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Item 1. Financial Statements

2026-08-06 compared with 2026-05-20 · 147 added, 134 removed, 422 unchanged (40% of the section changed)

15 unchanged sentences

Commitments and Contingencies (Note 6)

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

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.67 and $ 10.49 per share as of June 30, 2026 and December 31, 2025, respectively

Shareholders’ Deficit

4 unchanged sentences

500,000,000 shares authorized;

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

none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

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

7,666,667 shares issued and outstanding as of June 30, 2026 and December 31, 2025

Additional paid-in capital

8 unchanged sentences

For the Three

Operating expenses:

6 unchanged sentences

Total other income

Net (loss) income

Weighted average Class A ordinary shares outstanding, basic

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

Weighted average Class B ordinary shares outstanding, basic

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

Weighted average Class A ordinary shares outstanding, basic and diluted

Basic and diluted net income per Class A ordinary share

Weighted average Class B ordinary shares outstanding, basic and diluted

Basic and diluted net income per Class B ordinary share

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

1 unchanged sentence

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Ordinary Shares

7 unchanged sentences

( 2,663,492 )

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Remeasurement of Class A ordinary shares to redemption amount

( 2,641,365 )

Balance – June 30, 2026

( 3,101,790 )

( 3,101,023 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Ordinary Shares

4 unchanged sentences

Allocated value of transaction costs to Class A shares

Accretion for Class A ordinary shares to redemption amount

Remeasurement of Class A ordinary shares to redemption amount

( 2,012,202 )

2 unchanged sentences

Balance – March 31, 2025

Remeasurement of Class A ordinary shares to redemption amount

( 2,422,595 )

Balance – June 30, 2025

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the Three

Cash Flows from Operating Activities:

Net (loss) income

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

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

Change in fair value of overallotment liability

3 unchanged sentences

Changes in operating assets and liabilities:

Receivable from employee

Reimbursement receivable

Prepaid expenses

20 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

2 unchanged sentences

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 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.

As of June 30, 2026, the Company has not commenced any operations.

All activity for the period from July 25, 2024 (inception) through June 30, 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.

18 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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.

7 unchanged sentences

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

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

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

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

8 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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;

11 unchanged sentences

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.

On October 1, 2025, the Company’s Board appointed John J.

Birmingham as the Company’s new Chief Financial Officer.

4 unchanged sentences

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

Liquidity, Capital Resources and Going Concern

As of March 31, 2026, the Company had cash of $ 53,490 held outside of the Trust Account and available for working capital purposes.

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 unaudited condensed financial statements.

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

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

On May 27, 2026, the Company and Mr.

Birmingham entered into an agreement (the “Addendum”) to extend the term of employment of Mr.

Birmingham as the Company’s Chief Financial Officer until the earlier of the date that (i) either party terminates the Addendum;

(ii) the Company’s initial business combination is consummated;

(iii) the Company is wound up;

Birmingham vacates or is removed from such position.

Pursuant to the Addendum, Mr.

Birmingham will receive a one-time cash payment in the amount of $ 25,000 relating to the remaining Securities and Exchange Commission reporting work of the Company.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

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

On April 27, 2026, the Company’s Board 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 Company’s 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 has received for his services as a director an indirect interest in the Founder Shares through membership interests in the Sponsor.

Please refer to Note 10.

Subsequent Events.

Liquidity, Capital Resources and Going Concern

As of June 30, 2026, the Company had cash of $ 66,238 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,” Management has determined that the Company currently lacks the liquidity needed to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements and the notes thereto included in the Report under Item 1.

“Financial Statements” are issued, as the Company expects to continue to incur significant costs in pursuit of its acquisition plans.

In addition, Management has determined that if the Company is unable to complete an initial Business Combination within the Completion Window, then the Company will cease all operations except for the purpose of liquidating.

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

Management plans to consummate an initial Business Combination prior to the end of the Completion Window.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Completion Window.

There can be no assurance that the Company’s plans to raise capital or to consummate an initial Business Combination will be successful.

SIGNIFICANT ACCOUNTING POLICIES

5 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the 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.

The quarterly results for the three and six months ended June 30, 2026, 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

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

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

7 unchanged sentences

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

The Company had $ 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

MARCH 31, 2026

The Company had $ 66,238 and $ 183,022 in cash and no cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

Investments Held in Trust Account

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.

At June 30, 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.

9 unchanged sentences

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.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

Fair Value of Financial Instruments

7 unchanged sentences

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

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

As of June 30, 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.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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.

6 unchanged sentences

Warrant Instruments

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

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

Class A Ordinary Shares Subject to Possible Redemption

4 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 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

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:

Accordingly, as of June 30, 2026 and December 31, 2025, Class A ordinary shares subject to possible redemption were presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of June 30, 2026 and December 31, 2025, the Class A ordinary shares subject to redemption reflected in the condensed balance sheets were reconciled in the following table:

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

6 unchanged sentences

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

Net (Loss) Income Per Ordinary Share

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, June 30, 2026

Net Income Per Ordinary Share

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

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.

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

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

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

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

As of 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.

As of June 30, 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 (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

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

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

For the Three Months Ended

Allocation of net (loss) income

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net (loss) income per ordinary share

Basic and diluted net income per ordinary share

For the Six Months Ended

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net 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 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 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.

As of June 30, 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

JUNE 30, 2026

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

MARCH 31, 2026

JUNE 30, 2026

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

1 unchanged sentence

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

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or their affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s Board and, in the case of any such issuance to the Sponsor or their affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.

PRIVATE PLACEMENT

13 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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;

17 unchanged sentences

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.

The full amount of the promissory note was drawn and outstanding as of June 30, 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.

$ 280,000 was drawn and outstanding as of June 30, 2026.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

On June 4, 2026, the Company issued a promissory note to the Sponsor in an amount of up to $ 100,000 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.

$ 100,000 was drawn and outstanding as of June 30, 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.

The Company incurred $ 30,000 and $ 60,000 for administrative services for the three and six months ended June 30, 2026, respectively.

$ 30,000 of such incurred fees remained unpaid and included in the accounts payable and accrued liabilities line item in the Company’s balance sheet as of June 30, 2026.

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

Related Party Loans

4 unchanged sentences

The warrants would be identical to the Private Placement Warrants.

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

As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

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, including the ThomasLloyd Business Combination.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

Registration Rights

3 unchanged sentences

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

8 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.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

Business Combination Agreement

6 unchanged sentences

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

1 unchanged sentence

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

ThomasLloyd Registration Rights Agreement

9 unchanged sentences

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

8 unchanged sentences

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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

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.

20 unchanged sentences

● 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.

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

ThomasLloyd Placement Agent Agreements

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 relating 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, including (i) an offering fee equal to 6 % of gross proceeds raised in such financing, and (ii) an advisory 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 agreement period.

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

SHAREHOLDERS’ (DEFICIT) EQUITY

JUNE 30, 2026

On May 13, 2026, the Company engaged Berenberg Capital Markets LLC (“Berenberg”) and Lucid to act as co-placement agents 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 such 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.

SHAREHOLDERS’ DEFICIT

Preference Shares

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

At March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

At June 30, 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 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.

At June 30, 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 March 31, 2026 and December 31, 2025, there were 7,666,667 Class B ordinary shares issued and outstanding.

As of June 30, 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

JUNE 30, 2026

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 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:

The following table presents information about the Company’s assets that are measured at fair value as of June 30, 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

ROMAN DBDR ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

SEGMENT INFORMATION

4 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, the Company had not commenced any operations.

As of June 30, 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 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

General and administrative expenses

Interest earned on the Trust Account

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.

5 unchanged sentences

SUBSEQUENT EVENTS

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:

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.

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

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

Subsequent to June 30, 2026, the Company’s recently-appointed directors, Randolph C.

Read and Hunter C.

Gary, entered into agreements with the Sponsor providing them with an indirect interest in the Founder Shares through membership interests in the Sponsor.

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