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Item 1. Financial Statements

2026-05-20 compared with 2025-11-13 · 243 added, 209 removed, 313 unchanged (59% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets

Receivable from employee

Prepaid expenses

Reimbursement receivable

Total current assets

Long-term prepaid insurance

Investments held in Trust Account

Liabilities and Shareholders’ Equity:

Liabilities and Shareholders’ Deficit:

Current liabilities

Accounts payable and accrued expenses

Accrued offering costs

Advance from related party

Over-allotment liability

Total current liabilities

Promissory note - related party

Total Liabilities

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 $ 10.38 and $ 10.06 per share as of September 30, 2025 and December 31, 2024, respectively

Shareholders’ Equity

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.56 and $ 10.49 per share as of March 31, 2026 and December 31, 2025, respectively

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

3 unchanged sentences

500,000,000 shares authorized;

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

none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025, respectively

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

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

7,666,667 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Additional paid-in capital

Retained Earnings

Total Shareholders’ Equity

Total Liabilities and Shareholders’ Equity

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

Accumulated Deficit

( 2,664,259 )

Total Shareholders’ Deficit

( 2,663,492 )

Total Liabilities and Shareholders’ Deficit

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

ROMAN DBDR ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

For the Period

For the Three

From July 25, 2024

(Inception) Through

September 30,

For the Three

Operating expenses:

3 unchanged sentences

Other income:

Change in over-allotment liability

Change in over-allotment option liability

Interest earned on investments held in Trust Account

Total other income

Net income (loss)

Net (loss) income

Weighted average Class A ordinary shares outstanding, basic

Basic and diluted net income per Class A ordinary share

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

Weighted average Class B ordinary shares outstanding, basic

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

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

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

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

ROMAN DBDR ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Ordinary Shares

1 unchanged sentence

Balance — December 31, 2025

Sale of 750,000 Private Placement Warrants

Fair Value of Public Warrants at issuance

Allocated value of transaction costs to Class A shares

Remeasurement of Class A ordinary shares to redemption amount

1 unchanged sentence

( 1,650,332 )

( 3,317,272 )

Balance – March 31, 2026

Remeasurement of Class A ordinary shares to redemption amount

( 2,664,259 )

( 2,663,492 )

Balance – June 30, 2025

Remeasurement of Class A ordinary shares to redemption amount

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Ordinary Shares

Shareholders’

Balance — December 31, 2024

Sale of 750,000 Private Placement Warrants

Fair Value of Public Warrants at issuance

Allocated value of transaction costs to Class A shares

Accretion for Class A ordinary shares to redemption amount

( 2,012,202 )

( 1,305,070 )

Balance – September 30, 2025

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

Ordinary Shares

Shareholder’s

Balance — July 25, 2024 (Inception)

Issuance of Class B ordinary shares to Sponsor

Balance – September 30, 2024

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

( 3,317,272 )

Balance – March 31, 2025

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

ROMAN DBDR ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

For the Period

from July 25, 2024

(Inception) Through

September 30,

For the Three

Cash Flows from Operating Activities:

Net income (loss)

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

Net (loss) income

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Change in fair value of overallotment liability

1 unchanged sentence

( 1,650,332 )

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

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

( 2,286,602 )

Changes in operating assets and liabilities:

Receivable from employee

Prepaid expenses

10 unchanged sentences

Proceeds from sale of Private Placements Warrants

Proceeds from promissory note - related party

Net cash provided by financing activities

4 unchanged sentences

Remeasurement of Class A ordinary shares to redemption amount

Deferred offering costs applied to prepaid expense

Deferred offering costs paid through promissory note - related party

Deferred offering costs included in accrued offering costs

Prepaid expenses paid by promissory note

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

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

ORGANIZATION AND BUSINESS OPERATIONS

MARCH 31, 2026

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”), including the transactions contemplated by the ThomasLloyd Business Combination Agreement (as defined below) and the ancillary documents (the “ThomasLloyd 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 September 30, 2025, the Company has not commenced any operations.

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

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

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

As of March 31, 2026, the Company has not commenced any operations.

All activity for the period from July 25, 2024 (inception) through March 31, 2026 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, including the ThomasLloyd Business Combination.

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

The Company generates 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”), at $ 10.00 per Unit, generating gross proceeds of $ 200,000,000 , which is discussed in Note 3.

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

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.

9 unchanged sentences

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.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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.

1 unchanged sentence

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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

11 unchanged sentences

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.

The Company will have only the duration of the Completion Window to complete the initial Business Combination, including the ThomasLloyd 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.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

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;

6 unchanged sentences

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

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

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 the Quarterly Report on October 23, 2025.

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

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.

6 unchanged sentences

Liquidity, Capital Resources and Going Concern

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

As of March 31, 2026, the Company had cash of $ 53,490 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 condensed financial statements.

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 unaudited condensed financial statements.

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

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

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for quarterly financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for quarterly financial reporting.

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for quarterly financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for quarterly financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

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

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

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 4, 2026 (the “2025 Annual Report”).

The quarterly results for the three months ended March 31, 2026 and 2025, are not necessarily indicative of the results to be expected for the year ended December 31, 2026 or for any future periods.

Emerging Growth Company Status

3 unchanged sentences

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 condensed 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.

As a result of this election, the Company’s financial statements may not be comparable to those of public companies that comply with public company effective dates for new or revised accounting standards.

Use of Estimates

The preparation of these condensed 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 condensed financial statements.

The preparation of these unaudited condensed 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 unaudited condensed financial statements.

Actual results could differ from those estimates.

1 unchanged sentence

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

The Company had $ 53,490 and $ 183,022 in cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

Investments Held in Trust Account

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

At March 31, 2026, substantially all of the assets held in the Trust Account were held in money market funds and at December 31, 2025, substantially all of the assets held in the Trust Account were held in U.S.

Treasury Bills.

7 unchanged sentences

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

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

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

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

1 unchanged sentence

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.

Deferred income tax assets and liabilities are computed for differences between the unaudited condensed 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.

3 unchanged sentences

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

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

As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

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

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

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

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

Derivative Financial Instruments

2 unchanged sentences

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

Derivative liabilities are classified in the balance 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 date.

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.

Derivative liabilities are classified in the condensed 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 condensed balance sheets dates.

Warrant Instruments

The Company accounted for the 11,500,000 public warrants (the “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”.

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.

2 unchanged sentences

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

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

Accordingly, as of March 31, 2026 and December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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

Gross proceeds

MARCH 31, 2026

As of March 31, 2026 and December 31, 2025, the Class A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table:

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

Proceeds allocated to Public Warrants

( 1,910,000 )

Proceeds allocated to Over-allotment Units

Class A ordinary shares issuance costs

( 4,648,439 )

Class A ordinary shares issuance at cost

Gross proceeds from exercise of Over-allotment Units

Remeasurement of carrying value to redemption value

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

Gross proceeds from exercise of Over-allotment Units

Proceeds allocated to Public Warrants

Class A ordinary shares issuance costs

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, March 31, 2026

Remeasurement of carrying value to redemption value

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

Remeasurement of carrying value to redemption value

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

Net Income (Loss) Per Ordinary Share

Net (Loss) Income Per Ordinary Share

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

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

Net (loss) income per ordinary share is computed by dividing net (loss) 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 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 calculation of diluted net (loss) 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 September 30, 2025, the Company had dilutive securities that are Public Warrants that could potentially be exercised into ordinary shares and then share in the earnings of the Company.

As of March 31, 2026 and December 31, 2025, the Company had dilutive securities that are Public Warrants that could potentially be exercised into Class A 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 (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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

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

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

For the Three Months Ended

For the Nine Months Ended

September 30,

Allocation of net income

Basic weighted average shares outstanding

Basic and diluted net income per ordinary share

For the Period from July 25,

2024 (Inception) Through

September 30,

Allocation of net loss

Basic weighted average shares outstanding

Basic and diluted net loss per ordinary share

For the Three Months Ended

Allocation of net (loss) income

Basic and diluted weighted average shares outstanding

Basic and diluted net (loss) income per ordinary share

Recent Accounting Pronouncements

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 condensed financial statements.

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

INITIAL PUBLIC OFFERING

4 unchanged sentences

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

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

As of March 31, 2026 and December 31, 2025, there were 19,635,000 warrants outstanding, respectively, including 11,500,000 Public Warrants, respectively, and 8,135,000 Private Placement Warrants, respectively.

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

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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

10 unchanged sentences

● upon a minimum of 30 days ’ prior written notice of redemption (the “30-day redemption period”);

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

● 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.

17 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

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;

15 unchanged sentences

Borrowings under the note are no longer available.

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

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

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 March 31, 2026 and December 31, 2025.

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 March 31, 2026.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

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 $ 30,000 for administrative services for the three months ended March 31, 2026, which was included in accrued expenses in the accompanying condensed balance sheets.

The Company incurred and paid $ 30,000 for administrative services for the three months ended March 31, 2025, which was included in accrued expenses in the accompanying condensed balance sheets.

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.

2 unchanged sentences

The warrants would be identical to the Private Placement Warrants.

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

As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

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.

The Company’s ability to complete an initial Business Combination, including the ThomasLloyd 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, including the ThomasLloyd Business Combination, could be impacted by, among other things, changes in laws or regulations in multiple jurisdictions as applicable, 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, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities.

Registration Rights

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

The holders of the Founder Shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to the Roman II Registration Rights Agreement (as defined below) 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.

1 unchanged sentence

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Underwriting Agreement

2 unchanged sentences

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Business Combination Marketing Agreement

4 unchanged sentences

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

SHAREHOLDERS’ EQUITY

Business Combination Agreement

On February 27, 2026, the Company entered into a 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” or “ThomasLloyd Shareholders”).

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 second half of 2026, following the receipt of the requisite approvals of the Company’s shareholders and ThomasLloyd’s shareholders and the fulfillment of other customary closing conditions.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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 Company’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 Registration Rights Agreement that was entered into by the Company, the Sponsor and B.

Riley, in connection with the Initial Public Offering (“Roman II Registration Rights Agreement”).

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

ThomasLloyd Lock-Up Agreement

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

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Amended and Restated Business Combination Marketing Agreement

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In addition, PubCo has granted B.

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

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

Committed Equity Facility Term Sheet

In connection with the consummation of the Transactions, the Company, ThomasLloyd and B.

Riley entered into a binding term sheet relating to the CEF.

Pursuant to the CEF Term Sheet, subject to the consummation of the ThomasLloyd Business Combination and the execution of definitive documentation, B.

Riley will agree to purchase, from time to time during the 36-month commitment period following closing, up to an aggregate of $ 200.0 million (the “Aggregate Commitment Amount”) of PubCo’s common stock, at a purchase price equal to 97.0 % of the volume-weighted average price of PubCo’s common stock during a defined pricing period, subject to customary ownership, exchange cap and volume limitations.

In consideration for the investor’s commitment, PubCo will agree to pay the investor a commitment fee of 1.0 % of the Aggregate Commitment Amount and to reimburse certain expenses, up to $ 75,000 , not including quarterly legal fees of up to $ 7,500 in quarters where the CEF is used.

If the engagement of a qualified independent underwriter is required, PubCo will reimburse B.

Riley up to an additional $ 55,000 for such engagement.

The CEF Term Sheet is subject to customary conditions, including the negotiation of a definitive purchase agreement.

Service Provider Agreement

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.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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

At March 31, 2026 and December 31, 2025, 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 September 30, 2025 and December 31, 2024, there were no Class A ordinary shares issued or outstanding, excluding 23,000,000 and 20,000,000 Class A ordinary shares subject to possible redemption, respectively.

At March 31, 2026 and December 31, 2025, there were no Class A ordinary shares issued or outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption, respectively.

Class B Ordinary Shares

1 unchanged sentence

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

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

As of March 31, 2026 and December 31, 2025, 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.

1 unchanged sentence

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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

5 unchanged sentences

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.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

FAIR VALUE MEASUREMENTS

7 unchanged sentences

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

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

September 30,

The following table presents information about the Company’s assets that are measured at fair value as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Investments held in Trust Account

Fair value of over-allotment liability

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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

Treasury Bills.

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

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

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

The 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 of the over-allotment option:

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

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.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

Estimated share price

Exercise price

Annual risk-free rate

Annual volatility after expected Business Combination date

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their condensed financial statements information about operating segments, products, services, geographic areas, and major customers.

FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited condensed 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.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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

1 unchanged sentence

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

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

As of March 31, 2026 and December 31, 2025, 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 liability, which is not considered a measure of financial performance used by the CODM.

The Company generates 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.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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 Three

September 30,

For the Three

General and administrative expenses

Interest earned on the Trust Account

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

Net (loss) income

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

4 unchanged sentences

SUBSEQUENT EVENTS

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

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

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

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

On April 22, 2026, James Nevels resigned as a director of the Company, with immediate effect.

On April 27, 2026, the Board of Directors appointed Randolph C.

Read to serve as an independent director, with immediate effect.

Read also serves as the Chairperson of the Compensation Committee and a member of the Audit Committee of the Board.

On May 11, 2026, Michael Woods resigned as a director of the Company, with immediate effect.

On May 11, 2026, the Board appointed Hunter C.

Gary to serve as an independent director and a member of the Compensation Committee of the Board, with immediate effect.

In connection with their appointments, each of Mr.

Gary will receive for their services as directors an indirect interest in the Founder Shares through membership interests in the Sponsor.

On May 6, 2026 the Company entered into an agreement with Lucid Capital Markets, LLC (“Lucid”) in connection with the proposed private placement, backstop financing, or other financing of the Company’s equity, equity-linked, convertible debt, or straight debt securities (the “Securities”) as it relates to the ThomasLloyd Business Combination Agreement.

In consideration for the services described above, Lucid shall be entitled to receive, and the Company agrees to pay Lucid, the following compensation:

Offering Fee.

If the Company completes an Offering, the Company shall pay Lucid a fee equal to 6 % of gross proceeds raised (the “Offering Fee”).

The Offering Fee shall be paid on gross proceeds raised if an Offering is consummated during the term or a definitive agreement, letter of intent, or other evidence of commitment is entered into during the Term which subsequently results in an Offering being consummated within 12 months following expiration of this Agreement.

The Offering Fee shall be paid in cash by wire transfer as soon as reasonably practicable simultaneously with the release of, and from the proceeds of, the Offering.

Strategic Advisory Fee.

The Company shall pay Lucid a fee equal to 3 % of the aggregate consideration or equity value of any strategic transaction entered into with any party introduced to the Company by Lucid during the Term (the “Strategic Advisory

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Such strategic transaction shall include, without limitation, any strategic investment in the Company (other than as part of an Offering), any investment by the Company in or together with such party or in any asset or venture with such party, or any other partnership, joint venture, licensing, commercial, distribution, development, marketing or similar strategic relationship.

Such Strategic Advisory Fee shall be due and payable in the same form of consideration in which the strategic transaction is consummated (e.g.

cash, Company shares or any combination thereof), as soon as reasonably practicable following the closing or consummation of the applicable strategic transaction (or, if there are multiple closings, pro rata at each closing based on the value consummated at such closing) and shall be in addition to, and not in lieu of, any Offering Fee.

Sharing of Economics.

Notwithstanding anything to the contrary herein, Lucid shall be permitted to pay to one or more co-managers or joint agents, to be mutually agreed upon by the Company and Lucid, an amount up to 30 % of the aggregate compensation paid or payable to Lucid under Paragraph 5a.

The payment of such amount shall be the sole responsibility of Lucid and shall not increase the aggregate compensation payable by the Company under Paragraph 5a.

The Company may engage additional financial institutions, including international investment banks, in connection with the placement of the Securities, specifically to access international investors.

The Company and Lucid shall work in good faith to agree on a commercially reasonable allocation of economics among the participating institutions, consistent with customary market practice.

Neither party shall be required to accept any allocation that is not commercially reasonable, and any such allocation shall be subject to the mutual agreement of the Company and Lucid, not to be unreasonably withheld, conditioned or delayed.

On May 13, 2026, the Company engaged Berenberg Capital Markets LLC (“Berenberg”) and Lucid to act as a placement agent (each a “Co-Placement Agent” and collectively, the “Co-Placement Agents”) in connection with a proposed private placement, whether in one or a series of offerings (the “Offering”), of equity or equity-related securities (the “Securities”) of a newly formed entity that will be the ultimate parent of the Company, the proceeds of which ultimately will be used to fund the ThomasLloyd Business Combination.

The fees payable to Berenberg and Lucid for acting as Co-Placement Agents in connection with the Offering shall be a total of 6.00 % of the aggregate price at which the Securities are sold by the Company (the “Aggregate Sales Price”), which fee shall be divided as follows:

(i) for gross proceeds received from investors domiciled in the United States, 70 % to Lucid and 30 % to Berenberg, (ii) for gross proceeds received from investors domiciled in Europe (including but not limited to the United Kingdom and the European Economic Area), 30 % to Lucid and 70 % to Berenberg, and (iii) for gross proceeds received from all other investors, 50 % to Lucid and 50 % to Berenberg.

In the event the Company engages one or more additional investment banks to serve as co-placement agents for the Company, the Aggregate Sales Price shall be split amongst all placement agents as in effect, including the Co-Placement Agents.

The Placement Fee shall be payable upon the consummation of the placement of the applicable Securities and the closing of the Business Combination.

The Company shall have the right to engage other brokers or agents to participate in the Private Placement, provided that (i) Berenberg and Lucid have provided their prior written consent (such consent not to be reasonably withheld, conditioned or delayed) to any such appointment or engagement, (ii) the Company shall have consulted with Berenberg and Lucid prior to any such appointment or engagement so as to, among other things, ensure a coordinated process as to marketing efforts and any additional payable fees.

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

What changed 10-Q

Item 1. Financial Statements