is wholly owned by Sculptor and serves as the general partner of Sculptor-II (“SCHC-II”), (v) Sculptor Capital Management, Inc., a Delaware limited liability company and a holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II (“SCU”), (vi) Sculptor Master Fund, Ltd., a Cayman Islands company that is the investment adviser to SCMF (“SCMF”) and (vii) Sculptor Special Funding, LP, a Cayman Islands exempted limited partnership that is wholly owned by SCMF (“NRMD”, and together with Sculptor, Sculptor II, SCHC, SCHC-II, SCU and SCMF, the “Sculptor Parties”).

Sculptor is the principal investment manager to a number of private funds and discretionary accounts (collectively, the “Accounts”).

Sculptor II also serves as the investment manager to certain of the Accounts.

The Public Shares reported therein are held in the Accounts managed by Sculptor and Sculptor-II.

The principal business address of each of the Sculptor Parties is 9 West 57th Street, 40th Floor, New York, New York 10019.

(4) According to a Schedule 13G filed with the SEC on February 14, 2025 by Aristeia Capital, L.L.C., a Delaware limited liability Company (“Aristeia”).

The principal business address of Aristeia is One Greenwich Plaza, Suite 300, Greenwich, Connecticut 06830.

(8) According to a Schedule 13G/A filed with the SEC on March 26, 2025 by (i) Harraden Circle Investments, LLC, a Delaware limited liability company (“Harraden Adviser”), (ii) Harraden Circle Investors GP, LP, a Delaware limited partnership (“Harraden GP”), (iii) Harraden Circle Investors GP, LLC, a Delaware limited liability company (“Harraden LLC”), (iv) Harraden Circle Investors, LP, a Delaware limited partnership (“Harraden Fund”), (v) Harraden Circle Special Opportunities, LP, a Delaware limited partnership (“Harraden Special Op Fund”), (vi) Harraden Circle Strategic Investments, LP, a Delaware limited partnership (“Harraden Strategic Fund”), and (vii) Frederick V.

Fortmiller, Jr., a citizen of the United States (“Mr.

Fortmiller” and together with Harraden Adviser, Harraden GP, Harraden LLC, Harraden Fund, Harraden Special OP Fund and Harraden Strategic Fund, the “Harraden Partiers”).

Harraden Fund, Harraden Special Op Fund, and Harraden Strategic Fund directly beneficially own the Public Shares reported therein.

Harraden GP is the general partner to Harraden Fund, Harraden Special Op Fund, and Harraden Strategic Fund, and Harraden LLC is the general partner of Harraden GP.

Harraden Adviser serves as investment manager to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and other high net worth individuals.

Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser.

In such capacities, each

of Harraden GP, Harraden LLC, Harraden Adviser and Mr.

Fortmiller may be deemed to indirectly beneficially own the Public Shares reported therein.

The principal business address of the Harraden Parties is 299 Park Avenue, 21st Floor, New York, New York 10171.

(5) According to two Schedule 13G/As filed with the SEC on November 14, 2025 and February 13, 2026 by (i) Meteora Capital, LLC, a Delaware limited liability company (“Meteora Capital”), with respect to the Public Shares reported herein and held by certain funds and managed accounts (collectively, the “Meteora Funds”) to which Meteora Capital serves as investment manager;

and (ii) Vik Mittal, a citizen of the United States.

Meteora Capital is the investment manager of Meteora Funds.

Vik Mittal is the managing member of Meteora Capital.

The principal business address of Meteora Capital is 1200 N Federal Hwy, #200, Boca Raton FL 33432.

(6) According to a Schedule 13G filed with the SEC on February 17, 2026 by (i) Fort Baker Capital Management LP, a Delaware limited partnership (“Fort Baker”), with respect to the Public Shares reported herein and held directly by Fort Baker;

(ii) Steven Patrick Pigott, a citizen of the United States;

and (iii) Fort Baker Capital, LLC, a Delaware limited liability company.

Steven Patrick Pigott acts as Limited Partner/Chief Investment Officer for Fort Baker.

Fort Baker Capital, LLC acts as General Partner for Fort Baker.

The principal business address of Fort Baker is 700 Larkspur Landing Circle, Suite 275, Larkspur, CA 94939.

Securities Authorized for Issuance under Equity Compensation Plans

Changes in Control

For more information on the ThomasLloyd Business Combination, see Item 1.

Certain Relationships and Related Transactions, and Director Independence.

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In the event that the initial Business Combination does not close, we may use amounts held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of

the applicable lender.

Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the applicable lender.

Such warrants would be identical to the Private Placement Warrants.

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Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial Business Combination have been and will be made using funds held outside the Trust Account.

After our initial Business Combination, our officers or directors who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

Pursuant to the Registration Rights Agreement, the holders of the (i) Founder Shares, (ii) Private Placement Warrants and (iii) warrants that may be issued upon conversion of Working Capital Loans (and in each case holders of their underlying securities, as applicable) have registration rights to require us to register a sale of any of our securities held by them and any other securities of our Company acquired by them prior to the consummation of our initial Business Combination (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares).

Pursuant to the Roman II Registration Rights Agreement, the holders of the (i) Founder Shares, (ii) Private Placement Warrants and (iii) warrants that may be issued upon conversion of Working Capital Loans (and in each case holders of their underlying securities, as applicable) have registration rights to require us to register a sale of any of our securities held by them and any other securities of our Company acquired by them prior to the consummation of our initial Business Combination (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares).

The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

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Additionally, pursuant to the Letter Agreement, they will not propose any amendment to our Amended and Restated Memorandum (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, in each case, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.

For more information on the agreements entered into in connection with the ThomasLloyd Business Combination, see Item 1.

Director Independence

Nasdaq rules require that a majority of our Board be independent within one year of our Initial Public Offering.

An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material

relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

We have four “independent directors” as defined in applicable Nasdaq and SEC rules.

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Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Marcum for services rendered.

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees of Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from July 25, 2024 (inception) through December 31, 2024 totaled $116,390.

The following is a summary of fees paid CBIZ and Marcum for services rendered.

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

The aggregate fees of CBIZ for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2025, totaled $262,650.

The aggregate fees charged by Marcum for audit fees, inclusive of required filings with the SEC for the period from July 25, 2024 (inception) through December 31, 2024, totaled $116,390.

The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings.

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Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum for any audit-related fees for the period from July 25, 2024 (inception) through December 31, 2024.

We did not pay CBIZ and Marcum for any audit-related fees for the year ended December 31, 2025, and for the period from July 25, 2024 (inception) through December 31, 2024.

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

We did not pay Marcum for tax services, planning or advice for the period from July 25, 2024 (inception) through December 31, 2024.

We did not pay CBIZ and Marcum for tax services, planning or advice for the year ended December 31, 2025, and for the period from July 25, 2024 (inception) through December 31, 2024.

All Other Fees

All other fees consist of fees billed for all other services.

We did not pay Marcum for any other services for the period from July 25, 2024 (inception) through December 31, 2024.

We did not pay CBIZ and Marcum for any other services for the year ended December 31, 2025, and for the period from July 25, 2024 (inception) through December 31, 2024.

Pre-Approval Policy

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(1) Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)

Bookmark not defined.

Reports of Independent Registered Public Accounting Firm (PCAOB ID Numbers 688 and 199)

Financial Statements:

Balance Sheet as of December 31, 2024

Statement of Operations for the period from July 25, 2024 (inception) through December 31, 2024

Statement of Changes in Shareholders’ Equity for the period from July 25, 2024 (inception) through December 31, 2024

Statement of Cash Flows for the period from July 25, 2024 (inception) through December 31, 2024

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the Year Ended December 31, 2025 and for the Period from July 25, 2024 (Inception) through December 31, 2024

Statements of Changes in Shareholders’ (Deficit) Equity for the Year Ended December 31, 2025 and for the Period from July 25, 2024 (Inception) through December 31, 2024

Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from July 25, 2024 (Inception) through December 31, 2024

Notes to Financial Statements

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INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 )

Reports of Independent Registered Public Accounting Firm (PCAOB ID Numbers 688 and 199 )

Financial Statements:

Balance Sheet as of December 31, 2024

Statement of Operations for the period from July 25, 2024 (inception) through December 31, 2024

Statement of Changes in Shareholders’ Equity for the period from July 25, 2024 (inception) through December 31, 2024

Statement of Cash Flows for the period from July 25, 2024 (inception) through December 31, 2024

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the Year Ended December 31, 2025 and for the Period from July 25, 2024 (Inception) through December 31, 2024

Statements of Changes in Shareholders’ (Deficit) Equity for the Year Ended December 31, 2025 and for the Period from July 25, 2024 (Inception) through December 31, 2024

Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from July 25, 2024 (Inception) through December 31, 2024

Notes to Financial Statements

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We have audited the accompanying balance sheet of Roman DBDR Acquisition Corp.

II (the “Company”) as of December 31, 2025, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before December 16, 2026.

There is no assurance that the Company will obtain the necessary approvals or raise the additional capital it needs to fund its business operations and complete any business combination prior to December 16, 2026, if at all.

The Company also has no approved plan in place to extend the business combination deadline beyond December 16, 2026 and lacks the capital resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination is extended to a later date.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans with regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ CBIZ CPAS P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2025.

March 4, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Roman DBDR Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Roman DBDR Acquisition Corp.

II (the “Company”) as of December 31, 2024, the related statements of operations, shareholders’ equity and cash flows for the period from July 25, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

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/S/ Marcum LLP

We have served as the Company’s auditor since 2024

We have served as the Company’s auditor from 2024 to 2025

March 31, 2025

PART I - FINANCIAL INFORMATION

Financial Statements.

ROMAN DBDR ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2024

BALANCE SHEETS

Current assets

Prepaid expenses

Reimbursement receivable

Total current assets

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Investments held in Trust Account

Liabilities and Shareholders’ Equity:

Liabilities and Shareholders’ (Deficit) Equity:

Current liabilities

Accrued expenses

Accounts payable and accrued expenses

Accrued offering costs

Advance from related party

Over-allotment liability

Over-allotment option liability

Total current liabilities

Promissory note - related party

Total Liabilities

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $ 10.06 per share

Shareholders’ Equity

Class A ordinary shares subject to possible redemption, 23,000,000 and 20,000,000 shares at redemption value of $ 10.49 and $ 10.06 per share as of December 31, 2025 and 2024, respectively

Shareholders’ (Deficit) Equity

Preference shares, $ 0.0001 par value;

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500,000,000 shares authorized;

none issued or outstanding

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

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

7,666,667 shares issued and outstanding (1)

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

Additional paid-in capital

Retained Earnings

Total Shareholders’ Equity

Total Liabilities and Shareholders’ Equity

(1) Includes up to 1,000,000 Class B ordinary shares that were subject to forfeiture until the over-allotment option was exercised in full by the underwriters subsequent to December 31, 2024 (Note 7).

(Accumulated Deficit) Retained Earnings

Total Shareholders’ (Deficit) Equity

Total Liabilities and Shareholders’ (Deficit) Equity

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

ROMAN DBDR ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JULY 25, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

STATEMENTS OF OPERATIONS

For the Period

From July 25, 2024

For the Year Ended

(Inception) Through

Operating expenses:

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Loss from operations

( 2,252,636 )

Other income:

Change in over-allotment option liability

Interest earned on investments held in Trust Account

Change on over-allotment liability

Total other income

Weighted average Class A ordinary shares outstanding, basic and diluted

Basic and diluted net income per ordinary share, Class A ordinary shares

Weighted average Class B ordinary shares outstanding, basic and diluted (1)

Basic and diluted net income per ordinary share, Class B ordinary shares

Weighted average Class A ordinary shares outstanding, basic

Basic and diluted net income per Class A ordinary share

Weighted average Class B ordinary shares outstanding, basic

Basic and diluted net income per Class B ordinary share

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

ROMAN DBDR ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE PERIOD FROM JULY 25, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

Ordinary Shares

Shareholders’

Equity (Deficit)

Balance – July 25, 2024 (inception)

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FV of Public Warrants at issuance

Allocated value of transaction costs to Class A shares

Accretion for Class A ordinary shares to redemption amount

Allocated value of transaction costs to Class A ordinary shares

Remeasurement of Class A ordinary shares to redemption amount

( 8,267,994 )

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Balance – December 31, 2024

Sale of 750,000 Private Placement Warrants

Fair Value of Public Warrants at issuance

Allocated value of transaction costs to Class A ordinary shares

Remeasurement of Class A ordinary shares to redemption amount

( 2,012,202 )

( 8,739,749 )

( 10,751,951 )

Balance – December 31, 2025

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

ROMAN DBDR ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JULY 25, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

STATEMENTS OF CASH FLOWS

For the Period

from July 25, 2024

For the Year Ended

(Inception) Through

Cash Flows from Operating Activities:

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

Change in fair value of overallotment liability

Interest earned on investments held in Trust Account

Change in FV of Over-allotment liability

( 9,721,281 )

Changes in operating assets and liabilities:

Prepaid expenses

Long-term prepaid insurance

Reimbursement receivable

Accrued offering costs

Accounts payable and accrued expenses

Net cash used in operating activities

( 1,288,906 )

Cash Flows from Investing Activities:

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( 30,150,000 )

( 201,000,007 )

Net cash used in investing activities

( 30,150,000 )

( 201,000,007 )

Cash Flows from Financing Activities:

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Proceeds from sale of Private Placements Warrants

Proceeds from promissory note - related party

Advance from related party

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Net Change in Cash

( 1,088,906 )

Cash – Beginning

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Non-Cash Investing and Financing Activities:

Offering costs included in accrued offering costs

Remeasurement of Class A ordinary shares to redemption amount

Deferred offering costs paid through promissory note – related party

Accretion of Class A ordinary shares to redemption value

Deferred offering costs included in accrued offering costs

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

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The Company has selected December 31 as its fiscal year end.

The registration statement for the Initial Public Offering was declared effective on December 12, 2024.

On December 16, 2024, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units offered, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 200,000,000 , which is discussed in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 7,385,000 private placement warrants (the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant, in a private placement to the Company’s Sponsor, Roman DBDR Acquisition Sponsor II LLC (the “Sponsor”) and to B.

The registration statement for the Initial Public Offering was declared effective on December 12, 2024 (“IPO Registration Statement”).

On December 16, 2024, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units,” and, with respect to the Class A ordinary shares included in the Units offered, the “Public Shares,” and, with respect to the public warrants included in the Units offered, the “Public Warrants”), at $ 10.00 per Unit, generating gross proceeds of $ 200,000,000 , which is discussed in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 7,385,000 private placement warrants (the “Private Placement Warrants,” together with the Public Warrants, the “Warrants”) at a price of $ 1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Roman DBDR Acquisition Sponsor II LLC (the “Sponsor”) and to B.

Riley Securities (“B.

Riley”), the representative of the underwriters of the Initial Public Offering, generating gross proceeds of $ 7,385,000 , which is described in Note 4.

Transaction costs related to the IPO amounted to $ 4,728,515 , consisting of $ 4,000,000 of cash underwriting fees and $ 728,515 of other offering costs.

Transaction costs related to the IPO and the full exercise of the over-allotment option amounted to $ 5,328,515 , consisting of $ 4,600,000 of cash underwriting fees and $ 728,515 of other offering costs.

On January 23, 2025, the underwriters exercised the over-allotment option in full, and on January 27, 2025, purchased an additional 3,000,000 Units pursuant to the full exercise of the over-allotment option.

The over-allotment Units were sold at an offering price of $ 10.00 per share, generating gross proceeds to the Company of $ 30,000,000 .

In connection with the closing of the over-allotment option, the Sponsor and B.

In connection with the full exercise of the over-allotment option, the Sponsor and B.

Riley purchased an additional 750,000 Private Placement Warrants in the aggregate at a price of $ 1.00 per Private Placement Warrant, generating total gross proceeds of $ 750,000 .

Following the closing of the over-allotment option and the sale of additional Private Placement Warrants, an aggregate amount of $ 30,150,000 was deposited into the Trust Account (as defined below).

Following the full exercise of the over-allotment option and the sale of additional Private Placement Warrants, an aggregate amount of $ 30,150,000 was deposited into the Trust Account (as defined below).

On January 31, 2025, the Company announced that, commencing on February 3, 2025, the holders of the Units issued in the Initial Public Offering may elect to separate the Public Shares and the Public Warrants included in the Units.

No fractional Public Warrants were issued upon separation of the Units and only whole Public Warrants trade.

Any Units not separated continue to trade on The Nasdaq Global Market under the symbol “DRDBU.” The Public Shares and the Public Warrants trade on The Nasdaq Global Market under the symbols “DRDB” and “DRDBW,” respectively.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (excluding taxes payable) at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination 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 of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully effect a Business Combination.

ROMAN DBDR ACQUISITION CORP.

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DECEMBER 31, 2025

Following the closing of the Initial Public Offering on December 16, 2024, an amount of $ 201,000,000 ($ 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.

There is no assurance that the Company will be able to successfully effect a Business Combination.

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.

The funds will be invested only in U.S.

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Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s Public Shareholders.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Public Shares (“Public Shareholders”).

The Company will provide the Company’s Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer.

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DECEMBER 31, 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;

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;

(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 Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

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.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

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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 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 such quarterly report on October 23, 2025.

On November 5, 2025, the Company received a notice from Nasdaq confirming 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 December 31, 2024, the Company had cash of $ 1,271,928 not held in 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 December 31, 2025, the Company had cash of $ 183,022 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ROMAN DBDR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

2 unchanged sentences

Emerging Growth Company Status

ROMAN DBDR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

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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 $ 1,271,928 in cash and no cash equivalents as of December 31, 2024.

The Company had $ 183,022 and $ 1,271,928 in cash and no cash equivalents as of December 31, 2025 and 2024, respectively.

Investments Held in Trust Account

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

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

Treasury Bills.

The Company accounts for its investments held in trust account as trading securities under ASC 320, “Investments—Debt and Equity Securities,” where securities are presented at fair value in the accompanying balance sheets.

Unrealized gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the Company’s statement of operations.

The Company accounts for its investments held in the Trust Account as trading securities under ASC 320, “Investments—Debt and Equity Securities,” where securities are presented at fair value in the accompanying balance sheets.

Unrealized gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the Company’s statement of operations.

ROMAN DBDR ACQUISITION CORP.

7 unchanged sentences

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.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares.

Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ equity as Public and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Class A ordinary shares.

Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ equity as Public Warrants and Private Placement Warrants after management’s evaluation was classified as equity.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

5 unchanged sentences

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

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

As of December 31, 2025 and 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.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

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

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

ROMAN DBDR ACQUISITION CORP.

5 unchanged sentences

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheets dates.

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.

Warrant Instruments

The Company accounted for the 10,000,000 public warrants (the “Public Warrants”) included in the Units issued in connection with the Initial Public Offering and 7,385,000 Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

The Company accounted for the 11,500,000 Public Warrants included in the Units issued in connection with the Initial Public Offering and the full exercise of the over-allotment option and 8,135,000 Private Placement Warrants issued in connection with the Initial Public Offering and related private placement and the full exercise of the over-allotment option and related private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

5 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 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 balance sheet.

Accordingly, as of December 31, 2025 and 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 balance sheets.

ROMAN DBDR ACQUISITION CORP.

1 unchanged sentence

DECEMBER 31, 2025

As of December 31, 2024, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

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

Gross proceeds

6 unchanged sentences

Class A ordinary shares subject to possible redemption, December 31, 2024

Proceeds allocated to Public Warrants

Class A ordinary shares issuance at cost

Gross proceeds from exercise of Over-allotment Units

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, December 31, 2025

Net Income Per Ordinary Share

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

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

Net income per ordinary share is computed by dividing net income 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.

The calculation of diluted loss 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 calculation of diluted net 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.

1 unchanged sentence

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

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

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

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):

For the Period from July 25,

For the Year Ended

2024 (inception) through

Basic and diluted net income per ordinary share

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic weighted average shares outstanding

Basic and diluted net income per ordinary share

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance

ROMAN DBDR ACQUISITION CORP.

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DECEMBER 31, 2025

and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The adoption of this ASU required the Company to provide additional disclosure, but otherwise it does not materially impact the accompanying financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

This standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions, and will be effective for public companies for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of this ASU on its financial statements.

Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Pronouncements

In December 2023 FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures”, which amends ASC 740, “Income Taxes”, to improve the transparency and decision usefulness of income tax disclosures for all entities subject to income taxes for the fiscal years beginning after December 31, 2024.

The Company evaluated requirements for the new standard and determined that they are not applicable as it is not subject to income taxation.

Other than as described above, management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, on December 16, 2024, the Company sold 20,000,000 Units at a purchase price of $ 10.00 per Unit.

Pursuant to the full exercise of the over - allotment option, on January 27, 2025, the Company sold an additional 3,000,000 Units at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share and one -half of one redeemable warrant.

1 unchanged sentence

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 December 31, 2024, there were 17,385,000 warrants outstanding, including 10,000,000 Public Warrants and 7,385,000 Private Placement Warrants.

As of December 31, 2025 and 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.

5 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.

Under the terms of the 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 registration statement for the Initial Public Offering 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.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60) business day after the closing of the initial Business

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.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

ROMAN DBDR ACQUISITION CORP.

1 unchanged sentence

DECEMBER 31, 2025

Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement.

16 unchanged sentences

Riley purchased 2,500,000 Private Placement Warrants.

Simultaneously with the full exercise of the over - allotment option on January 27, 2025, the Sponsor and B.

Riley purchased an aggregate of 750,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $ 11.50 per share, at a price of $ 1.00 per warrant, or $ 750,000 in the aggregate in a private placement.

Of those 750,000 Private Placement Warrants, the Sponsor purchased 375,000 Private Placement Warrants and B.

Riley purchased 375,000 Private Placement Warrants.

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

8 unchanged sentences

Founder Shares

On July 25, 2024, the Company issued an aggregate of 7,666,667 Founder Shares to the Sponsor for an aggregate purchase price of $ 25,000 , or approximately $ 0.003 per share.

Up to 1,000,000 of the Founder Shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised.

The Sponsor has agreed not to transfer, assign or sell any of their 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.

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”).

Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.

On July 25, 2024, the Company issued an aggregate of 7,666,667 Founder Shares to the Sponsor for an aggregate purchase price of $ 25,000 , or approximately $ 0.003 per share, including up to 1,000,000 of the Founder Shares that were subject to surrender by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised.

The over - allotment option was exercised in full on January 27, 2025.

ROMAN DBDR ACQUISITION CORP.

1 unchanged sentence

DECEMBER 31, 2025

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.

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”).

Promissory Note — Related Party

1 unchanged sentence

The loan was non-interest bearing, unsecured and due at the earlier of March 31, 2025 or the closing of the Initial Public Offering.

As of December 16, 2024, the Company had borrowed $300,000 under the promissory note.

Prior to the closing date of the IPO, the Company had borrowed $ 300,000 under the promissory note.

The Company repaid the entire outstanding balance of the note at the closing of the Initial Public Offering on December 16, 2024.

Borrowings under the note are no longer available.

On December 16, 2025, the Company issued a promissory note to the Sponsor in an amount of up to $ 200,000 for working capital needs.

The note bears no interest and is repayable on the earlier of (a) the date that Company consummates the Company’s initial business combination and (b) the date of the liquidation of the Company.

The full amount of the promissory note was drawn and outstanding as of December 31, 2025.

Administrative Services Agreement

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.

As of December 31, 2024, the Company incurred $ 4,838 of administrative services fees which was included in accrued expenses in the accompanying balance sheet.

The Company incurred and paid $ 120,000 for administrative services for the year ended December 31, 2025.

For the period from July 25, 2024 (inception) through December 31, 2024, the Company incurred $ 4,838 of administrative services fees which was included in accrued expenses in the accompanying balance sheet.

Related Party Loans

4 unchanged sentences

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2024, no such Working Capital Loans were outstanding.

COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation in the Middle East.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation in the Middle East and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

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

ROMAN DBDR ACQUISITION CORP.

1 unchanged sentence

DECEMBER 31, 2025

COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control.

The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in 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 the military conflicts in Ukraine and the Middle East.

The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

Registration Rights

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 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 the Roman II Registration Rights Agreement signed on the effective date of the Initial Public Offering.

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

2 unchanged sentences

Underwriting Agreement

The underwriters have a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any.

Under the underwriting agreement (“Underwriting Agreement”), the underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any.

On January 23, 2025, the underwriters exercised the over-allotment option in full.

6 unchanged sentences

Pursuant to the terms of the Business Combination marketing agreement, no fee will be due if the Company does not complete an initial Business Combination.

SHAREHOLDERS’ EQUITY

ROMAN DBDR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

SHAREHOLDERS’ (DEFICIT) EQUITY

Preference Shares

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

At December 31, 2024, there were no preference shares issued or outstanding.

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

At December 31, 2025 and 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 December 31, 2024, there were 7,666,667 Class B ordinary shares issued and outstanding

As of December 31, 2025 and 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.

1 unchanged sentence

DECEMBER 31, 2025

share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

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

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.

11 unchanged sentences

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

ROMAN DBDR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Observable inputs other than Level 1 inputs.

1 unchanged sentence

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

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

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

Investments held in Trust Account

Fair value of over-allotment liability

The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet.

Fair value of over-allotment option liability

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

Treasury Bills.

The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheets.

The over-allotment option liability is measured at fair value at December 31, 2024 and on a recurring basis, with changes in fair value presented within change in fair value of over-allotment option liability in the statement of operations.

The Company used a Black-Scholes model to value the over-allotment option.

The Company used a Black-Scholes model to value the over-allotment option liability.

The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models and assumptions related to expected share-price volatility, expected life and risk-free interest rate.

3 unchanged sentences

The expected life of the over-allotment option is assumed to be equivalent to its remaining contractual term.

The key inputs into the Black-Scholes model were as follows at initial measurement of the over-allotment option:

The key inputs into the Black-Scholes model were as follows at initial measurement and the date of the full exercise of the over-allotment option:

Risk-free interest rate

22 unchanged sentences

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

As of December 31, 2024, the Company had not commenced any operations.

As of December 31, 2025 and 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.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, which are held in Trust Account, and non-operating income or expense from the changes in the fair value of over-allotment liability, which is not considered a measure of financial performance used by the CODM.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, which are held in the Trust Account, and non-operating income or expense from the changes in the fair value of over-allotment option liability, which is not considered a measure of financial performance used by the CODM.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

For the Period from June 10,

2024 (Inception) Through and At

For the Period from July

For the Year Ended

25, 2024 (Inception) Through

December 31, 2025

December 31, 2024

General and administrative expenses

Interest earned on the Trust Account

The key measures of segment profit or loss reviewed by our CODM are interest earned on investment in Trust Account and formation and operating expenses.

The CODM reviews interest earned on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

The key measures of segment profit or loss reviewed by our CODM are interest earned on investment in the Trust Account and formation and operating expenses.

The CODM reviews interest earned on investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

Within the operating expenses, the CODM specifically reviews professional service fees, which are a significant segment expense, and include legal fees and advisory fees.

6 unchanged sentences

SUBSEQUENT EVENTS

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

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

On January 23, 2025, the underwriters exercised the over-allotment option in full, and on January 27, 2025, purchased an additional 3,000,000 Over-allotment Units pursuant to the full exercise of the over-allotment option.

The Over-allotment Units were sold at an offering price of $ 10.00 per share, generating gross proceeds to the Company of $ 30,000,000 .

In connection with the closing of the over-allotment option, the Company’s sponsor and B.

Riley Securities, Inc., the representative of the IPO underwriters, purchased an additional 750,000 private placement warrants in the aggregate at a price of $ 1.00 per warrant, generating total gross proceeds of $ 750,000 .

Following the closing of the over-allotment option and the sale of additional private placement warrants, an aggregate amount of $ 30,150,000 was deposited into the Company’s trust account established in connection with the IPO.

No fractional Public Warrants were issued upon separation of the Units and only whole Public Warrants trade.

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

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

On February 16, 2026, the Company issued a promissory note to the Sponsor in an amount of up to $ 300,000 for working capital needs.

The note bears no interest and is repayable on the earlier of (a) the date that the Company consummates an initial business combination and (b) the date of the liquidation of the Company.

$ 280,000 was drawn and outstanding as of date of this report.

On February 16, 2026, the Company entered in a consulting agreement with the ICR LLC (“ICR”) to provide certain services related to the initial Business Combination.

ICR’s compensation consists of the following:

● $ 25,000 per month continuing until the completion of the initial Business Combination;

● a transaction fee tied to redemption outcomes at the completion of the initial Business Combination, ranging from $ 150,000 to $ 300,000 payable in the case of successful completion of initial Business Combination;and

● a fully discretionary bonus of $ 100,000 , payable in full or in part at the sole discretion of the Company based on performance.

On February 27, 2026, the Company entered into Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “ThomasLloyd Business Combination Agreement”) with (i) 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”), and (ii) each of the holders of ThomasLloyd’s outstanding ordinary shares as named in the Business Combination Agreement (the “Sellers”).

TL Topco PLC, a public limited company to be incorporated under the laws of England and Wales (“PubCo”) and ThomasLloyd Climate Solutions Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of PubCo (“Merger Sub” and, together with PubCo, the “PubCo Parties” and each, a “PubCo Party”), will become parties to the ThomasLloyd Business Combination Agreement following the formation of PubCo.

Pursuant to the ThomasLloyd Business Combination Agreement, the Company will merge with and into Merger Sub, with Merger Sub continuing as the Surviving Company and a direct, wholly owned subsidiary of PubCo (“Merger”).

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 the Company’s 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.

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”).

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).

The ThomasLloyd Business Combination is expected to close in the third quarter of 2026 (“Closing Date”), following the receipt of the requisite approvals of the Company’s shareholders and ThomasLloyd’s shareholders and the fulfillment of other customary closing conditions.

ROMAN DBDR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Sponsor Support Agreement

Concurrently with the execution of the ThomasLloyd Business Combination Agreement, the Company, the Sponsor, and ThomasLloyd entered into the Sponsor Support Agreement, pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the ThomasLloyd Business Combination Agreement, the Merger, and each other proposal related to the transactions contemplated under the ThomasLloyd Business Combination Agreement (“Transactions”), and against any alternative transactions or agreements that would impede, hinder, interfere with, delay, postpone, frustrate, prevent or nullify the Transactions, (ii) not redeem any Subject Shares (as defined in the Sponsor Support Agreement) in connection with the Transactions, (iii) be bound by certain other covenants and agreements related to the ThomasLloyd Business Combination, (iv) be bound by certain transfer restrictions with respect to its shares in the Company prior to the expiration time of the Sponsor Support Agreement, (v) be subject to the restrictions contemplated by the ThomasLloyd Lock-Up Agreement (as defined below), (vi) waive anti-dilution protections with respect to the conversion of the Compnay’s Class B Ordinary Shares, (vii) convert each of the Company’s Class B Ordinary Shares into one Class A Ordinary Share of the Company, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement, (viii) waive any appraisal rights to dissent from the Transactions, and (viii) not amend, terminate or modify the Insider Letter (as defined in the Sponsor Support Agreement) without ThomasLloyd’s prior written consent.

PubCo will become a party to the Sponsor Support Agreement by executing a signature page thereto.

ThomasLloyd Registration Rights Agreement

In connection with the Transactions, PubCo, the Company, the Sponsor, and certain shareholders of the Company and ThomasLloyd will enter into the ThomasLloyd Registration Rights Agreement.

Pursuant to the ThomasLloyd Registration Rights Agreement, among other things, PubCo will agree that, within thirty (30) days following the Closing Date, PubCo will file with the SEC a registration statement registering the resale of certain PubCo Shares held by or issuable to the parties thereto (such registration statement, the “ThomasLloyd Resale Registration Statement”), and PubCo will use its commercially reasonable efforts to have the ThomasLloyd Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) sixty (60) days following the filing (or ninety (90) days if the SEC reviews the ThomasLloyd Resale Registration Statement) and (ii) seven (7) business days after the SEC notifies PubCo that the ThomasLloyd Resale Registration Statement will not be reviewed.

Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands.

The ThomasLloyd Registration Rights Agreement also provides for liquidated damages payable to holders if PubCo fails to file or have declared effective the ThomasLloyd Resale Registration Statement within the required timeframes.

The ThomasLloyd Registration Rights Agreement amends and restates the Roman II Registration Rights Agreement that was entered into by the Company, the Sponsor and B.

Riley, in connection with the Initial Public Offering.

The ThomasLloyd Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the ThomasLloyd Registration Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no longer holds any Registrable Securities (as defined therein).

ThomasLloyd Lock-Up Agreement

In connection with the consummation of the Transactions, the Sponsor and the ThomasLloyd Shareholders will enter into the ThomasLloyd Lock-Up Agreement with PubCo.

Pursuant to the ThomasLloyd Lock-Up Agreement, the Sponsor and certain ThomasLloyd Shareholders will agree not to effect any transfer, sale or distribution (except for certain permitted transfers) of any PubCo Shares held by such holder after the Closing until the earlier of 180 days after the Closing Date or the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction which results in all of the shareholders of PubCo having the right to exchange their PubCo Shares for cash, securities or other property.

ROMAN DBDR ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Amended and Restated Business Combination Marketing Agreement

In connection with the signing of the ThomasLloyd Business Combination Agreement, the Company, ThomasLloyd and B.

Riley entered into an Amended and Restated Business Combination Marketing Agreement, which amended and restated the Business Combination Marketing Agreement, dated December 12, 2024, by and between the Company and B.

Pursuant to the Amended and Restated Business Combination Marketing Agreement, B.

Riley will provide certain advisory, marketing and capital markets services to the Company in connection with certain business combinations, including the ThomasLloyd Business Combination.

As consideration for such services, the Company has agreed to pay B.

Riley a fee equal to 4.5 % of the gross proceeds received by the Company from the sale of its equity securities in the Initial Public Offering, including any proceeds from the full exercise of the underwriters’ over-allotment option (the “Fee”).

In connection with the ThomasLloyd Business Combination, the Fee will be structured and calculated based on the gross proceeds available to PubCo at the Closing, including proceeds retained from the Trust Account following the redemption deadline, proceeds from any PIPE Financing and proceeds from any other sources (collectively the “Gross Proceeds”) as follows:

30 % of the Gross Proceeds on the first $ 10.0 million of Gross Proceeds;

10 % of the incremental Gross Proceeds exceeding $ 10.0 million, up to the total amount of the Fee.

If all or any portion of the Fee is not paid in full at Closing, PubCo is obligated to enter into a committed equity facility (the “CEF”) with B.

Riley or its affiliate immediately upon the Closing, as described below.

If the Fee has not been paid in its entirety at Closing or subsequent to the Closing, subject to certain conditions, the Company has agreed to maximize its use of the CEF, subject to customary ownership and volume limitations, and to pay B.

Riley 30 % of the net proceeds raised under the CEF until the Fee is paid in full.

If the Fee has not been paid in full by the twelve-month anniversary of the Closing, PubCo will be required to pay the remaining unpaid balance in cash.

In addition, PubCo has granted B.

Riley the right to serve in the following capacities in certain capital markets transactions:

(1) as lead distribution agent for any at-the-market offering (with a commission of 2.0 % of gross proceeds) for 24 months following the Closing, and (2) until the Fee is paid in full, as joint lead underwriter and joint lead bookrunner for any public offerings (with equal economics to other joint lead underwriters) and placement agent for any private offerings.

EXHIBIT INDEX

2 unchanged sentences

Business Combination Marketing Agreement, dated December 12, 2024 by and between the Company and B.

Amended and Restated Business Combination Marketing Agreement, dated February 27, 2026 by and between the Company, ThomasLloyd Climate Solutions B.V.

Riley Securities, Inc.

Business Combination Agreement, dated as of February 27, 2026, by and among the Company, ThomasLloyd Climate Solutions B.V., and the holders of ThomasLloyd’s outstanding ordinary shares named in the Business Combination Agreement.

Amended and Restated Memorandum and Articles of Association of the Company.

13 unchanged sentences

Form of Indemnity Agreement.

Offer Letter, dated October 1, 2025, between the Company and John J.

Promissory Note dated February 16, 2026, issued to the Sponsor.*

Sponsor Support Agreement, dated as of February 27, 2026, by and among the Company, ThomasLloyd Climate Solutions B.V., and the Sponsor.

Form of ThomasLloyd Registration Rights Agreement.

Form of ThomasLloyd Lock-Up Agreement.

Code of Ethics.

24 unchanged sentences

Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 17, 2024.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 3, 2025.

Incorporated by reference to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2025.

Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 27, 2026.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 4, 2026

3 unchanged sentences

Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Chairman of the

17 unchanged sentences

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-K

Item 9A. Controls and Procedures