Roman DBDR flagged for Nasdaq holder shortfall

Q: Does the Nasdaq deficiency notice immediately affect DRDB’s listing?

No. The company states that the Deficiency Notice has no immediate effect on the listing of its units, Class A ordinary shares, or warrants on the Nasdaq Global Market.

Q: How long does DRDB have to submit a plan to regain Nasdaq compliance?

Roman DBDR Acquisition Corp. II has 45 calendar days from the August 19, 2026 Deficiency Notice, or until October 5, 2026, to submit a plan to Nasdaq to regain compliance with Nasdaq Listing Rule 5450(a)(2).

Roman DBDR Acquisition Corp. II (DRDB) reports that The Nasdaq Stock Market has notified the company that it is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400 holders for continued listing on the Nasdaq Global Market.

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

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How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Roman DBDR Acquisition Corp. II (DRDB) reports that The Nasdaq Stock Market has notified the company that it is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400 holders for continued listing on the Nasdaq Global Market. Nasdaq’s Deficiency Notice does not immediately affect the listing of the company’s units, Class A ordinary shares, or warrants. Roman DBDR Acquisition Corp. II has 45 calendar days, until October 5, 2026, to submit a compliance plan. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the date of the notice, until February 15, 2027, for the company to regain compliance, with a right to appeal if the plan is not accepted.

Positive

None.

Negative

Nasdaq listing deficiency: The company is not in compliance with Nasdaq Listing Rule 5450(a)(2) due to having fewer than 400 holders, creating a risk of eventual delisting if it cannot regain compliance within the 45–180 day remediation window.

Insights

Analyzing...

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum holders required under Nasdaq Listing Rule 5450(a)(2): 400 holders Initial plan submission period: 45 calendar days (until October 5, 2026) Maximum exception period: 180 calendar days (until February 15, 2027)

3 metrics

Minimum holders required under Nasdaq Listing Rule 5450(a)(2) 400 holders Requirement for continued listing on the Nasdaq Global Market

Initial plan submission period 45 calendar days (until October 5, 2026) Time allowed to submit a plan to regain compliance after the August 19, 2026 Deficiency Notice

Maximum exception period 180 calendar days (until February 15, 2027) Potential extension to regain compliance if Nasdaq accepts the plan

Key Terms

Nasdaq Listing Rule 5450(a)(2), Deficiency Notice, Nasdaq Global Market, Nasdaq Hearings Panel

4 terms

Nasdaq Listing Rule 5450(a)(2) regulatory

"not in compliance with the requirements of Nasdaq Listing Rule 5450(a)(2)"

Deficiency Notice regulatory

"received a deficiency letter (the “Deficiency Notice”) from the Listing Qualifications"

A deficiency notice is a formal letter from a regulator, stock exchange, or securities authority saying that a company’s required filing, disclosure, or compliance item is missing, incomplete, or does not meet rules. It matters to investors because it can delay deals or financial reports, signal higher regulatory or operational risk, and reduce confidence in a company’s transparency—similar to getting a repair notice that must be fixed before normal activity can resume.

Nasdaq Global Market market

"continued listing of the Company’s securities on The Nasdaq Global Market"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Nasdaq Hearings Panel regulatory

"the opportunity to appeal that decision to a Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq compliance issue did Roman DBDR Acquisition Corp. II (DRDB) report?

Roman DBDR Acquisition Corp. II reported that Nasdaq notified it of non-compliance with Nasdaq Listing Rule 5450(a)(2) because it does not have the required minimum of 400 holders needed to maintain its listing on the Nasdaq Global Market.

Does the Nasdaq deficiency notice immediately affect DRDB’s listing?

No. The company states that the Deficiency Notice has no immediate effect on the listing of its units, Class A ordinary shares, or warrants on the Nasdaq Global Market.

How long does DRDB have to submit a plan to regain Nasdaq compliance?

Roman DBDR Acquisition Corp. II has 45 calendar days from the August 19, 2026 Deficiency Notice, or until October 5, 2026, to submit a plan to Nasdaq to regain compliance with Nasdaq Listing Rule 5450(a)(2).

What extension can Nasdaq grant DRDB to regain compliance?

If Nasdaq accepts the company’s plan, it may grant an exception of up to 180 calendar days from the August 19, 2026 notice, or until February 15, 2027, for Roman DBDR Acquisition Corp. II to regain compliance with Nasdaq Listing Rule 5450(a)(2).

Can DRDB appeal if Nasdaq rejects its compliance plan?

Yes. If Nasdaq does not accept the company’s compliance plan, Roman DBDR Acquisition Corp. II would have the opportunity to appeal that decision to a Nasdaq Hearings Panel, according to the disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/24/2026 - 06:02 AM EDT Accepted by SEC EDGAR 08/21/2026 - 06:23 PM EDT

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): August 19, 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)

(IRS Employer

Identification No.)

3300 S. Dixie Highway, Suite 179
West Palm Beach, FL 33405

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 618-2524

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 19, 2026, Roman DBDR Acquisition Corp. II (the “Company”) received a deficiency letter (the “Deficiency Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it was not in compliance with the requirements of Nasdaq Listing Rule 5450(a)(2) (the “Rule”) as a result of not maintaining a minimum of 400 holders for continued listing. The Deficiency Notice has no immediate effect on the listing of the Company’s securities on The Nasdaq Global Market.

According to the Deficiency Notice, the Company has a period of 45 calendar days, or until October 5, 2026, to submit a plan to Nasdaq to regain compliance. If the Company submits a plan and Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the date of the Deficiency Notice, or until February 15, 2027, to regain compliance with the Rule. If Nasdaq does not accept the Company’s plan, the Company would have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ROMAN DBDR ACQUISITION CORP. II

Date: August 21, 2026	By:	/s/ John J. Birmingham
		Name: John J. Birmingham
		Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents