Roman DBDR Acquisition Corp. II 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Cautionary Note Regarding Forward-Looking Statements All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the “Report”) including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements”. Overview We are a blank check company incorporated on July 25, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination, including the ThomasLloyd Business Combination. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our Ordinary Shares in connection with our initial Business Combination, including the ThomasLloyd Business Combination (pursuant to any forward purchase agreements or backstop agreements into which we may enter), Ordinary Shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure our shareholders that our plans to complete a Business Combination will be successful. We may seek to extend the Completion Window consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter. Such an amendment would require the approval of our shareholders, and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the continued listing rules of Nasdaq, as they exist as of the date of the Report (the “Nasdaq Rules”), currently require special purpose acquisition companies (“SPACs”), such as us, to complete their initial Business Combination in accordance with the requirement pursuant to the Nasdaq Rules that a SPAC must complete one or more Business Combinations within 36 months following the effectiveness of its IPO registration statement (the “Nasdaq 36-Month Requirement”). If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq. ThomasLloyd Business Combination On February 27, 2026, we, ThomasLloyd, and each of the ThomasLloyd Shareholders, entered into the ThomasLloyd Business Combination Agreement. PubCo and Merger Sub will become parties to the ThomasLloyd Business Combination Agreement following the formation of PubCo. The ThomasLloyd Business Combination Agreement and the transactions contemplated under the ThomasLloyd Business Combination were unanimously approved by the boards of directors of each of our Company and ThomasLloyd. The ThomasLloyd Business Combination is expected to close in the third quarter of 2026, following the receipt of the requisite approvals of our shareholders and the ThomasLloyd Shareholders and the fulfillment of other customary closing conditions. The ThomasLloyd Business Combination Agreement provides, among other things, that at least one day prior to the share exchange described below, the Company will merge with and into Merger Sub, with Merger Sub continuing as the Surviving Company after the Merger and a direct, wholly owned subsidiary of PubCo. As a result of the Merger, each issued and outstanding share of our Class A Ordinary Shares and Class B Ordinary Shares, other than the Roman Dissenting Shares 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, and each issued and outstanding Roman Warrant will become one PubCo Warrant to purchase one PubCo Class A Ordinary Share, 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. 23 Table of Contents 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 PubCo Class A Ordinary Shares and PubCo Class B Ordinary 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). For a full description of the ThomasLloyd Business Combination Agreement and the proposed ThomasLloyd Business Combination, please refer to “Item 1. Business” in the 2025 Annual Report. Recent Developments 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. Mr. 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. Read and 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 we entered into an agreement with 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 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: a. 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 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. b. 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. 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. c. 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 24 Table of Contents 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 and Lucid to act as a placement agent in connection with a proposed private placement, whether in one or a series of offerings, of equity or equity-related 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. Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 25, 2024 (inception) through March 31, 2026 were organizational activities and those necessary to prepare for and consummate the Initial Public Offering, and following the closing of the Initial Public Offering, searching for a target with which to consummate a Business Combination, including the ThomasLloyd Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on investments held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. For the three months ended March 31, 2026, we had net loss of $235,067, which consisted of general and operating costs of $1,885,399, offset by interest earned on investments held in the Trust Account of $1,650,332. For the three months ended March 31, 2025, we had net income of $2,214,005, which consisted of interest earned on investments held in the Trust Account of $2,286,602, as well as change in fair value of over - allotment liability of $268,783, offset by general and operating costs of $341,380. Liquidity, Capital Resources and Going Concern Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B Ordinary Shares by the Sponsor and loans from the Sponsor. 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 outstanding. On December 16, 2024, we consummated the Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 7,385,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in the Private Placement to the Sponsor and B. Riley, generating gross proceeds of $7,385,000. 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 Unit, generating gross proceeds to the Company of $30,000,000. In connection with the full exercise of the over- 25 Table of Contents allotment option, the Sponsor and B. Riley purchased an additional 750,000 Private Placement Warrants in the aggregate at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $750,000. Following the closing of our Initial Public Offering, the Private Placement and the full exercise of the over-allotment option, a total of $231,150,000 was placed in the Trust Account. We incurred $5,328,515 of offering expenses, consisting of $4,600,000 of cash underwriting fees and $728,515 of other offering costs. The proceeds held in the Trust Account are currently invested 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 we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our 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. For the three months ended March 31, 2026, cash used in operating activities was $409,532. Net loss of $235,067 consisted of interest earned on investments held in the Trust Account of $1,650,332. Changes in operating assets and liabilities provided $1,475,867 of cash from operating activities. For the three months ended March 31, 2025, cash used in operating activities was $323,430. Net income of $2,214,005 was affected by the interest earned on investments held in the Trust Account of $2,286,602 and a change in the fair value of over-allotment option of $268,783. Changes in operating assets and liabilities provided $17,950 of cash from operating activities. As of March 31, 2026, we had investments held in the Trust Account of $242,838,887. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable, to complete our Business Combination. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. As of March 31, 2026, we had cash of $53,490. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our 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. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete a Business Combination, we would repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay any 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 lender. These warrants would be identical to the Private Placement Warrants. 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. In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. There is no assurance that we will be able to raise additional capital. We lack the financial resources we need 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 included in Item 1. “Financial Statements” of this Quarterly Report. These conditions raise substantial doubt about our ability to continue as a 26 Table of Contents going concern. The unaudited condensed financial statements included in Item 1. “Financial Statements” of this Quarterly Report do not include any adjustments that might result from the outcome of this uncertainty. Contractual Obligations We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as set forth below. Administrative Services Agreement 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. 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. Underwriting Agreement The underwriters of the Initial Public Offering had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any. On January 23, 2025, the underwriters of the Initial Public Offering fully exercised the over-allotment option, and on January 27, 2025, purchased an additional 3,000,000 Option Units pursuant to such exercise. The Option Units were sold at an offering price of $10.00 per Option Unit, generating gross proceeds of $30,000,000. Amended and Restated Business Combination Marketing Agreement We have engaged B. Riley as an advisor in connection with the Business Combination to assist us in arranging meetings with shareholders to discuss the potential Business Combination and the target business’ attributes, introduce us to potential investors that may be interested in purchasing securities, assist in obtaining shareholder approval for the Business Combination and assist us with the preparation of press releases and public filings in connection with the Business Combination. We 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 we do not complete an initial Business Combination. 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 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 27 Table of Contents 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, our Company, ThomasLloyd and B. Riley entered into a binding term sheet (the “CEF 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, we 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. Critical Accounting Estimates The preparation of unaudited condensed financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. Current and anticipated future events might affect the determination of whether certain estimates are considered critical by management. ​ 28 Table of Contents Item 3. Quantitative and Qualitative Disclosures About Market Risk. We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.