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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 27, 2026
Roman DBDR Acquisition Corp. II
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42435 |
|
N/A |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
3300 S. Dixie Highway, Suite 179
West Palm Beach, FL | | 33405 |
| (Address of principal executive offices) | | (Zip Code) |
(650) 618-2524
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Units, each consisting of one Class A ordinary share and one-half of one
redeemable warrant |
|
DRDBU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
DRDB |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
DRDBW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 27, 2026, Roman DBDR Acquisition Corp.
II and John J. Birmingham, the Company's Chief Financial Officer (the “CFO”), entered into an agreement (the “Addendum”)
to extend the term of employment of Mr. Birmingham as the CFO 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; or (iv) Mr. Birmingham vacates or
is removed from such position.
The Addendum provides that 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 as more specifically described in the Addendum, to be paid on July 1, 2026. The parties may agree to additional payments relating
to any additional financial diligence and financial modeling services provided by Mr. Birmingham in connection with the Company’s
initial business combination.
The foregoing description of the Addendum is a
summary only and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Addendum, a copy
of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 |
CFO Offer Addendum, dated May 27, 2026, between the Company and John J. Birmingham. |
| 104 |
Cover Page Interactive Data File, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Dated: June 2, 2026 |
|
| |
|
| |
Roman DBDR Acquisition Corp. II |
| |
|
| |
By: |
/s/ Dixon Doll, Jr. |
| |
Name: |
Dixon Doll, Jr. |
| |
Title: |
Chief Executive Officer |