Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
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
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.
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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
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.
Item 9B. Other Information.
Trading Arrangements
During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “ Rule 10b5-1 trading arrangement ” or any “ non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408(a) of Regulation S-K.
Additional Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
As of the date of this Report, our directors and officers are as follows:
Name
Age
Position
Dixon Doll, Jr.
58
Chairman of the Board of Directors and Chief Executive Officer
John J. Birmingham
52
Chief Financial Officer
Dr. Donald G. Basile
60
Chief Technology Officer
James Nelson
76
Director
James Nevels
74
Director
Bryn Sherman
58
Director
Michael Woods
58
Director
The experience of our directors and executive officers is as follows:
Dixon Doll, Jr. — Chairman and Chief Executive Officer
Dixon Doll, Jr. has served as our Chief Executive Officer and as Chairman of our Board since inception. Mr. Doll was founder and co-CEO of Roman DBDR Tech Acquisition Corp. (“Roman DBDR I”) from August 2020 through April 2023. Mr. Doll guided Roman DBDR I through its successful business combination with CompoSecure (Nasdaq: CMPO), a leading payment cards company. Mr. Doll is also a private investor in Silicon Valley acting as Managing Director at Longstreet Ventures, Inc., a Venture Seed Fund and Incubator since 2003. He has invested in numerous startups in the FinTech, media and sports industries. He is also a limited partner in Lightshed Ventures, an early-stage media and telecom venture fund based in New York and was a founding investor in the newly created TGL Golf league and its Bay Area TGL sports team. Mr. Doll is also a limited partner in Avenue Sports Fund, a fund operated by Mark Lasry that invests in professional sports franchises. In addition, he is a limited partner in multiple DCM Funds since 2002. He is also a limited partner in Ten Eleven Ventures, a cybersecurity fund backed by KKR. He is an investor in Focus Ventures, a fund to funds firm that has invested directly in several of the top funds in Silicon Valley including TCV, True Ventures, Storm Ventures, Shasta, Sierra Venture, Founders Circle and Menlo Ventures. He is also a limited partner in Montage Capital, a debt equity fund, in Silicon Valley since 2012, and a limited partner in Venezia FC, a Series A Italian pro soccer sports team, since 2024. Mr. Doll formerly served as the Chief Executive Officer and founder of DBM Cloud Systems, Inc. from January 2016 through its acquisition by Nasuni in May 2022. From July 2009 to January 2014, Mr. Doll served as the Chief Operating Officer and as a director of Violin Memory, Inc. which went public on the NYSE in 2013. He has also previously worked as the Senior Vice President of Sales and Corporate Development at FusionIO from February 2008 to February 2009 where he also invested in the seed stage. Fusion listed on the NYSE in 2011. He was Vice President of Corporate Development of NEON, a leading public middleware company from May 1998 to July 2001 when it was acquired by Sybase. He was Vice President of Corporate Development of Recourse Technologies from July 2001 to August 2002, and was a Business Development Manager at Oracle Alliances Division from September 1994 to May 1998. Mr. Doll received his BA from Georgetown University and an MBA from the University of Michigan Ross School. We believe Mr. Doll is well qualified to serve on our Board due to his extensive experience in venture capital and private equity.
John J. Birmingham — Chief Financial Officer
John J. Birmingham has served as our Chief Financial Officer since October 2025. Mr. 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. Mr. 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. Mr. Birmingham is a certified public accountant and earned his B.S.B.A. with Concentration in Accounting from the University of Richmond.
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Dr. Donald G. Basile — Chief Technology Officer
Dr. Donald G. Basile has served as our Chief Technology Officer since inception. Dr. Basile has served as an executive, investor or board member in Silicon Valley companies for over twenty years. Dr. Basile also served as Chairman and Co-Chief Executive for Roman DBDR I, from August 2020 through April 2023. Dr. Basile guided Roman DBDR I through its successful Business Combination with CompoSecure (Nasdaq: CMPO), a leading payment cards company. Dr. Basile has also served as an executive officer and director at Monsoon Blockchain Corporation since November 2019. Dr. Basile has been an investor in Silicon Valley venture stage companies since 1999 through various private vehicles. Dr. Basile previously served as a director of Violin Memory, Inc. from April 2009 to January 2014 and as its Chief Executive Officer from April 2009 to December 2013. He also served as Chief Executive Officer of FusionIO from January 2008 to March 2009 and as its Chairman from July 2006 to March 2009. Dr. Basile previously worked at AT&T Bell Labs, IBM, United Health Group and Lenfest Group (acquired by Comcast) and served as Managing Director of Raza Foundries and Vice President of Raza Microelectonics (RMI).
James Nelson — Director
James Nelson serves as a member of our Board since December 2024. Since July 2021, Mr. Nelson has served as a director of Chewy, Inc. (NYSE: CHWY), an online retailer of pet food and other pet-related products, and is currently Chairman of its audit committee. Since March 2024, Mr. Nelson has been Senior Advisor to MGM Resorts International (NYSE: MGM), a global gaming and entertainment company. Between July 2017 and March 2024, Mr. Nelson served as Chief Executive Officer of Global Net Lease, Inc. (NYSE: GNL), a real estate investment trust, and also served as a director between March 2017 and March 2024. From 2021 to 2023, Mr. Nelson served as a director of Xerox Holdings Corporation (Nasdaq: XRX), a technology product and services company, and as its Chairman from 2022 to 2023. From March 2019 to October 2020, Mr. Nelson served as a director and member of the Audit Committee of Caesars Entertainment Corporation (Nasdaq: CZR), a hotel and casino entertainment company, and from April 2014 to January 2021, he was a director of Herbalife Nutrition Ltd. (NYSE: HLF), a nutritional products retailer. Mr. Nelson also served as a director of multiple public and private companies including: Roman DBDR I from November 2020 to December 2021; Icahn Enterprises G.P., Inc., the general partner of Icahn Enterprises L.P., a diversified holding company (Nasdaq : IEP) from June 2001 to March 2019; New York REIT, Inc. from November 2015 to June 2017; and Voltari Corporation from June 2011 through September 2015. We believe Mr. Nelson is well qualified to serve on our Board due to his extensive operating and strategic experience.
James Nevels — Director
James Nevels has served as a member of our Board since December 2024. Since January 2022, Mr. Nevels has served as the founder and Managing Partner of Unicorn Partners, a corporate governance advisory firm. Between November 2007 and May 2017, Mr. Nevels was the Chairman of The Hershey Company, a fast moving consumer product goods company. Previously, Mr. Nevels founded the Swarthmore Group, an investment advising company, and served as the Chairman of both the Philadelphia School Reform Commission and the Advisory Committee to the Pension Benefit Guaranty Corporation. He also served as Chair and member of the Board of the Federal Reserve Bank of Philadelphia and as a Trustee of the Pro Football Hall of Fame. Mr. Nevels received an undergraduate degree (A.B.) from Bucknell University, and a J.D. and MBA from The University of Pennsylvania Law School and The Wharton School (Graduate Division). We believe Mr. Nevels is well qualified to serve on our Board due to his deep business knowledge and vast network of relationships.
Bryn Sherman — Director
Bryn Sherman has served as a member of our Board since December 2024. Since July 2009, Ms. 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. Ms. Sherman is a member of the Private Directors Association, the National Association of Corporate Directors, the American Bankruptcy Institute and Women in Real Estate. 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. Ms. Sherman received a bachelor’s degree from the University of Wisconsin-Madison and a J.D. from the University of Miami. We believe Ms. Sherman is well qualified to serve on our board due to her strategic expertise and deep business knowledge.
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Michael Woods — Director
Michael Woods has served as a member of our Board since December 2024. Since 2019, Mr. Woods has served as the President and Managing Member of Woods Capital, LLC, a global advisory firm focused on institutionally based financial structures and modeling, capital solutions and real estate development. He is also a partner of Carbon Quest Solutions, an environmental credit advisory firm, since 2022, and also a board member of the CROVER Group, a Sri Lankan global real estate firm focused on resort communities, since April 2022. Mr. Woods is also a Senior Advisor of KingsRock Advisors, an advisory firm focused on capital and financial solutions. He is also a member of the Board of Directors, and the Chair of the Finance Committee for the Business Council for International Understanding based in New York City and Washington, DC, since 2016, and a Board Member and Chair of the Development and Communications Committee of The Korea Society based in New York City since 2019. Mr. Woods is a member of both The Leadership Council and the Small Business Technology Council for the National Small Business Association (NSBA) in the U.S., and a member of the Global Executive Consultation Group of the Blue Dot Network, a division of the Organization for Economic Cooperation and Development (OECD) based in Paris since 2023. Mr. Woods is the Chair of the Long Island Chapter for Tiger 21, a global peer-to-peer learning community of entrepreneurs, wealth creators, and investors. Previously, Mr. Woods also served as the Chief Executive Officer and Chief Operating Officer of Rothschild & Co. Asset Management U.S., Inc., the Chief Executive Officer of DWS Investments, and the head of the Americas, Global Client Group at Deutsche Asset & Wealth Management between 2009 and 2018. Mr. Woods was also a director of Roman DBDR I between November 2020 and December 2021. Mr. Woods is a 2018 honoree of the “New York Responsible 100 Award” and a member within the “Top 100 Innovators & Entrepreneurs Magazine” for 2023. Mr. Woods received a bachelor’s degree from Taylor University. We believe Mr. Woods is well qualified to serve on our board due to his significant operational and financial experience.
Gary LaDrido — Special Advisor
Gary LaDrido has served as our special advisor since December 2024. Mr. LaDrido is the Founder and Managing Partner of DCB Sports since 2023 which is co-owner of The Bay Golf Club of the TGL (Tiger Woods and Rory McElroy’s new golf league), Venezia FC of the Italian Football League and the Big3 Basketball Los Angeles expansion team. Mr. LaDrido is Chairman of the Board of Guild Esports since 2024, which was founded and co-owned by David Beckham and also recently joined the Board of Directors of the Los Angeles Sports Council ahead of LA28. Previously Mr. LaDrido worked in renewables and sustainability and is an experienced energy transition and climate tech investor and advisor.
Family Relationships
There are no family relationships between or among any of our directors or executive officers.
Involvement in Certain Legal Proceedings
As of the date of this Report, there are no material proceedings to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has a material interest adverse to our Company.
Number and Terms of Office of Officers and Directors
Our Board consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on the appointment and removal of directors; Public Shareholders are not entitled to vote on such matters during such time. These provisions of our Amended and Restated Charter relating to these rights of holders of Class B Ordinary Shares may be amended by a Special Resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company.
In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which consists of James Nevels and Michael Woods, will expire at our first annual general meeting. The term of office of the second class of directors, which consists of James Nelson and Bryn Sherman, will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Dixon Doll, Jr., will expire at the third annual general meeting.
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Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Charter.
Committees of the Board of Directors
Our Board has established two standing committees: the Audit Committee and a compensation committee (the “Compensation Committee”). Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our Board and has the composition and responsibilities described below.
Audit Committee
Our Board has established the Audit Committee. James Nelson, Bryn Sherman and James Nevels serve as the members of our Audit Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. James Nelson, Bryn Sherman and James Nevels are each independent.
Mr. Nelson serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board has determined that Mr. Nelson qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
We have adopted a charter of the Audit Committee, which details the principal functions of the Audit Committee, including:
● assisting with Board oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s qualifications and independence, and (iv) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;
● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;
● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
● 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 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; and
● advising the Board and any other Board committees if the clawback provisions of Rule 10D-1 under the Exchange Act (the “SEC Clawback Rule”) are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule.
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Compensation Committee
Our Board has established the Compensation Committee. The members of our Compensation Committee are James Nevels, Michael Woods and Bryn Sherman. Mr. Nevels serves as chair of the Compensation Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. James Nevels, Michael Woods and Bryn Sherman are each independent. We have adopted a charter of the Compensation Committee, which details the principal functions of the Compensation Committee, including:
● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to Board approval of all of our other officers;
● reviewing our executive compensation policies and plans;
● implementing and administering our incentive compensation equity-based remuneration plans;
● assisting Management in complying with our proxy statement and annual report disclosure requirements;
● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
● producing a report on executive compensation to be included in our annual proxy statement;
● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and
● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy (as defined below), with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule.
The charter provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Director Nominations
We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our Board. Our Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are James Nelson, James Nevels, Bryn Sherman and Michael Woods. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
The Board also considers director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our Board should follow the procedures set forth in our Amended and Restated Charter.
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We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, our Public Shareholders will not have the right to recommend director candidates for nomination to our Board.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics, applicable to our directors, officers and employees (the “Code of Ethics”). A copy of the Code of Ethics and the charters of the committees of our Board of Directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics, a copy of which is attached hereto as Exhibit 14 and is incorporated herein by reference.
Trading Policies
We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable Nasdaq Rules (the “Insider Trading Policy”).
The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.
Compensation Recovery and Clawback Policy
Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers. The SEC has also adopted the SEC Clawback Rule that directs national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results.
We have adopted the Executive Compensation Clawback Policy (the “Clawback Policy”) in order to comply with the SEC Clawback Rule and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608 (the “Nasdaq Clawback Rules”).
The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the SEC Clawback Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the Nasdaq Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.
The foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Clawback Policy, a copy of which is attached hereto as Exhibit 97 and is incorporated herein by reference.
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Item 11. Executive Compensation.
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;
● Payment of consulting, success, advisory or finder’s fees to our Sponsor, officers, directors, advisors, or their respective affiliates in connection with the consummation of our initial Business Combination;
● Receipt by our independent directors for their services of an indirect interest in the Founder Shares through membership interests in our Sponsor;
● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;
● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; and
● Repayment of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.
Our independent directors will receive for their services as a director an indirect interest in the Founder Shares through membership interests in our Sponsor.
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, including the ThomasLloyd 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.
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.
We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination; although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business, but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 4, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:
● each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;
● each of our executive officers and directors that beneficially owns our Ordinary Shares; and
● all our executive officers and directors as a group.
In the table below, percentage ownership is based on 30,666,667 shares of our Ordinary Shares, consisting of (i) 23,000,000 Class A Ordinary Shares and (ii) 7,666,667 Class B Ordinary Shares, issued and outstanding as of March 4,2026. On all matters to be voted upon, except for (x) the appointment and removal of directors to the Board prior to or in connection with the completion of our initial Business Combination and (y) continuing our Company in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Prior to the consummation of our initial Business Combination, only holders of Class B Ordinary Shares have the right to vote on the appointment and removal of directors and to vote to continue our Company in a jurisdiction outside of the Cayman Islands. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these Private Placement Warrants are not exercisable within 60 days of the date of this Report.
Class A Ordinary Shares
Class B Ordinary Shares
Approximate
Number of
Number of
Percentage
Shares
Approximate
Shares
Approximate
of Total
Beneficially
Percentage
Beneficially
Percentage
Outstanding
Name and Address of Beneficial Owner (1)
Owned
of Class
Owned
of Class
Ordinary Shares
Roman DBDR Acquisition Sponsor II LLC(2)(3)
—
—
7,666,667
100
%
25.00
%
Dixon Doll, Jr.(2)(3)
—
—
7,666,667
100
%
25.00
%
Donald G. Basile(2)(3)
—
—
7,666,667
100
%
25.00
%
John J. Birmingham
—
—
—
—
—
James Nelson
—
—
—
—
—
James Nevels
—
—
—
—
—
Bryn Sherman
—
—
—
—
—
Michael Woods
—
—
—
—
—
All officers and directors as a group (7 persons)
—
—
7,666,667
100
%
25.00
%
Other 5% Shareholders
Aristeia Capital, L.L.C.(4)
1,259,400
5.48
%
—
—
4.11
%
Meteora Capital, LLC (5)
1,983,186
8.62
%
—
—
6.47
%
Fort Baker Capital Management LP (6)
1,523,746
6.62
%
—
—
4.97
%
(1) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Roman DBDR Acquisition Corp. II , 9858 Clint Moore Road, Suite 205, Boca Raton, Florida 33496.
(2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment.
(3) Roman DBDR Acquisition Sponsor II LLC, our Sponsor, is the record holder of such Founder Shares. Dixon Doll, Jr., our Chief Executive Officer, and Donald G. Basile, our Chief Technology Officer, are the managing members of our Sponsor, and hold voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Mr. Doll and Dr. 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 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.
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(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
None.
Changes in Control
None. For more information on the ThomasLloyd Business Combination, see Item 1. “Business.”
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On July 25, 2024, our Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in exchange for 7,666,667 Founder Shares. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 23,000,000 Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent 25% of the outstanding Ordinary Shares after the Initial Public Offering. Up to 1,000,000 of the Founder Shares were to be surrendered by our Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised. On January 23, 2025, the underwriters fully exercised the Over-Allotment Option resulting in no Founder Shares being subject to forfeiture.
Our Sponsor and B. Riley purchased an aggregate of 7,385,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $7,385,000 in the aggregate in the Private Placement that closed simultaneously with the Initial Public Offering. Of those Private Placement Warrants, our Sponsor purchased 4,885,000 Private Placement Warrants and B. Riley purchased 2,500,000 Private Placement Warrants. In connection with the closing 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. The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by our Sponsor or its permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by B. Riley and/or their designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8).
Prior to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers, directors, advisors, or their respective affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account.
Commencing on December 13, 2024, and until completion of our initial Business Combination or liquidation, we pay our Sponsor $10,000 per month for certain office space, utilities and secretarial and administrative support pursuant to the Administrative Services Agreement. Under the Administrative Services Agreement, there was $4,838 incurred and included in the Company’s accrued expenses for the year ending December 31, 2025.
On July 25, 2024, the Sponsor agreed to loan us up to $300,000 to cover expenses related to the Initial Public Offering pursuant to the IPO Promissory Note. This loan was non-interest bearing and payable on the earlier of March 31, 2025 or the completion of the Initial Public Offering. On December 16, 2024, upon the consummation of the Initial Public Offering, the IPO Promissory Note was repaid in full at the closing of the Initial Public Offering and the IPO Promissory Note is no longer accessible.
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In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required on a non-interest basis. If we complete an initial Business Combination, we would repay such Working Capital Loans. 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. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.
We have until December 16, 2026, or until such earlier liquidation date as our Board may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to amend our Amended and Restated Charter to extend the date by which we must consummate our initial Business Combination. If we seek shareholder approval for an extension, holders of Public Shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding Public Shares, subject to applicable law.
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, such as such as the ThomasLloyd Registration Statement. 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 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. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial Business Combination. Notwithstanding anything to the contrary, B. Riley make a demand on one occasion and only during the five-year period beginning on the date the sales for the Initial Public Offering commenced. In addition, B. Riley may participate in a “piggy-back” registration only during the seven-year period beginning on the date the sales for the Initial Public Offering commenced. We will bear the expenses incurred in connection with the filing of any such registration statements.
Our Sponsor, directors and officers have also entered into the Letter Agreement, with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if our Sponsor, directors and officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.
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.
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For more information on the agreements entered into in connection with the ThomasLloyd Business Combination, see Item 1. “Business.”
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). We have four “independent directors” as defined in applicable Nasdaq and SEC rules. Our Board has determined that each of James Nelson, James Nevels, Bryn Sherman and Michael Woods are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.
Item 14 . Principal Accountant Fees and Services.
The following is a summary of fees paid CBIZ and Marcum for services rendered.
Audit Fees
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.
Audit-Related Fees
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 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
Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. 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 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
Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).
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PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) The following documents are filed as part of this Report:
(1) Financial Statements
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID Numbers 688 and 199)
F-2
Financial Statements:
Balance Sheets as of December 31, 2025 and 2024
F-4
Statements of Operations for the Year Ended December 31, 2025 and for the Period from July 25, 2024 (Inception) through December 31, 2024
F-5
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
F-6
Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from July 25, 2024 (Inception) through December 31, 2024
F-7
Notes to Financial Statements
F-8
(2) Financial Statement Schedules
All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.
(3) Exhibits
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.
Item 16. Form 10-K Summary.
Omitted at our Company’s option.
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ROMAN DBDR ACQUISITION CORP. II
INDEX TO FINANCIAL STATEMENTS
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID Numbers 688 and 199 )
F-2
Financial Statements:
Balance Sheets as of December 31, 2025 and 2024
F-4
Statements of Operations for the Year Ended December 31, 2025 and for the Period from July 25, 2024 (Inception) through December 31, 2024
F-5
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
F-6
Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from July 25, 2024 (Inception) through December 31, 2024
F-7
Notes to Financial Statements
F-8
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
Roman DBDR Acquisition Corp. II
Opinion on the Financial Statements
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.
New York, NY
March 4, 2026
F-2
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
Roman DBDR Acquisition Corp. II
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”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period from July 25, 2024 (inception) through December 31, 2024, 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 more fully 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. The Company lacks the capital resources that are needed to fund its operations for a reasonable period of time, which is generally considered to be one year from the issuance of the financial statements. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in 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/ Marcum LLP
Marcum LLP
We have served as the Company’s auditor from 2024 to 2025
New York, NY
March 31, 2025
F-3
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
ROMAN DBDR ACQUISITION CORP. II
BALANCE SHEETS
December 31,
December 31,
2025
2024
Assets:
Current assets
Cash
$
183,022
$
1,271,928
Prepaid expenses
125,420
126,979
Reimbursement receivable
9,270
—
Total current assets
317,712
1,398,907
Long-term prepaid insurance
―
98,292
Investments held in Trust Account
241,188,555
201,317,274
Total Assets
$
241,506,267
$
202,814,473
Liabilities and Shareholders’ (Deficit) Equity:
Current liabilities
Accounts payable and accrued expenses
$
895,735
$
20,486
Accrued offering costs
—
2,100
Advance from related party
70
70
Over-allotment option liability
—
279,159
Total current liabilities
895,805
301,815
Promissory note - related party
200,000
―
Total Liabilities
1,095,805
301,815
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 23,000,000 and 20,000,000 shares at redemption value of $ 10.49 and $ 10.06 per share as of December 31, 2025 and 2024, respectively
241,188,555
201,317,267
Shareholders’ (Deficit) Equity
Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
—
—
Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 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 as of December 31, 2025 and 2024
767
767
Additional paid-in capital
—
971,163
(Accumulated Deficit) Retained Earnings
( 778,860 )
223,461
Total Shareholders’ (Deficit) Equity
( 778,093 )
1,195,391
Total Liabilities and Shareholders’ (Deficit) Equity
$
241,506,267
$
202,814,473
The accompanying notes are an integral part of the financial statements.
F-4
Table of Contents
ROMAN DBDR ACQUISITION CORP. II
STATEMENTS OF OPERATIONS
For the Period
From July 25, 2024
For the Year Ended
(Inception) Through
December 31,
December 31,
2025
2024
Operating expenses:
General and administrative expenses
$
2,252,636
$
206,935
Loss from operations
( 2,252,636 )
( 206,935 )
Other income:
Change in over-allotment option liability
268,783
113,129
Interest earned on investments held in Trust Account
9,721,281
317,267
Total other income
9,990,064
430,396
Net income
$
7,737,428
$
223,461
Weighted average Class A ordinary shares outstanding, basic
22,778,082
1,886,792
Basic and diluted net income per Class A ordinary share
$
0.25
$
0.02
Weighted average Class B ordinary shares outstanding, basic
7,666,667
7,666,667
Basic and diluted net income per Class B ordinary share
$
0.25
$
0.02
The accompanying notes are an integral part of the financial statements.
F-5
Table of Contents
ROMAN DBDR ACQUISITION CORP. II
STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY
Retained
Class B
Additional
Earnings
Total
Ordinary Shares
Paid-in
(Accumulated
Shareholders’
Shares
Amount
Capital
Deficit)
Equity (Deficit)
Balance – July 25, 2024 (inception)
—
$
—
$
—
$
—
$
—
Issuance of Class B ordinary shares to Sponsor
7,666,667
767
24,233
—
25,000
Sale of 7,385,000 Private Placement Warrants
—
—
7,385,000
—
7,385,000
FV of Public Warrants at issuance
—
—
1,910,000
—
1,910,000
Allocated value of transaction costs to Class A ordinary shares
—
—
( 80,076 )
—
( 80,076 )
Remeasurement of Class A ordinary shares to redemption amount
—
—
( 8,267,994 )
—
( 8,267,994 )
Net income
—
—
—
223,461
223,461
Balance – December 31, 2024
7,666,667
767
971,163
223,461
1,195,391
Sale of 750,000 Private Placement Warrants
—
—
750,000
—
750,000
Fair Value of Public Warrants at issuance
—
—
286,500
—
286,500
Allocated value of transaction costs to Class A ordinary shares
—
—
4,539
—
4,539
Remeasurement of Class A ordinary shares to redemption amount
—
—
( 2,012,202 )
( 8,739,749 )
( 10,751,951 )
Net income
—
—
—
7,737,428
7,737,428
Balance – December 31, 2025
7,666,667
$
767
$
—
$
( 778,860 )
$
( 778,093 )
The accompanying notes are an integral part of the financial statements.
F-6
Table of Contents
ROMAN DBDR ACQUISITION CORP. II
STATEMENTS OF CASH FLOWS
For the Period
from July 25, 2024
For the Year Ended
(Inception) Through
December 31,
December 31,
2025
2024
Cash Flows from Operating Activities:
Net income
$
7,737,428
$
223,461
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of overallotment liability
( 268,783 )
( 113,129 )
Interest earned on investments held in Trust Account
( 9,721,281 )
( 317,267 )
Changes in operating assets and liabilities:
Prepaid expenses
99,851
( 225,271 )
Reimbursement receivable
( 9,270 )
—
Accrued offering costs
( 2,100 )
—
Accounts payable and accrued expenses
875,249
20,409
Net cash used in operating activities
( 1,288,906 )
( 411,797 )
Cash Flows from Investing Activities:
Investment of cash in Trust Account
( 30,150,000 )
( 201,000,007 )
Net cash used in investing activities
( 30,150,000 )
( 201,000,007 )
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid
29,400,000
196,000,000
Proceeds from sale of Private Placements Warrants
750,000
7,385,000
Proceeds from promissory note - related party
200,000
—
Advance from related party
―
70
Payment of expenses through promissory note – related party
―
58,430
Prepaid expenses paid through promissory note – related party
―
67,630
Repayment of promissory note - related party
―
( 300,000 )
Payment of offering costs
―
( 527,398 )
Net cash provided by financing activities
30,350,000
202,683,732
Net Change in Cash
( 1,088,906 )
1,271,928
Cash – Beginning
1,271,928
—
Cash – Ending
$
183,022
$
1,271,928
Non-Cash Investing and Financing Activities:
Remeasurement of Class A ordinary shares to redemption amount
$
10,751,951
$
8,267,994
Deferred offering costs paid through promissory note – related party
—
252,896
Deferred offering costs included in accrued offering costs
—
2,100
The accompanying notes are an integral part of the financial statements.
F-7
Table of Contents
ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Roman DBDR Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on July 25, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company may pursue an initial Business Combination target in any stage of its corporate evolution or in any industry or sector, the Company intends to focus its initial search on companies in the cybersecurity, artificial intelligence or financial technology industries.
As of December 31, 2025, the Company has not commenced any operations. All activity for the period from July 25, 2024 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. 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 (“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 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 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 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.
F-8
Table of Contents
ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
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.
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. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank. 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 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. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account was initially $ 10.05 per Public Share.
The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
F-9
Table of Contents
ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
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 (“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 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”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. 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. Mr. 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, 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. There is no assurance that the Company’s plans to raise additional capital will be successful. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
F-10
Table of Contents
ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status
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. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these financial statements. Actual results could differ from those estimates.
Cash and Cash Equivalents
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 $ 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, 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 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.
F-11
Table of Contents
ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. 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 sheets, primarily due to their short-term nature.
Income Taxes
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. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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 periods presented.
F-12
Table of Contents
ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. 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 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 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.
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. 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, 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.
F-13
Table of Contents
ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
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:
Number of
Class A
ordinary
Amount
shares
$
Gross proceeds
20,000,000
200,000,000
Less:
Proceeds allocated to Public Warrants
—
( 1,910,000 )
Proceeds allocated to Over-allotment Units
—
( 392,288 )
Class A ordinary shares issuance costs
—
( 4,648,439 )
Plus:
Remeasurement of carrying value to redemption value
—
8,267,994
Class A ordinary shares subject to possible redemption, December 31, 2024
20,000,000
201,317,267
Less:
Proceeds allocated to Public Warrants
—
( 286,500 )
Class A ordinary shares issuance at cost
—
( 594,163 )
Plus:
Gross proceeds from exercise of Over-allotment Units
3,000,000
30,000,000
Remeasurement of carrying value to redemption value
—
10,751,951
Class A ordinary shares subject to possible redemption, December 31, 2025
23,000,000
241,188,555
Net Income Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. 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 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. As of December 31, 2025, the Company had dilutive securities that are Public Warrants that could potentially be exercised into ordinary shares and then share in the earnings of the Company. The Warrants are no t exercisable until 30 days after the completion of a Business Combination. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.
The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):
For the Period from July 25,
For the Year Ended
2024 (inception) through
December 31,
December 31,
2025
2024
Class A
Class B non-
Class A
Class B non-
redeemable
redeemable
redeemable
redeemable
Numerator:
Allocation of net income
$
5,788,971
$
1,948,457
$
44,133
$
179,328
Denominator:
Basic weighted average shares outstanding
22,778,082
7,666,667
1,886,792
7,666,667
Basic and diluted net income per ordinary share
$
0.25
$
0.25
$
0.02
$
0.02
F-14
Table of Contents
ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
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.
NOTE 3. 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. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. 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.
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. The Warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. 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 (“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.
F-15
Table of Contents
ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
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.
The Company may redeem the outstanding warrants:
● in whole and not in part;
● at a price of $ 0.01 per warrant;
● upon a minimum of 30 days ’ prior written notice of redemption (the “30-day redemption period”); and
● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of the Company’s initial business combination and ending three business days before the Company sends the notice of redemption to the warrant holders.
Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or their affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.
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ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor and B. Riley purchased an aggregate of 7,385,000 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 $ 7,385,000 in the aggregate in a private placement. Of those 7,385,000 Private Placement Warrants, the Sponsor purchased 4,885,000 Private Placement Warrants and B. 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.
The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, B. Riley, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by B. Riley and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).
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; (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 (A) to 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 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; (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.
NOTE 5. RELATED PARTY TRANSACTIONS
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, 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.
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ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
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”). 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.
Promissory Note — Related Party
The Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of March 31, 2025 or the closing of the Initial Public Offering. 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. 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
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $ 1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding.
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ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
NOTE 6. 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 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. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
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.
The underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 4,600,000 in the aggregate, which was paid at the closing of the Initial Public Offering and the closing of the full exercise of the over-allotment option.
Business Combination Marketing Agreement
The Company has engaged B. Riley as an advisor in connection with the Business Combination to assist the Company in arranging meetings with the shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that may be interested in purchasing securities, assist in obtaining shareholder approval for the Business Combination and assist the Company with the preparation of press releases and public filings in connection with the Business Combination. The Company will pay B. Riley for such services upon the consummation of the initial Business Combination a cash fee in an amount equal to 4.5 % of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). 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.
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ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
NOTE 7. 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, 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, 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
The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 each. 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, 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.
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ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Charter or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Charter, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s Amended and Restated Charter, such actions include amending the Amended and Restated Charter and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50 % of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the Amended and Restated Charter may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.
NOTE 8. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1:
Quoted prices in active markets for identical assets or liabilities. 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.
Level 2:
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:
Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.
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ROMAN DBDR ACQUISITION CORP. II
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:
December 31,
December 31,
Level
2025
2024
Assets:
Investments held in Trust Account
1
$
241,188,555
$
201,317,274
Liability:
Fair value of over-allotment option liability
3
$
—
$
279,159
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 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. The Company estimates the volatility of its ordinary share based on historical volatility that matches the expected remaining life of the over-allotment option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the over-allotment option. 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 and the date of the full exercise of the over-allotment option:
January 27,
2025
Risk-free interest rate
4.44
%
Expected term (years)
0.01
Expected volatility
7.91
%
Exercise price
$
10.00
December 31,
2024
Risk-free interest rate
4.40
%
Expected term (years)
0.08
Expected volatility
7.91
%
Exercise price
$
10.00
The fair value of Public Warrants was determined using a Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ equity and will not require remeasurement after issuance.
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ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:
December 16,
2024
Estimated share price
$
9.90
Exercise price
$
11.50
Term (years)
2.61
Annual risk-free rate
4.23
%
Annual volatility after expected Business Combination date
5.1
%
NOTE 9. SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.
The Company is a blank check company formed for the purpose of effecting a Business Combination. 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 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 July
For the Year Ended
25, 2024 (Inception) Through
December 31, 2025
December 31, 2024
General and administrative expenses
$
2,252,636
$
206,935
Interest earned on the Trust Account
$
9,721,281
$
317,267
Net income
$
7,737,428
$
223,461
Total assets
$
241,506,267
$
202,814,473
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. These expenses are monitored to manage and forecast cash available to complete a Business Combination within the required period. Other general and administrative expenses, including accounting expenses, printing expenses, and regulatory filing fees, are reviewed in the aggregate to ensure alignment with budget and contractual obligations. Funds invested in the Trust Account represent the predominant portion of the Company’s total assets and are monitored by the CODM to determine the most effective strategy of investment with the Trust Account funds, while maintaining compliance with the trust agreement.
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ROMAN DBDR ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
NOTE 10. SUBSEQUENT EVENTS
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.
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ROMAN DBDR ACQUISITION CORP. II
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.
F-25
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ROMAN DBDR ACQUISITION CORP. II
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. Riley.
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.
F-26
Table of Contents
EXHIBIT INDEX
Exhibit
No.
Description
1.1
Underwriting Agreement, dated December 12, 2024, by and between the Company and B. Riley, as representative of the several underwriters. (3)
1.2
Business Combination Marketing Agreement, dated December 12, 2024 by and between the Company and B. Riley. (3)
1.3
Amended and Restated Business Combination Marketing Agreement, dated February 27, 2026 by and between the Company, ThomasLloyd Climate Solutions B.V. and B. Riley Securities, Inc. (6)
2.1
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. (6)
3.1
Amended and Restated Memorandum and Articles of Association of the Company. (3)
4.1
Specimen Unit Certificate. (2)
4.2
Specimen Ordinary Share Certificate. (2)
4.3
Specimen Warrant Certificate (included as an exhibit to Exhibit 4.4). (3)
4.4
Warrant Agreement, dated December 12, 2024, by and between the Company and Continental, as warrant agent. (3)
4.5
Description of Registered Securities. (5)
10.1
Promissory Note dated July 25, 2024, issued to the Sponsor.(1)
10.2
Securities Subscription Agreement dated July 25, 2024, by and between the Company and the Sponsor. (1)
10.3
Investment Management Trust Agreement, December 12, 2024, by and between the Company and Continental, as trustee. (3)
10.4
Registration Rights Agreement, dated December 12, 2024, by and among the Company and certain security holders. (3)
10.5
Private Placement Warrants Purchase Agreement, dated December 12, 2024, by and between the Company and the Sponsor. (3)
10.6
Private Placement Warrants Purchase Agreement, dated December 12, 2024, by and between the Company and B. Riley. (3)
10.7
Letter Agreement, dated December 12, 2024, by and among the Company, its officers, directors, and the Sponsor. (3)
10.8
Administrative Services Agreement, dated December 12, 2024, by and between the Company and the Sponsor. (3)
10.9
Form of Indemnity Agreement. (3)
10.10
Offer Letter, dated October 1, 2025, between the Company and John J. Birmingham. (4)
10.11
Promissory Note dated February 16, 2026, issued to the Sponsor.*
10.12
Sponsor Support Agreement, dated as of February 27, 2026, by and among the Company, ThomasLloyd Climate Solutions B.V., and the Sponsor. (6)
10.13
Form of ThomasLloyd Registration Rights Agreement. (6)
10.14
Form of ThomasLloyd Lock-Up Agreement. (6)
14
Code of Ethics. (5)
19
Insider Trading Policies and Procedures. (5)
31.1
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2
Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
97.1
Policy Related to Recovery of Erroneously Awarded Compensation. (5)
99.1
Audit Committee Charter. (2)
99.2
Compensation Committee Charter. (2)
101.INS
Inline XBRL Instance Document.*
101.SCH
Inline XBRL Taxonomy Extension Schema Document.*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
54
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104
Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*
*
Filed herewith.
**
Furnished herewith.
(1)
Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-282186), filed with the SEC on September 17, 2024.
(2)
Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-1/A (File No. 333-282186), filed with the SEC on October 18, 2024.
(3)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 17, 2024.
(4)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 3, 2025.
(5)
Incorporated by reference to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2025.
(6)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 27, 2026.
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SIGNATURES
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
Roman DBDR Acquisition Corp. II
By:
/s/ Dixon Doll, Jr.
Name:
Dixon Doll, Jr.
Title:
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
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.
Name
Position
Date
Chief Executive Officer and Chairman of the
/s/ Dixon Doll, Jr .
Board of Directors
March 4, 2026
Dixon Doll, Jr.
(Principal Executive Officer)
/s/ John J. Birmingham
Chief Financial Officer
March 4, 2026
John J. Birmingham
(Principal Financial and Accounting Officer)
/s/ James Nelson
Director
March 4, 2026
James Nelson
/s/ James Nevels
Director
March 4, 2026
James Nevels
/s/ Bryn Sherman
Director
March 4, 2026
Bryn Sherman
/s/ Michael Woods
Director
March 4, 2026
Michael Woods
56
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.