Welcome to our dedicated page for Roman DBDR Acqsn SEC filings (Ticker: DRDB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Roman DBDR Acquisition Corp. II (DRDB) SEC filings page on Stock Titan provides access to the company’s public reports as a Nasdaq-listed blank check company. As an issuer with securities registered under Section 12(b) of the Exchange Act, Roman DBDR Acquisition Corp. II files current and periodic reports that describe its capital structure, governance, and significant corporate events.
Current reports on Form 8-K are particularly relevant for tracking material developments. For example, the company has used Form 8-K to disclose the resignation of a Chief Financial Officer and the appointment of a new CFO who also serves as principal accounting officer and principal financial officer, along with a summary of an offer letter detailing cash payments tied to SEC reporting obligations and the intention to enter into an indemnification agreement.
Users can also review filings and related disclosures that describe Nasdaq listing and compliance matters, such as the company’s announcement of a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC. That notice explains the basis for non-compliance with Nasdaq Listing Rule 5250(c)(1) due to a delayed Quarterly Report on Form 10-Q and outlines the time periods for submitting a plan and potentially regaining compliance.
Stock Titan’s platform surfaces these filings with AI-powered summaries that highlight the key points, helping readers quickly understand changes in management roles, compensation arrangements linked to reporting obligations, and listing status considerations. Investors can use this page to locate Roman DBDR Acquisition Corp. II’s annual and quarterly reports when filed, as well as any Form 4 or other filings that may appear, while relying on AI-generated explanations to navigate complex regulatory language.
Roman DBDR Acquisition Corp. II intends to submit a proposed business combination with ThomasLloyd to its shareholders and plans to file a registration statement on Form F-4 that will include preliminary and definitive proxy statements and a prospectus for securities to be issued to ThomasLloyd shareholders. The communication notes that a record date for voting will be established and that definitive proxy materials will be mailed after the registration statement is filed and declared effective. Shareholders and other interested persons are urged to read the registration/proxy materials and may obtain free copies at www.sec.gov or by request to Roman DBDR. The post referenced in the filing was shared by Dixon Doll, Jr. on LinkedIn.
Roman DBDR Acquisition Corp. II announced a proposed business combination to take ThomasLloyd Climate Solutions public via merger with Roman DBDR, a transaction expected to raise more than $240 million and set to close in the second half of this year. The arrangement includes an anticipated private investment in public equity and a separate $200 million equity line of credit with B. Riley Principal Capital II; ThomasLloyd is described as having a pre-transaction equity value of $850 million. The parties intend to file a Form F-4 registration/proxy statement and will solicit Roman DBDR shareholder approval in connection with the Proposed Business Combination.
Roman DBDR Acquisition Corp. II agreed to combine with ThomasLloyd Climate Solutions B.V. The parties executed a Business Combination Agreement to merge Roman into a Merger Sub and then effect a Share Exchange, creating an England-and-Wales public company (“PubCo”).
The deal contemplates an implied equity value based on an equity value of $850,000,000 for ThomasLloyd, potential Earn-Out Consideration of up to 45,000,000 PubCo Class A Ordinary Shares tied to six price targets, and a target close in the third quarter of 2026, subject to shareholder approvals, effectiveness of a Form F-4 registration/ proxy statement, listing approval, financing, and customary closing conditions.
Roman DBDR Acquisition Corp. II agreed to merge with ThomasLloyd Climate Solutions, creating a new England-and-Wales holding company that will list on Nasdaq under the ticker TCSG. The deal values ThomasLloyd at a pre-money equity value of
Fort Baker Capital Management LP and related entities reported passive ownership of 1,523,746 Class A ordinary shares of Roman DBDR Acquisition Corp., representing 6.6% of the class. The shares are held by Fort Baker Capital Management LP, with Steven Patrick Pigott as Chief Investment Officer and Fort Baker Capital, LLC as general partner.
The filing states all voting and dispositive powers over these shares are shared among the reporting persons, with no sole voting or dispositive power. The ownership percentage is based on 23,000,000 Class A ordinary shares outstanding as of November 12, 2025, as disclosed in the issuer’s Form 10-Q. The group certifies the position is held in the ordinary course of business and not to influence control of the company.
Meteora Capital, LLCVik Mittal filed an amended Schedule 13G disclosing a sizeable passive stake in Roman DBDR Acquisition Corp. II Class A common stock. They report beneficial ownership of 1,983,186 shares, representing 8.6225% of the outstanding Class A shares.
The filing states Meteora Capital holds these shares through certain funds and managed accounts it oversees, with shared voting and dispositive power over the entire position and no sole voting or dispositive power. The reporters certify the stake is held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
Roman DBDR Acquisition Corp. II filed its Q3 2025 10-Q, reporting net income of $2,137,767 for the quarter and $6,379,642 for the nine months ended September 30, 2025, driven primarily by interest on the trust.
Investments held in the Trust Account were $238,827,542 as of September 30, 2025. Class A ordinary shares subject to redemption totaled 23,000,000 at a redemption value of $10.38 per share. As of November 12, 2025, the company had 23,000,000 Class A shares and 7,666,667 Class B shares outstanding.
The SPAC completed its IPO in December 2024 and the underwriters fully exercised the over‑allotment in January 2025, resulting in 23,000,000 units sold and 8,135,000 private placement warrants outstanding. Management disclosed substantial doubt about the company’s ability to continue as a going concern due to limited working capital prior to a business combination. Nasdaq previously notified a filing deficiency tied to the June 30, 2025 report; compliance was restored on November 5, 2025.
Roman DBDR Acquisition Corp. II (DRDB) filed its Q2 2025 report, showing non‑operating income from its SPAC trust and minimal operating activity. Investments held in the Trust Account were $236,176,471 as of June 30, 2025. The company reported net income of $2,027,870 for the quarter and $4,241,875 for the six months, primarily from $2,422,595 of interest earned this quarter. General and administrative expenses were $394,725 in Q2. Cash outside the trust was $618,822 at quarter‑end.
As a SPAC, DRDB completed its IPO in December 2024 and the underwriters fully exercised the over‑allotment on January 27, 2025, bringing total Class A shares subject to redemption to 23,000,000 at a redemption value of $10.27 per share as of June 30, 2025. Warrants outstanding totaled 19,635,000.
Management disclosed substantial doubt about the company’s ability to continue as a going concern due to limited working capital and expected costs to pursue a business combination. Subsequent events include a Nasdaq deficiency notice on August 28, 2025 for a late Q2 filing (with time to submit a compliance plan) and the appointment of John J. Birmingham as Chief Financial Officer on October 1, 2025, with specified cash payments under his offer letter.
Roman DBDR Acquisition Corp. II (DRDB)10/01/2025 and states that no securities are beneficially owned. The form indicates it was filed by one reporting person and identifies the officer role as Chief Financial Officer.
Roman DBDR Acquisition Corp. II filed an Form 8-K reporting a material event: the company included an Offer Letter dated October 1, 2025 between the company and John J. Birmingham as Exhibit 10.1. The filing shows the document was furnished with the Inline XBRL cover page and was signed on behalf of the company by Dixon Doll, Jr., Chief Executive Officer, on October 3, 2025. The 8-K identifies the exhibit but does not disclose the offer letter's financial terms or specific role details within the body of the provided text.