ThomasLloyd to merge with Roman DBDR (DRDB) in US$850M climate and AI deal
Rhea-AI Filing Summary
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
Positive
- Transformational business combination announced: Roman DBDR signs a definitive agreement to merge with ThomasLloyd Climate Solutions, giving the SPAC a defined target in sustainable energy and AI-driven data center infrastructure.
- Scaled valuation and upside structure: ThomasLloyd is valued at a pre-money equity value of
US$850 million , with potential transaction value up toUS$1.3 billion via share price-based earnouts and up to 45,000,000 additional PubCo Class A shares. - Multiple funding sources identified: The parties expect more than
US$240 million in gross proceeds from trust cash and an anticipated PIPE, plus a bindingUS$200 million committed equity facility to support growth after listing. - Strong alignment of interests: ThomasLloyd’s existing shareholders are rolling 100% of their equity, management will continue to lead the combined company, and insiders have agreed to post-closing lock-ups and share price-based earnouts.
Negative
- None.
Insights
Roman DBDR names ThomasLloyd as its SPAC merger target with a sizable climate- and AI-focused platform.
Roman DBDR is transitioning from a cash shell into an operating company by combining with ThomasLloyd Climate Solutions, a vertically integrated sustainable energy and technology provider. The deal assigns ThomasLloyd a pre-money equity value of
Funding includes expected gross proceeds exceeding
The structure keeps ThomasLloyd’s management and shareholders fully rolled into the new PubCo and layers in up to 45,000,000 earn-out shares, aligning upside to future stock performance. Actual outcomes will depend on PIPE execution, SPAC redemptions, regulatory approvals and the combined company’s ability to meet the share-price hurdles after the planned second-half
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into A Material Definitive Agreement |
On February 27, 2026, Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (“Roman”), ThomasLloyd Climate Solutions B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), with its corporate seat in Amsterdam, the Netherlands (“ThomasLloyd”), and each of the holders of ThomasLloyd’s outstanding ordinary shares as named in the Business Combination Agreement (the “Sellers”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). TL Topco PLC, a public limited company to be incorporated under the laws of England and Wales (“PubCo”) and ThomasLloyd Climate Solutions Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of PubCo (“Merger Sub” and, together with PubCo, the “PubCo Parties” and each, a “PubCo Party”) will become parties to the Business Combination Agreement following the formation of PubCo. The Business Combination Agreement and the transactions contemplated thereby (the “Business Combination”) were unanimously approved by the boards of directors of each of Roman and ThomasLloyd. The Business Combination is expected to close in the third quarter of 2026, following the receipt of the requisite approvals of Roman’s shareholders and ThomasLloyd’s shareholders and the fulfillment of other customary closing conditions.
Business Combination Agreement
The Merger and the Share Exchange
The Business Combination Agreement provides, among other things, that at least one day prior to the share exchange described below, Roman will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving company after the Merger (the “Surviving Company”) and a direct, wholly owned subsidiary of PubCo. The effective time of the Merger is referred to as the “Merger Effective Time.” As a result of the Merger, each issued and outstanding share of Roman’s Class A ordinary shares, $0.0001 par value (each a “Roman Class A Share”) and Roman’s Class B ordinary Shares, $0.0001 par value (each a “Roman Class B Share” and, together with Roman Class A Share, “Roman Ordinary Shares”) other than the Roman Dissenting Shares (each as defined in the Business Combination Agreement) 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 (as defined below), and each issued and outstanding Roman Warrant (as defined in the Business Combination Agreement) will become one warrant to purchase one PubCo Class A Ordinary Share (“PubCo Warrant”), with PubCo issuing a number of PubCo Class A Ordinary Shares and PubCo Warrants in accordance with the terms of the Business Combination Agreement. Exercise of each Roman Warrant will be handled pursuant to an Assignment, Assumption and Amendment Agreement, entered into by each of PubCo, the Surviving Company and Continental Stock Transfer & Trust Company, as warrant agent, amending the Warrant Agreement (as defined in the Business Combination Agreement), pursuant to which, among other things, PubCo will assume the obligations of the Surviving Company under the Warrant Agreement. Each Roman Dissenting Share shall be cancelled and cease to exist at the Merger Effective Time, will not be entitled to receive the applicable PubCo Shares (as defined below) and will be entitled to receive only the payment of the fair value of such Roman Dissenting Share held by them as determined in accordance with Section 238 of the Cayman Companies Act.
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 Class A ordinary shares (“PubCo Class A Ordinary Shares”) and Class B ordinary shares (“PubCo Class B Ordinary Shares” and, together with the PubCo Class A Ordinary Shares, the “PubCo Shares”). The effective time of such share exchange is referred to as the “Share Exchange Effective Time” and such share exchange is referred to as the “Share Exchange.” The Share Exchange, together with the Merger, the Business Combination and the other transactions contemplated by the Business Combination Agreement and the related agreements, are collectively referred to as the “Transactions.”
Subject to the terms and conditions of the 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 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 Business Combination Agreement).
Following the closing of the Business Combination (the “Closing”), in addition to the consideration to be received pursuant to the Share Exchange, if at any time during the period beginning on the date of the Closing (the “Closing Date”) and ending on the fifth anniversary thereof (the “Earn-Out Period”), the closing price of the PubCo Class A Ordinary Shares equals or exceeds certain specified price thresholds for any twenty (20) consecutive Trading Days (as defined in the Business Combination Agreement) (each such threshold, an “Earn-Out Target”), then within ten (10) Trading Days following the achievement of such Earn-Out Target, PubCo will issue to the Sellers an aggregate of 7,500,000 PubCo Class A Ordinary Shares for each Earn-Out Target achieved, in an amount of shares equal to each Seller’s pro rata portion of the ThomasLloyd ordinary shares exchanged in the Share Exchange (such PubCo Class A Ordinary Shares issuable upon achievement of the Earn-Out Targets, the “Earn-Out Consideration”). The Earn-Out Targets are: (i) $12.50 per share, (ii) $15.50 per share, (iii) $17.50 per share, (iv) $20.00 per share, (v) $22.50 per share, and (vi) $25.00 per share. The Earn-Out Consideration for each Earn-Out Target is calculated as a separate and distinct target obligation and is payable following the achievement of such target even if such achievements occur concurrently. The aggregate Earn-Out Consideration available to be earned across all Earn-Out Targets is 45,000,000 PubCo Class A Ordinary Shares. If any Earn-Out Target is not satisfied during the Earn-Out Period, the obligations with respect to such Earn-Out Target will terminate. The Earn-Out Consideration and the closing price requirement for each Earn-Out Target are subject to adjustment to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into PubCo Class A Ordinary Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to PubCo Class A Ordinary Shares, occurring on or after the effective date of the Business Combination Agreement and prior to the time any such Earn-Out Period is achieved and the Earn-Out Consideration is delivered, if any.
Roman Shareholder Redemptions
Roman will provide the holders of Roman Class A Shares, the right to have all or a portion of their Roman Class A Shares redeemed for cash in connection with the Business Combination, in accordance with Roman’s governing documents, for a per-share price equal to the pro rata portion of the funds then in Roman’s trust account (including interest not previously released to pay taxes).
Representations and Warranties; Covenants
The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of Roman and ThomasLloyd prior to the Closing and the preparation and filing of a registration statement on Form F-4 relating to the Business Combination containing a prospectus and proxy statement (the “Registration Statement / Proxy Statement”). In addition, prior to the effectiveness of Registration Statement / Proxy Statement, PubCo will adopt a new equity incentive plan (the “PubCo Equity Incentive Plan”) and an employee share purchase plan (the “PubCo Employee Stock Purchase Plan” or “PubCo ESPP”, together with the PubCo Equity Incentive Plan, the “Equity Plan Proposals”). The PubCo Equity Incentive Plan will provide for the issuance of shares equal to up to 10% of the PubCo Shares on a fully-diluted basis (calculated after giving effect to the Transactions) and will include an annual automatic increase in the share reserve on the first day of each fiscal year, such increase up to 3% of the PubCo Shares on a fully-diluted basis. The PubCo ESPP will provide for the issuance of shares equal to 2% of the PubCo Shares on a fully-diluted basis (calculated after giving effect to the Transactions) and will include an annual automatic increase in the share reserve on the first day of each fiscal year of 1% of the PubCo Shares on a fully-diluted basis.
The Business Combination Agreement also contains obligations of Roman and PubCo to use their commercially reasonable efforts to seek financing agreements for an aggregate of at least $100 million in proceeds through one or more subscription agreements on such terms and conditions therein, and using a placement agent, to be mutually agreed by Roman, PubCo and ThomasLloyd. Each of Roman, PubCo and ThomasLloyd will use commercially reasonable efforts to cooperate with each other in connection with the arrangement of any PIPE Financing (as defined in the Business Combination Agreement).
Governance
The parties have agreed to take all requisite action such that, effective immediately after the Share Exchange Effective Time, the PubCo board of directors will initially consist of seven (7) directors: (A) one (1) director will be designated by ThomasLloyd; (B) one (1) director will be designated by Roman; (C) one (1) director will be ThomasLloyd’s Chief Executive Officer; and (D) four (4) directors will be Independent Directors who are not employed by ThomasLloyd and who are mutually agreeable to Roman and ThomasLloyd; provided, that at least a majority of the PubCo board of directors will qualify as Independent Directors. The initial director designees will hold such office until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal.
Conditions to Closing
The obligation of the parties to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of any applicable waiting periods under applicable antitrust law, (ii) no legal restraint or prohibition issued by any governmental entity enjoining, prohibiting or preventing the consummation of the Business Combination being in effect, (iii) the effectiveness of the Registration Statement / Proxy Statement, (iv) receipt of the requisite approvals of Roman’s shareholders, (v) the approval for listing of the PubCo Shares on Nasdaq (or other principal market mutually agreed by Roman and ThomasLloyd), and (vi) the PubCo board of directors being constituted as required by the Business Combination Agreement
The obligation of Roman and the PubCo Parties to consummate the Transactions is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing, (ii) execution and delivery of an officer’s certificate by an officer of ThomasLloyd certifying the accuracy of certain conditions, and (iii) receipt of evidence that each of the Terminating Contracts (as defined in the Business Combination Agreement) shall be terminated effective as of immediately prior to the Merger Effective Time.
The obligation of ThomasLloyd and the Sellers to consummate the Transactions is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no Roman Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing, (ii) execution and delivery of an officer’s certificate by an officer of Roman certifying the accuracy of certain conditions, (iii) the articles of association of PubCo (the “PubCo Articles”) having been filed with Companies House, accepted by the registrar and shown as effective on the public register, (iv) the execution and delivery of the registration rights agreement (the “Registration Rights Agreement”) and lock-up agreement (the “Lock-Up Agreement”), and (v) that sponsor support agreement (the “Sponsor Support Agreement”) has been complied with in all material respects.
Termination
The Business Combination Agreement may be terminated under certain circumstances, including (i) by mutual written consent of ThomasLloyd and Roman at any time prior to the Closing, (ii) by either ThomasLloyd or Roman if the Closing has not occurred by August 31, 2026 (the “Outside Closing Date”) (provided that, if the SEC has not declared the Registration Statement / Proxy Statement effective on or prior to August 31, 2026, the Outside Closing Date shall be automatically extended to November 16, 2026) or the Outside Closing Date shall be extended by a vote of the shareholders of Roman to a date not to exceed December 16, 2027, (iii) by ThomasLloyd or Roman if a governmental authority issues a final and non-appealable order or enacts a law making the Transactions illegal or permanently restraining, enjoining or otherwise prohibiting the Transactions, (iv) by ThomasLloyd or Roman if the shareholder meeting of Roman has been held and concluded and the shareholder approval of Roman was not obtained, (v) by Roman at any time after May 15, 2026 if ThomasLloyd fails to deliver the required audited financial statements, management’s discussion and analysis, and information necessary for the preparation of unaudited pro forma condensed combined financial information of PubCo within the time period required under the Business Combination Agreement, (vi) by Roman if ThomasLloyd or the PubCo Parties breach any representation, warranty, agreement or covenant in the Business Combination Agreement which has rendered or would reasonably be expected to render the satisfaction of certain closing conditions impossible and such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by ThomasLloyd of written notice from Roman describing the nature of such breach, or (vii) by ThomasLloyd if Roman breaches any of its covenants, agreements, representations, and warranties in the Business Combination Agreement which has rendered or would reasonably be expected to render the satisfaction of certain closing conditions impossible and such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Roman of written notice from ThomasLloyd describing the nature of such breach.
If the Business Combination Agreement is validly terminated, none of the parties will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of willful breach or fraud. Notwithstanding the foregoing, (i) if Roman terminates the Business Combination Agreement after June 30, 2026 solely due to ThomasLloyd’s failure to deliver the required audited financial statements by June 30, 2026, ThomasLloyd shall pay Roman the portion of Roman’s reasonable and documented out-of-pocket fees and expenses paid or payable to third parties as they relate to the negotiation of the Ancillary Agreement (as defined in the Business Combination Agreement) and the Business Combination Agreement (the “Roman Transaction Expenses”), (ii) if ThomasLloyd fails to consummate the Transactions upon satisfaction of all of the conditions to Closing as set forth in Article XI of the Business Combination Agreement (other than those conditions that by their nature would be satisfied at the Closing) or otherwise terminates the Business Combination Agreement in breach of Article XII of the Business Combination Agreement, provided in each case, that Roman and PubCo are each ready and willing to consummate the Transactions at such time and not in breach of their obligations, ThomasLloyd shall pay Roman the Roman Transaction Expenses plus $8,000,000 as liquidated damages as set forth in the Business Combination Agreement, or (iii) if either Roman or ThomasLloyd terminates the Business Combination Agreement because the Closing has not occurred by the Outside Closing Date (provided that such termination right is not available to a party whose failure to fulfill its obligations was the proximate cause of the failure to close), ThomasLloyd shall pay Roman the Roman Transaction Expenses plus $8,000,000 as liquidated damages as set forth in the Business Combination Agreement.
The foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement and any related agreements. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. It is not intended to provide any other factual information about Roman, ThomasLloyd, or any other party to the Business Combination Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties, are subject to limitations agreed upon by the parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts) and are subject to standards of materiality applicable to the parties that may differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Roman’s public disclosures.
The foregoing description of the Business Combination Agreement is qualified in its entirety by reference to the Business Combination Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K.
PubCo Articles of Association
The articles of association of PubCo (the “PubCo Articles”) will govern the rights, privileges, and preferences of the holders of PubCo securities after the Share Exchange.
In connection with the Share Exchange, PubCo will issue new PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares. Holders of PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares generally vote together as a single class on all matters submitted to a vote of shareholders, except (i) as otherwise required by applicable law or the PubCo Articles, and (ii) holders of PubCo Class B Ordinary Shares may not vote on certain matters including related party transactions involving parties controlled by or under common control with such holders, board remuneration matters, and appointment or reappointment of board members proposed by such holders. Holders of PubCo Class A Ordinary Shares are entitled to one (1) vote per Class A Ordinary Share. Holders of PubCo Class B Ordinary Shares are entitled to ten (10) votes per PubCo Class B Ordinary Share.
The foregoing description of the PubCo Articles do not purport to be complete and are qualified in their entirety by the terms and conditions of the form of the PubCo Articles, a copy of which is included as Exhibit A to the Business Combination Agreement (attached as Exhibit 2.1 hereto), and the terms of which are incorporated herein by reference.
Related Agreements
The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:
Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, Roman, Roman DBDR Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and ThomasLloyd entered into the Sponsor Support Agreement, pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Business Combination Agreement, the Merger, and each other proposal related to the Transactions, and against any alternative transactions or agreements that would impede, hinder, interfere with, delay, postpone, frustrate, prevent or nullify the Transactions, (ii) not redeem any Subject Shares (as defined in the Sponsor Support Agreement) in connection with the Transactions, (iii) be bound by certain other covenants and agreements related to the Business Combination, (iv) be bound by certain transfer restrictions with respect to its shares in Roman prior to the expiration time of the Sponsor Support Agreement, (v) be subject to the restrictions contemplated by the Lock-Up Agreement, (vi) waive anti-dilution protections with respect to the conversion of Roman Class B ordinary shares, par value $0.0001 per share (“Roman Class B Shares”), (vii) convert each Roman Class B Share into one Roman Class A Share, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement, (viii) waive any appraisal rights to dissent from the Transactions, and (viii) not amend, terminate or modify the Insider Letter (as defined in the Sponsor Support Agreement) without ThomasLloyd’s prior written consent. PubCo will become a party to the Agreement by executing a signature page thereto.
A copy of the Sponsor Support Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Sponsor Support Agreement is qualified in its entirety by reference thereto.
Registration Rights Agreement
In connection with the Transactions, PubCo, Roman, Sponsor, and certain shareholders of Roman and ThomasLloyd will enter into the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, among other things, PubCo will agree that, within thirty (30) days following the Closing Date, PubCo will file with the SEC a registration statement registering the resale of certain PubCo Shares held by or issuable to the parties thereto (such registration statement, the “Resale Registration Statement”), and PubCo will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) sixty (60) days following the filing (or ninety (90) days if the SEC reviews the registration statement) and (ii) seven (7) business days after the SEC notifies PubCo that the registration statement will not be reviewed. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands. The Registration Rights Agreement also provides for liquidated damages payable to holders if PubCo fails to file or have declared effective the Resale Registration Statement within the required timeframes.
The Registration Rights Agreement amends and restates the registration rights agreement that was entered into by Roman, the Sponsor and B. Riley Securities, a Delaware corporation, in connection with Roman’s initial public offering.
The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Registration Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no longer holds any Registrable Securities (as defined therein).
The foregoing description of the Registration Rights Agreement is subject to and qualified in its entirety by reference to the full text of the form of Registration Rights Agreement, a copy of which is attached as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.
Lock-Up Agreement
In connection with the consummation of the Transactions, the Sponsor and the ThomasLloyd shareholders will enter into the Lock-Up Agreement with PubCo.
Pursuant to the 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.
The foregoing description of the Lock-Up Agreement is subject to and qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is included as Exhibit 10.3 to this Current Report.
Amended and Restated Business Combination Marketing Agreement
In connection with the signing of the Business Combination Agreement, Roman, ThomasLloyd and B. Riley Securities, Inc. (“B. Riley”) entered into an Amended and Restated Business Combination Marketing Agreement (the “A&R BCMA”), which amended and restated the Business Combination Marketing Agreement, dated December 12, 2024, by and between Roman and B. Riley.
Pursuant to the A&R BCMA, B. Riley will provide certain advisory, marketing and capital markets services to Roman in connection with certain business combinations, including the Business Combination. As consideration for such services, Roman has agreed to pay B. Riley a fee equal to 4.5% of the gross proceeds received by Roman from the sale of its equity securities in its initial public offering, including any proceeds from the full or partial exercise of the underwriters’ over-allotment option (the “Fee”). In connection with the 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 (collectively the “Gross Proceeds”) 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, Roman 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 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.
The foregoing description of the A&R BCMA is subject to and qualified in its entirety by reference to the full text of the A&R BCMA, a copy of which is filed as Exhibit 10.4 to this Current Report.
| Item 7.01 | Regulation FD Disclosure. |
On February 27, 2026, Roman and ThomasLloyd issued a press release announcing the Business Combination. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation, dated December 2025. Such investor presentation contains unaudited prospective financial information of ThomasLloyd (the “Projections”). ThomasLloyd does not, as a matter of course, publicly disclose projections as to future revenues, earnings, financial condition, cash flows or other operating results. The Projections were prepared by ThomasLloyd’s management solely for internal use and for use in connection with discussions with certain potential investors in a potential financing transaction.
The Projections were prepared as of a prior date and speak only as of that date. They were based on numerous assumptions and estimates reflecting management’s judgment at the time, including, among other things, assumptions regarding market conditions, operating performance, timing and availability of financing (including the assumption that financing of US $30–50 million would be raised prior to January 31, 2026), capital expenditures and other matters. Many of these assumptions are inherently uncertain, are beyond ThomasLloyd’s control, and are subject to significant business, economic, competitive and regulatory risks. Since the date the Projections were prepared, material changes in circumstances, market conditions, strategy, financing assumptions and other factors have occurred, and certain assumptions underlying the Projections are no longer accurate.
The Projections do not reflect subsequent events, updated information or revised assumptions, and have not been updated or revised to reflect current conditions. Neither Roman nor ThomasLloyd makes any representation or warranty, express or implied, as to the accuracy, completeness, reasonableness, achievability or reliability of the Projections, and neither Roman nor ThomasLloyd intends to, and expressly disclaims any obligation to, update, revise or reaffirm the Projections to reflect events or circumstances occurring after the date they were prepared, except as may be required by applicable law.
The Projections are being furnished to investors with this Form 8-K solely because they were previously made available to certain potential investors in connection with prior discussions regarding a potential financing transaction. Investors should not rely on the fact that Roman is furnishing the Projections with this Form 8-K as an indication that Roman or its management, ThomasLloyd or its management, or any other person considers the Projections to be predictive of future events or otherwise indicative of actual future results. Investors should not rely upon the Projections as public guidance, as predictive of future events, or as a basis for any investment decision.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Roman under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
| Item 8.01 | Other Events. |
Committed Equity Facility Term Sheet
In connection with the consummation of the Transactions, Roman, ThomasLloyd and B. Riley entered into a binding term sheet (the “CEF Term Sheet”) with B. Riley relating to the CEF. Pursuant to the CEF Term Sheet, subject to the consummation of the 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 (“QIU”) 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.
Additional Information about the Business Combination and Where to Find It
The Business Combination will be submitted to shareholders of Roman for their consideration. PubCo, Roman and ThomasLloyd intend to file a registration statement on Form F-4 with the SEC, which will include preliminary and definitive proxy statements to be distributed to Roman’s shareholders in connection with Roman’s solicitations of proxies from Roman’s shareholders with respect to the Business Combination and other matters to be described in the Registration Statement / Proxy Statement, as well as the prospectus relating to the offer of the securities to be issued to the shareholders of ThomasLloyd in connection with the completion of the Business Combination. After the Registration Statement / Proxy Statement has been filed and declared effective, Roman will mail a definitive proxy statement/prospectus and other relevant documents relating to the Business Combination and other matters to be described in the Registration Statement / Proxy Statement to Roman shareholders as of a record date to be established for voting on the Business Combination. Before making any voting or investment decision, Roman shareholders, ThomasLloyd shareholders, and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC by Roman in connection with the Business Combination and other matters to be described in the Registration Statement / Proxy Statement, when they become available because they will contain important information about Roman, ThomasLloyd and the Business Combination. Shareholders will also be able to obtain free copies of the preliminary Registration Statement / Proxy Statement, the definitive Registration Statement / Proxy Statement and other documents filed by Roman with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a written request to Roman DBDR Acquisition Corp. II, 3300 S. Dixie Highway, Suite 179, West Palm Beach, FL 33405.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding expectations relating to the Business Combination and other related transactions, including potential benefits, anticipated timing and satisfaction of closing conditions of the Business Combination; the implied equity value of ThomasLloyd; the formation, future financial condition and performance of PubCo; expected financial impacts of the Business Combination, including the amount and timing of the anticipated PIPE raise; the level of redemptions of Roman shareholders; the expected future performance of PubCo; ThomasLloyd’s estimates and forecasts of its pipeline projects and market opportunities; ThomasLloyd’s anticipated capital expenditures; ThomasLloyd’s expectations related to the success of its project development activities; and ThomasLloyd’s beliefs regarding its position in energy markets, including with respect to AI and data centers. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of ThomasLloyd’s and Roman’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of ThomasLloyd and Roman. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the Business Combination and other related transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcements or other actions relating to special purpose acquisition companies) that could adversely affect the combined company or the expected benefits of the Business Combination and other related transactions; failure to realize the anticipated benefits of the Business Combination and other related transactions; risks related to ThomasLloyd, including but not limited to (i) its ability to implement strategy and identify suitable sustainable investment opportunities, (ii) political developments, laws and regulations in areas where ThomasLloyd operates, (iii) increased competition in the industries where ThomasLloyd operates, (iv) supply of natural resources necessary for ThomasLloyd’s operations, (v) reliance on third-party supplier and service providers, (vi) the effects of climate change, extreme weather events, and seismic events, and (vii) fluctuations in currency markets. Additional risks related to Roman include those factors discussed in documents Roman has filed or will file with the SEC, together with the risks described in the document entitled “Risk Factors” that has been made available to interested parties concurrent with this Current Report on Form 8-K and also set forth in the section entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in Roman’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, Roman’s Annual Report on Form 10-K for the year ended December 31, 2024, and in those documents that Roman has filed, or will file, with the SEC.
If any of these risks materialize or Roman’s or ThomasLloyd’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Roman nor ThomasLloyd presently know or that Roman and ThomasLloyd currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Roman’s and ThomasLloyd’s expectations, plans, or forecasts of future events and views as of the date of this Current Report on Form 8-K and are qualified in their entirety by reference to the cautionary statements herein. Roman and ThomasLloyd anticipate that subsequent events and developments will cause Roman’s and ThomasLloyd’s assessments to change. These forward-looking statements should not be relied upon as representing Roman’s and ThomasLloyd’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither Roman, ThomasLloyd nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.
Participants in the Solicitation
Roman, ThomasLloyd, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from Roman’s shareholders with respect to the Business Combination and the other matters set forth in the Registration Statement / Proxy Statement. Information regarding Roman’s directors and executive officers, and a description of their interests in Roman is contained in Roman’s Annual Report on Form 10-K, which was filed with the SEC and is available free of charge at the SEC’s website located at www.sec.gov, or by directing a request to Roman DBDR Acquisition Corp. II, 3300 S. Dixie Highway, Suite 179, West Palm Beach, FL 33405. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests, will be contained in the Registration Statement / Proxy Statement relating to the Business Combination when it becomes available. Shareholders, potential investors and other interested persons should read the Registration Statement / Proxy Statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
This Current Report on Form 8-K is not a substitute for the registration statement or for any other document that Roman and ThomasLloyd may file with the SEC in connection with the Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by Roman, without charge, at the SEC’s website located at www.sec.gov.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Current Report on Form 8-K is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
Description | |
| 2.1†* | Business Combination Agreement, dated as of February 27, 2026, by and among Roman DBDR Acquisition Corp. II, ThomasLloyd Climate Solutions B.V., and the holders of ThomasLloyd’s outstanding ordinary shares named in the Business Combination Agreement. | |
| 10.1* | Sponsor Support Agreement, dated as of February 27, 2026, by and among Roman DBDR Acquisition Corp. II, ThomasLloyd Climate Solutions B.V., and Roman DBDR Acquisition Sponsor II LLC. | |
| 10.2 | Form of Registration Rights Agreement. | |
| 10.3 | Form of Lock-Up Agreement. | |
| 10.4 | Amended and Restated Business Combination Marketing Agreement, dated February 27, 2026 by and between Roman DBDR Acquisition Corp. II, ThomasLloyd Climate Solutions B.V. and B. Riley Securities, Inc. | |
| 99.1 | Press Release, dated February 27, 2026. | |
| 99.2 | Investor Presentation, dated December 2025. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| * | Certain portions of these exhibits have been redacted pursuant to Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K. The Registrant hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request. |
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: February 27, 2026 | ||
| Roman DBDR Acquisition Corp. II | ||
| By: | /s/ Dixon Doll, Jr. | |
| Name: | Dixon Doll, Jr. | |
| Title: | Chairman of the Board of Directors and Chief Executive Officer | |
Exhibit 99.1
ThomasLloyd Climate Solutions, a Vertically Integrated Sustainable Energy and Technology Solutions Provider, to Enter the US AI Data Center Market and Go Public Through a Business Combination with Nasdaq-Listed Roman DBDR Acquisition Corp. II
| · | ThomasLloyd Climate Solutions (“ThomasLloyd”) is a provider of sustainable energy, decarbonization and climate finance solutions to public and private sector customers globally through vertically integrated development, investment, operations, and technology offerings. |
| · | ThomasLloyd has built an independent, global platform that generates revenue from energy sales, advisory and management fees, and applied technology solutions with a diverse customer base across governments, multinational corporations, institutions and individuals worldwide. |
| · | Management has a proven 20-year track record of world class execution in climate infrastructure projects and climate finance, delivering 115 projects across 20 countries totaling ~28 GW of power generation capacity, 92 million liters of annual liquid biofuels production capacity, and over 800 wastewater treatment systems, among other projects, with US$2.8 billion in climate finance originated, demonstrating an ability to scale rapidly across global markets and execute across multiple verticals in sustainable energy and decarbonization. |
| · | A robust fast-growing commercial pipeline is comprised of dozens of ready-to-execute projects in multiple countries across high-margin segments focused on the core markets of North America and Asia-Pacific. |
| · | The scalable, purpose-built platform targets an estimated US$275 trillion market opportunity driven by unprecedented global energy demand growth, accelerating energy transition efforts, and rising national targets for energy and data sovereignty and security. |
| · | Led by founder and CEO Michael Sieg, ThomasLloyd has a highly experienced management team combining decades of experience in energy, infrastructure, finance, and technology across a number of regions and diverse sectors. |
| · | The Company enjoys what it believes to be a first-mover advantage in the AI and data center energy nexus with its sustainable energy solutions that can be deployed significantly faster than traditional alternatives at significantly lower capex, saving data centers 15-30% on energy costs while directly addressing the primary bottleneck of energy availability for data center expansion. |
| · | An independent, vertically integrated platform business model, positions ThomasLloyd to play a dominant role in the rapid consolidation of the highly fragmented and capital-constrained North American and Asia Pacific energy markets through acquisition and integration of companies bringing world-class talent, IP, customer relationships, and new geographies, as well as existing assets to the Company’s already diversified offering. |
| · | The Proposed Business Combination values ThomasLloyd at a pre-money equity value of US$850 million and is expected to provide in excess of US$240 million in gross proceeds from a combination of funds from cash held in Roman DBDR’s trust account and an anticipated PIPE raise, before accounting for potential redemptions and transaction expenses. There is no minimum cash closing condition associated with the Proposed Business Combination. |
| · | Upon close of the proposed transaction, which is anticipated in the second half of 2026, the combined entity will be named “Thomas Lloyd Climate Solutions Holdings PLC” and is expected to list on the Nasdaq exchange under the ticker symbol “TCSG”. |
LONDON (February 27, 2026) – ThomasLloyd Climate Solutions B.V. ("ThomasLloyd" or the "Company"), a vertically integrated sustainable energy and technology solutions provider, and Roman DBDR Acquisition Corp. II (NASDAQ: DRDB, DRDBW, DRDBU) ("Roman DBDR"), today announced that they have entered into a definitive business combination agreement (the “Business Combination Agreement”, and the transactions contemplated by that agreement, the “Proposed Business Combination”). Pursuant to the Business Combination Agreement, Roman DBDR and ThomasLloyd will become wholly-owned subsidiaries of a new holding company, which is to be incorporated under the laws of England and Wales and to be listed on the Nasdaq exchange under the ticker symbol "TCSG". The new holding company will be formed to facilitate the agreed-upon transaction structure.
ThomasLloyd Overview
ThomasLloyd, which has its origins dating back to 2003, has evolved into a vertically integrated provider of sustainable energy, decarbonization and climate finance solutions to public and private sector customers globally. The Company integrates development, investment, operations, and technology into a single independent platform, positioning itself as a comprehensive partner in climate infrastructure development and decarbonization worldwide. Its activities span multiple sectors, including renewable power generation, sustainable fuels, water and waste infrastructure, energy efficiency, transmission and distribution systems, and climate finance solutions supporting public and private sector energy goals. Today, ThomasLloyd serves a diverse customer base including governments, multinational corporations, institutions and individuals in more than 50 countries.
As an industry pioneer, ThomasLloyd has built deep financial, technical, social and operational expertise, driving sustainable infrastructure projects, systems and applications from origination through long-term operations. Its specialists have been responsible for the realization and operation of approximately 28 gigawatts (GW) of conventional and renewable power generation capacity, related transmission and distribution infrastructure, sustainable fuels production, water and waste treatment systems and energy efficiency solutions across various areas including mobility and built environment. This track record demonstrates the Company’s ability to execute complex solutions in markets facing accelerating energy and sustainability demands.
ThomasLloyd’s integrated model, aligning financial structuring with development and operational execution, enables the Company to own full client relationships and deliver end-to-end solutions. This allows the Company to broaden customer engagements, improve project economics, and capture long-term value through operational performance. Its climate finance platform includes tailored capital solutions, impact investing products, and carbon procurement strategies designed to accelerate climate mitigation and adaptation at scale.
Management Commentary
"We're witnessing a fundamental transformation in how the world thinks about energy infrastructure and resources – what started as climate concerns has evolved into an urgent economic and national security imperative, particularly as AI and data centers reshape energy demand patterns,” said Michael Sieg, Founder and CEO of ThomasLloyd. “Our independent, vertically integrated platform, combining deep technical expertise with financial innovation and operational excellence, allows us to solve complex energy and decarbonization challenges that traditional players simply can't address at scale and with appropriate speed. The business combination with Roman DBDR would serve a dual purpose beyond raising capital – it accelerates our North American expansion and we believe establishes ThomasLloyd as the partner of choice for enterprises and governments seeking reliable, sustainable energy and technology solutions that can be delivered with exceptional speed and scale.”
Vivienne Macalchlan, CFO of ThomasLloyd, says “Our strategic partnership with Roman DBDR and listing on Nasdaq would represent a pivotal step in ThomasLloyd’s journey, providing us with a robust platform from which we can take advantage of significant global market opportunities. Our successes, evolution and learnings over the last few years have allowed us to develop a well thought-through customer centric energy and decarbonization offering. With Roman DBDR as our partner, our team has a unique opportunity to drive, grow and optimize market share, revenue and margin in a more pronounced manner than before.”
“ThomasLloyd embodies the rare combination of visionary leadership, operational depth, and market timing that defines transformational investment opportunities,” said Dixon Doll, Jr., Chairman and CEO of Roman DBDR. “Michael and his team have built something truly unique: a platform that doesn't just participate in the energy transition but actually drives it through innovative solutions and superior execution. ThomasLloyd’s ability to navigate complex, multi-jurisdictional projects while maintaining strong stakeholder relationships demonstrates the kind of institutional-quality management we believe public markets will reward.”
“This partnership embodies our conviction that the companies solving humanity’s most pressing infrastructure challenges will generate exceptional long-term value for shareholders,” added Dr. Donald Basile, Co-Founder of Roman DBDR. “ThomasLloyd’s unique positioning as an independent ‘one stop shop’ for best-in-class sustainable infrastructure development, financing and operations puts it in the driver’s seat as the global economy’s demands for smart energy resources and applications continue to grow at a rapid pace. We are excited to support ThomasLloyd’s vision for sustainable energy abundance.”
Growth & Market Overview
ThomasLloyd has achieved first-mover advantage in the global energy transition infrastructure sector, which a leading management consultancy quantifies as a US$275 trillion market opportunity – equivalent to 7.5% of global GDP annually between 2021 and 2050. Three irreversible structural drivers are converging in the Company's core North American and Asia-Pacific markets simultaneously: unprecedented energy demand growth from economic growth and population expansion, urbanization, and AI/data center development, energy transition for decarbonization, and national energy sovereignty and security imperatives driving demand for domestically deployable solutions. The Company's independent, decentralized sustainable energy solutions deliver superior economics with significantly lower capex and significantly faster deployment compared to traditional grid-based fossil fuel systems.
This market position is supported by a fast-growing, robust commercial pipeline of potential investments across more than 40 projects in 10 countries. The pipeline comprises predominantly organic follow-on investments along with selected acquisitions in high-margin segments, focusing on synergistic, recurring offerings across renewable energy and hybrid solutions, biofuels, AI data centers, industrial decarbonization including heating and cooling, water scarcity solutions, and resource management. This approach serves to rationalize the fragmented, capital-constrained sustainable energy infrastructure sector to create massive opportunity for ThomasLloyd's scaled, vertically integrated platform to capture meaningful market share with strong revenue visibility and immediate execution capability.
Transaction Overview
The Proposed Business Combination, which has been unanimously approved by the Boards of Directors of both Roman DBDR and ThomasLloyd, is expected to provide in excess of US$240 million in gross proceeds, from a combination of funds from cash held in Roman DBDR’s trust account and an anticipated PIPE raise, before accounting for potential redemptions and transaction expenses. The Proposed Business Combination does not have a minimum cash closing condition and is expected to close in the second half of 2026, subject to customary closing conditions, including approval by Roman DBDR shareholders and other regulatory approvals.
In addition, the Company has signed a binding term sheet with B. Riley Principal Capital II, LLC for a US$200 million equity line of credit to further support its growth strategy.
The Proposed Business Combination values ThomasLloyd at a pre-money equity value of US$850 million, whereby the transaction value could increase up to US$1.3 billion via a US$450 million share price-based earnout, aligning management incentives for continued Company growth and reinforcing existing shareholders’ commitment to the Company. This would imply a pro forma equity value of the new public company of approximately US$1.5 billion including the earnout and assuming US$240 million in gross proceeds from a combination of funds from cash held in Roman DBDR’s trust account and an anticipated PIPE raise.
ThomasLloyd’s existing management team will continue to lead the combined company following the completion of the Proposed Business Combination. ThomasLloyd’s existing shareholders will roll 100% of their equity holdings into the new public company. Additionally, ThomasLloyd’s management team, ThomasLloyd’s primary equity holders, Roman DBDR sponsor and certain affiliates of Roman DBDR’s sponsor have committed to customary post-closing lock-ups and will continue to be aligned with shareholder interests through the previously referenced program of share price-based earnouts.
Additional information about the Proposed Business Combination, including a copy of the business combination agreement, will be provided in a report on Form 8-K to be filed by Roman DBDR with the U.S. Securities and Exchange Commission (“SEC”) and available at www.sec.gov.
Advisors
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, is serving as exclusive financial advisor and lead capital markets advisor to ThomasLloyd. B. Riley Securities is serving as exclusive financial advisor and capital markets advisor to Roman DBDR. Goodwin Procter LLP is serving as legal counsel to Roman DBDR and ReedSmith is serving as legal counsel to ThomasLloyd. ICR is serving as strategic communications advisor for the Proposed Business Combination.
About ThomasLloyd Climate Solutions
Founded in 2003, ThomasLloyd is a vertically integrated sustainable energy and technology solutions provider, integrating development, investment, operations, and technology on a single energy and decarbonization platform. The company operates across renewable power generation capacity, related transmission and distribution infrastructure, sustainable fuels production, water and waste treatment systems, energy efficiency solutions for the mobility and buildings sectors, and climate finance, serving governments, corporations and institutional and private investors worldwide. The ThomasLloyd team has collectively structured, managed and operated 115 projects across more than 20 countries, representing approximately 28 gigawatts of power generation capacity across conventional and renewable energy and related infrastructure, leveraging deep financial, technical, social and operational expertise to generate long-term value while advancing the global energy transition.
About Roman DBDR Acquisition Corp. II
Roman DBDR Acquisition Corp. II (Nasdaq: DRDB) is a publicly traded special purpose acquisition company focused on identifying and partnering with high-growth companies. Founded by seasoned investors with more than 20 years of shared experience operating and investing in both private and public companies across multiple industries, Roman DBDR brings deep operational insight, strategic capital, and a powerful network to emerging businesses seeking to scale and succeed in public markets. The firm’s mission is to combine with innovative companies to accelerate growth, disrupt incumbents, and generate significant long-term value.
The group’s prior SPAC, Roman DBDR Tech Acquisition Corp. went public in November 2020, raising US$236 million, and completed its merger with CompoSecure Holdings, Inc. (“CompoSecure”) in December 2021. The merger included a US$175 million fully committed exchangeable notes and common stock PIPE financing led by funds and accounts managed by BlackRock and Highbridge Capital Management. In January 2026, CompoSecure completed its merger with Husky Technologies Limited and rebranded to GPGI, Inc. (NYSE: GPGI).
Media & Investor Contacts
ThomasLloyd
ICR, Inc.
ThomasLloyd@icrinc.com
Roman DBDR Acquisition Corp. II
ICR, Inc.
RomanDBDR@icrinc.com
Additional Information about the Business Combination and Where to Find It
The Business Combination will be submitted to shareholders of Roman DBDR for their consideration. The parties to the Business Combination Agreement intend to file a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (the “SEC”), which will include preliminary and definitive proxy statements to be distributed to Roman DBDR’s shareholders in connection with Roman DBDR’s solicitations of proxies from Roman DBDR’s shareholders with respect to the Proposed Business Combination and other matters to be described in the Registration Statement / Proxy Statement, as well as the prospectus relating to the offer of the securities to be issued to the shareholders of ThomasLloyd in connection with the completion of the Proposed Business Combination. After the Registration Statement / Proxy Statement has been filed and declared effective, Roman DBDR will mail a definitive proxy statement/prospectus and other relevant documents relating to the Proposed Business Combination and other matters to be described in the Registration Statement / Proxy Statement to Roman DBDR’s shareholders as of a record date to be established for voting on the Proposed Business Combination. Before making any voting or investment decision, Roman DBDR’s shareholders, ThomasLloyd’s shareholders, and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC by Roman DBDR in connection with the Proposed Business Combination and other matters to be described in the Registration Statement / Proxy Statement, when they become available because they will contain important information about Roman DBDR, ThomasLloyd and the Proposed Business Combination. Shareholders will also be able to obtain free copies of the preliminary Registration Statement / Proxy Statement, the definitive Registration Statement / Proxy Statement and other documents filed by Roman DBDR with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a written request to Roman DBDR Acquisition Corp. II, 3300 S. Dixie Highway, Suite 179, West Palm Beach, FL 33405.
Forward-Looking Statements
This press release includes forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding expectations relating to the Proposed Business Combination and other related transactions, including potential benefits, anticipated timing and satisfaction of closing conditions of the Proposed Business Combination; the implied equity value of ThomasLloyd; the formation, future financial condition and performance of the combined company which will be incorporated under the law of England and Wales (“PubCo”); expected financial impacts of the Proposed Business Combination, including the amount and timing of the anticipated PIPE raise; the level of redemptions of Roman DBDR’s shareholders; the expected future performance and market opportunities of PubCo; ThomasLloyd’s estimates and forecasts of its pipeline projects and market opportunities; ThomasLloyd’s anticipated capital expenditures; ThomasLloyd’s expectations related to the success of its project development activities; and ThomasLloyd’s beliefs regarding its position in energy markets, including with respect to AI and data centers. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of ThomasLloyd’s and Roman’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of ThomasLloyd and Roman DBDR. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Business Combination and other related transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcements or other actions relating to special purpose acquisition companies) that could adversely affect the combined company or the expected benefits of the Proposed Business Combination and other related transactions; failure to realize the anticipated benefits of the Proposed Business Combination and other related transactions; risks related to ThomasLloyd, including but not limited to (i) its ability to raise capital, implement strategy and identify suitable sustainable investment opportunities, (ii) political developments, laws and regulations in areas where ThomasLloyd operates, (iii) increased competition in the industries where ThomasLloyd operates, (iv) supply of natural resources necessary for ThomasLloyd’s operations, (v) reliance on third-party supplier and service providers, (vi) the effects of climate change, extreme weather events, and seismic events, and (vii) fluctuations in currency markets. Additional risks related to Roman DBDR include those factors discussed in documents Roman DBDR has filed or will file with the SEC, together with the risks described in the document entitled “Risk Factors” that has been made available to interested parties concurrent with press release and also set forth in the section entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in Roman DBDR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, Roman DBDR’s Annual Report on Form 10-K for the year ended December 31, 2024, and in those documents that Roman DBDR has filed, or will file, with the SEC.
If any of these risks materialize or Roman DBDR’s or ThomasLloyd’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Roman nor ThomasLloyd presently know or that Roman DBDR and ThomasLloyd currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Roman’s and ThomasLloyd’s expectations, plans, or forecasts of future events and views as of the date of this press release and are qualified in their entirety by reference to the cautionary statements herein. Roman DBDR and ThomasLloyd anticipate that subsequent events and developments will cause Roman DBDR’s and ThomasLloyd’s assessments to change. These forward-looking statements should not be relied upon as representing Roman’s and ThomasLloyd’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither Roman DBDR, ThomasLloyd nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.
Participants in the Solicitation
Roman DBDR, ThomasLloyd, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from Roman DBDR’s shareholders with respect to the Proposed Business Combination and the other matters set forth in the Registration Statement / Proxy Statement. Information regarding Roman’s directors and executive officers, and a description of their interests in Roman DBDR is contained in Roman DBDR’s Annual Report on Form 10-K, which was filed with the SEC and is available free of charge at the SEC’s website located at www.sec.gov, or by directing a request to Roman DBDR Acquisition Corp. II, 3300 S. Dixie Highway, Suite 179, West Palm Beach, FL 33405. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests, will be contained in the Registration Statement / Proxy Statement relating to the Proposed Business Combination when it becomes available. Shareholders, potential investors and other interested persons should read the Registration Statement / Proxy Statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
This press release is not a substitute for the registration statement or for any other document that PubCo, Roman DBDR and ThomasLloyd may file with the SEC in connection with the Proposed Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by Roman DBDR, without charge, at the SEC’s website located at www.sec.gov.
No Offer or Solicitation
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| Strictly Private & Confidential December 2025 A premier, vertically integrated global energy and decarbonization platform Operations, Investment, and Technology Solutions. ThomasLloyd Climate Solutions B.V. |
| Today’s Speakers. Strictly Private & Confidential 2 T.U. MICHAEL SIEG Group Chief Executive Officer 29 years of experience in global financial markets and alternative investments Founder & Group CEO of ThomasLloyd Climate Solutions since 2003 20+ years investing in sustainable energy, finance and technology across North America, Europe, and Asia-Pacific Founded and led Sieg Consulting, advising European corporates and institutions on legal, tax, regulatory, and structured finance matters Technical background in physics and engineering Sieg Consulting VIVIENNE MACLACHLAN Group Chief Financial Officer 25 years of experience in finance, audit, and capital markets Group CFO of ThomasLloyd Climate Solutions since 2019, overseeing global financial strategy and transformation Led various multinationals on capital raises in the UK, US, and Europe, as well as on major cross-border M&A transactions Strong finance professional skilled in corporate finance, external reporting and corporate governance Holds a bachelor’s degree in law and is a member of the Institute of Chartered Accountants, Scotland DR. DONALD BASILE Co-Founder, CTO Co-Founder and Chairman & Co-CEO of Roman DBDR Tech Acquisition Corp; led SPAC through successful business combination with CompoSecure Co-Founder, CEO and BOD Violin Memory led company from inception through successful IPO Co-Founder, Chairman & CEO Fusion-io led company from inception through multiple funding rounds and path to successful IPO. Former Executive and manager United Healthcare, AT&T and IBM MS and Ph.D. Stanford University DIXON DOLL, JR. Co-Founder, Chairman & CEO Co-Founder and Co-CEO of Roman DBDR Tech Acquisition Corp; led SPAC through successful business combination with CompoSecure Managing Director at Longstreet Ventures Former COO & Director of Violin Memory and Senior VP of Sales & Corporate Development at Fusion-io Former executive NEON and Oracle Georgetown University College Board of Advisors BA Georgetown, MBA University of Michigan |
| Investment Highlights. Purpose-Built Platform for the Energy Transition ThomasLloyd Climate Solutions B.V. (“TCS”) is a vertically integrated energy, fuel, technology, and finance solutions provider focused on delivering decarbonization strategies Positioned for a Multi-Decade, Multi-Trillion US Dollar Opportunity Targeting high-growth regions, TCS is aligned with a US$275T global energy transition investment wave Scalable Platform Positioned for Visible and Diversified Revenue Streams Synergistic solutions – Development & Construction, Operations, Tech Efficiencies, and Financing – serve governments, corporates, and small and medium-sized enterprises through recurring, cross-sellable solutions Proven Execution Across Sustainable Infrastructure and Finance 115 projects across 20 countries, with US$2.8B in climate finance originated and 28 GW of power capacity Robust Pipeline and Financial Momentum Pipeline of organic follow-on investment and selected complementary acquisition opportunities across high-growth segments supports strong revenue visibility and accelerating financial performance Experienced Leadership with Deep Sector Expertise Led by a seasoned team with decades of experience across energy, finance, and infrastructure in global growth markets Strictly Private & Confidential 3 |
| Why TCS – A Proven 20-year History. (1) Includes all projects where either TCS incl. its affiliates or members of its team have developed and/or constructed and/or operated such project in a leading capacity as owner or energy/asset manager on behalf of the owner or advisor to the owner, as well as all corporate and project financing transactions for projects, assets and businesses which either TCS or members of its team have originated and acted as lead-arranger and/or sole placement agent and/or exclusive financial advisor as of December 31, 2024. Founded in 2003, TCS started as an innovative advisor, developer, financier, and operator in sustainable energy and tech The TCS team has deep experience and knowledge of climate finance and climate infrastructure projects(1) in a number of regions and diverse sectors, being responsible for the realization and operation of: — 28 GW of generation capacity, of which 10 GW was renewable, in solar energy (1.7 GW), wind energy (4.5 GW), hydropower (2.0 GW), ocean energy (599 MW), bioenergy (583 MW), hybrid energy solutions (880 MW) and battery energy storage systems (“BESS”) (1.2 GWh) across 20 countries — 800+ wastewater treatment systems — Total annual production capacity of 700,000 t of solid-biomass fuels and 92.4 million liters of liquid biofuels (bioethanol) — Advised another 7 sustainable fuel projects across biodiesel, renewable natural gas and synthesis gas in North America, Europe and Asia — Originated and acted as lead-arranger, sole placement agent and exclusive financial advisor in 62 corporate and project financing transactions worth US$2.8B — Distributed US$1.8B in impact investment and decarbonization solutions to customers in 80 countries In 2024, TCS transformed to a single-provider, end-to-end energy transition service model Countries in which TCS and its affiliates have been/are active TCS Locations 115 Projects 28 GW of Power 20 Countries Strictly Private & Confidential 4 |
| TCS’s Diversified Customer Base and Extensive Industry Network. Sustainable Energy (1) Sustainable Fuels (1) Financial & Technical(1) Energy Efficiency & Tech(3) c. 1,700 Small-/medium-sized Farmers Carbon Credits (1) Corporates & Utilities Institutional Investors ImpactPlus 20,000+ Private Clients 1,850+ Distribution Partners Finance & Technical Selected Commercial Banks, DFI and MDB Selected Wholesale Clients & Institutional Investors(2) Corporates Selected Corporates (1) Companies presented are/have been counterparty to one or more transactions with projects, assets or businesses directly or indirectly owned, managed or advised by the Group or any of its affiliates. (2) Including wealth manager, private banks , family offices, asset manager, pension funds, corporates, foundations, governments and wealth sovereign funds. (3) Customers of the target water platform Strictly Private & Confidential 5 |
| Strong Tailwinds for Domestic, Sustainable Energy, and Decarbonization Solutions. US$275 Trillion Market Opportunity. The Tailwinds The Catalyst The Drivers Unprecedented Growth in Energy Demand(1) Energy Transition for Decarbonization High Investment Expenditure Individuals, businesses, and municipalities will require large capital expenditures to transition to sustainable energy and advanced technologies National Energy and Data Sovereignty and Security We aim to secure a focused share of the market by targeting regions with the strongest risk-adjusted returns, while delivering maximum social and environmental impact Strategy Aligned with Market Dynamics Our business model is tailored to a highly differentiated and fragmented market Comprehensive Customer Offering We deliver solutions that address diverse client needs across selected sectors and geographies Impact-Driven Approach Focused on maximizing social and environmental benefits per US Dollar invested Profitability and Stakeholder Value Striving to generate strong returns for shareholders and investors while meeting customer priorities $275 Trillion Market Opportunity 2021A – 2050E(3) Throughout TCS’ core markets of North America and Asia Pacific, countries increasingly want to harness their own resources including biomass, waste, solar, and other renewables to meet their energy needs, and to power their local sovereign data centers Our Strategy (TWh) Strictly Private & Confidential 6 14,150 16,907 18,888 21,109 23,474 25,595 4,708 5,179 5,374 5,813 6,147 6,315 3,256 3,582 3,930 4,187 4,282 4,244 5,041 6,320 7,542 8,815 10,109 11,389 27,155 31,987 35,735 39,923 44,012 47,543 2025 2030 2035 2040 2045 2050 Asia-Pacific North America Europe RoW Total (1) Enerdata, Final Electricity Consumption, EnerOutlook 2050 – EnerBlue Scenario (2) Rest of World includes Africa, Middle-East, Latin America, and CIS (3) McKinsey Sustainability, The net-zero transition: What it would cost, what it could bring (2) |
| Sustainable Solutions are Winning. Economics and Speed Position Renewables as the Only Scalable Near-term Solution for Data Centers. A Focus on Realizing Sustainable Economic Value Data centers could save an estimated 15% to 30% by using renewable energy rather than energy derived from fossil fuels(1) Levelized Cost of Ownership Favors Renewables Renewables already beat fossil fuels on levelized cost of energy, and the gap will widen through 2030 with continued cost declines supported by tax credits and incentives. Renewables stand out as both the lowest-cost and quickest-to-deploy generation resource(2) Today 2030 2035 2040+ Renewables and Storage Unplanned Natural Gas-Fired Generation New Nuclear Ready now, fast to deploy, and economic 2030+ 2035+ In 2024, 91% of new utility-scale renewable capacity delivered power cheaper than the cheapest new fossil fuel alternative, confirming renewables as the most cost-competitive option on a levelized cost of electricity basis That same year, renewables helped avoid $467 billion in fossil fuel costs, proving they’re also key to energy security and economic stability Combining solar, wind, storage, and digitalization is further boosting economic performance and easing grid integration 0.417 0.402 0.113 0.208 0.043 0.092 0.034 0.079 Solar PV Concentrated Solar Power Onshore Wind Offshore Wind (90%) (77%) (70%) (62%) 2010 Levelized Cost of Electricity (USD/kWh) 2024 Levelized Cost of Electricity (USD/kWh) (1) Pacifico Energy, The ROI of Cost-Saving Renewable Energy in Data Center Operations (2) Lazard, Levelized Cost of Energy+, June 2025 (3) IRENA, Renewable Power Generation Costs in 2024, July 2025 Renewables and Storage Energy Source Ready to Meet the Surging Demand Today Affordable Renewables Over Traditional Power(3) Expected Deployment Timelines by Generation Type Levelized Cost of Electricity Trends – 2010 vs. 2024(3) Strictly Private & Confidential 7 |
| 178 TWh 224 TWh 292 TWh 371 TWh 450 TWh 513 TWh 606 TWh 4.3% 5.2% 6.5% 8.0% 9.3% 10.3% 11.7% 2024 2025 2026 2027 2028 2029 2030 US electricity consumption hit a record high in 2024, and rapid data center expansion is poised to push national power demand even higher in coming years Data centers consumed 178 TWh of electricity in 2024, representing 4.3% of total US power demand Electricity consumption at US data centers is projected to grow 240.4% by 2030E to 606 TWh, representing a 22.7% CAGR Hardware: GPUs, ASICs Network: NVMe SSDs, InfiniBand Power: UPS, Transformers Low latency High reliability Power & cooling critical ChatGPT Co-Pilot LLMs Automation Cybersecurity Healthcare AI Quantum AI Climate Modeling Precision Medicine Value Chain Step Data Center Needs are Similar Across North America, Europe, and Asia Although many markets are trailing the growth and power of the North American data center market, many of the early and current trends seen in the US will also reappear globally AI & Data Centers. Electricity Consumption at U.S. Data Centers(1) US Electricity Demand for Data Centers is Expected to Rise Significantly Data Center in the AI Value Chain Description Infrastructure Enabling Technology Downstream Value US Data Center Energy Consumption % of Total US Power Demand Strictly Private & Confidential 8 ~$74B of North America Revenue Opportunity for AI & Hosting by 2027(2,3) (1) McKinsey & Company, “How data centers and the energy sector can sate AI’s hunger for power”, September 2024 – Medium Scenario (2) Goldman Sachs, “AI to drive 165% increase in data center power demand by 2030”, February 2025 (3) CBRE, “Global Data Center Trends 2025”, June 2025 |
| Biomass Local biomass for power (stand-alone, co-gen, co-firing) 3 base load biomass power plants: 70 MWe, 538 GWh/year Circular economy, positive environmental impact c. 300 specialists and skilled labour One of the leading biopower platforms in APAC Pipeline of new projects Hybrid Solutions Hybrid energy systems such as solar, wind, and BESS Pipeline includes round-the-clock projects for 24/7 power supply Acquisition of North American development and operational team and pipeline of integrated energy solutions Wastewater Decentralized treatment for industrial, commercial, residential, and agriculture Low-carbon tech using up to 90% less energy and abating methane emissions vs current systems Award-winning U.S. patented technology Pipeline includes conversion of municipal facilities and new agricultural wastewater treatment facilities FinTech Fully digital co-investment platform for climate change mitigation, adaptation, and carbon-offset projects “ImpactPlus” Gives private investors and financial advisors access to diversified climate finance portfolios via TCS projects First app focused on private market impact investments using proprietary tech Carbon Credit Procurement End-to-end solutions for compliance & voluntary carbon markets Offers avoidance & removal credits: Nature-based (reforestation) and Tech-based (renewables, CCS) Pipeline includes renewable energy, reforestation, energy crops, and water projects issuing carbon credits TCS’s Technology Verticals. Operations, Investment, and Technology Solutions. Sustainable Energy & Fuels Energy Efficiency & Tech Finance Solar Energy Solar C&I platform c. 20 RE specialists; On- & off-site solutions Pipeline of new projects Biofuels Produces solid biofuels (pellets from agricultural residues, sustainable woodchips from Energy Crop Plantations) 700,000 t annual production capacity; works with 1,700+ farmers on 70,000 ha c. 700 specialists and skilled labour Pipeline includes cooperation with and conversion of existing plantations as well as new ECPs AI Systems, Software, and Services Optimize business impact and carbon footprint through AI based systems, software and services Management of hybrid systems of solar, battery and grid Management of interconnection business to grid and virtual grid systems Management of HVAC and other energy systems Climate Finance Bespoke mandates and co-investment for wholesale/ institutional clients with TCS Pioneer since 2005; SEC-regulated cleantech investment boutique c. 50 specialists in corporate & project finance, impact investment, carbon offset, and tech Retrofit projects to replace existing inefficient cooling infrastructure with new technology Construction and operation of cooling projects, generating lower emissions and earning long-term recurring revenue streams Pipeline of new projects Cooling-as-a-Service Strictly Private & Confidential 9 |
| North America Mobility and Buildings Solar Energy Other thermal plants Bioenergy and Biofuels Wastewater treatment Solar Energy, Wind Energy and Hydropower Bioenergy and Biofuels Other thermal plants Power Grid Hybrid Energy Agriculture & Forestry Solar Energy, Wind Energy and Hydropower Ocean Energy Hybrid Energy and BESS Other thermal plants Bioenergy and Biofuels Solar Energy US$1.2B Capital under Management 250 Wholesale Clients and Institutional Investors 20,000+ Private Clients primarily from Europe 1,850 Distribution Partners across Europe Hybrid Energy – AI Data Center, initial 100MW Bioenergy – 12MW add-on biomass acquisition Biofuels – further expansion solid biofuels to 0.75Mt T&D – Establish regulated distribution entity Solar – Solar C&I Platform, 120 MW Tech – Wastewater treatment, initial 10 facilities Energy Efficiency – Cooling-as-a-Service, initial facility Increase market penetration in Europe Increase Capital under Management Market entry USA NA Hybrid Energy – AI Data Center, expansion to 1GW Bioenergy – Waste-to-energy , initial 2,000 tpd Resource Management – Battery Energy System Lifecyle, initial 1,400 tpd (output) Wastewater treatment – expansion to 100+ facilities Bioenergy – expansion biomass to 400+ MW Biofuels – expansion solid biofuels to 5Mt annually Solar/Hybrid Energy – expansion C&I and AI Data Center to 500+ MW Tech – Wastewater treatment, expansion to 220+ facilities Energy Efficiency – Cooling-as-a-Service, expansion to 50+ facilities Tech – Wastewater treatment, initial facilities Resource Management – Battery Energy System Lifecyle, initial facility Increase market penetration in Europe and North America Selective market entries across APAC and Middle East Launch ImpactPlus B2C Increase Capital under Management to over US$5.0B TCS’s Pipeline of Growth. 40+ potential projects in 10 countries, representing over US$1.7B investment expected to drive significant incremental revenue and Ad. EBITDA. Historical 2026 2026-2031 Asia Pacific Rest of World Finance Strictly Private & Confidential 10 |
| Renewable Electric Generation 60% Wind / 20% Hydro / 20% Solar & Other Long Term Scalable Power Commitment 100 MW in Development – Over 1 GW Projected Power Established Plans for 100 MW and expanding to 250 MW Negotiating for additional 900 MW with the same Co-Op Co-Op Member Pricing Competitive Pricing & Co-Op Member Rebates Cutting-Edge Technology Our facilities integrate the latest technologies, pushing the boundaries of AI density, energy delivery, heat removal, and connectivity for optimal up-time Sustainable Energy Solutions We employ solar and high efficiency gas power to ensure our operations and environmentally friendly and sustainable Innovative Design Our data centers feature a unique design with hexagonal ‘pods’ made from stacked containers, surrounding a central hexagonal building. This requires fewer steps on part of support staff, reducing overall cost of maintenance Data Center Expansion in the United States with Proven Solutions Globally. With the cost of AI hosting at an all-time-high and the availability of AI hosting becoming increasing scarce (up to 4 years wait to connect to the grid(1) with ~1.6% vacancy(2)), attention has shifted to how to operate data centers in a low-cost and environmentally sustainable way. Example #1 – Potential Project in Northern United States Example #2 – Potential Project in Southern United States Strictly Private & Confidential 11 (1) JLL, Data center availability crisis deepens as vacancy hits historic low, August 2025 (2) CBRE, North America Data Center Trends H1 2025, September 2025 |
| EBITDA Excl. Unrealized Exchange Movements – US$M(2) Energy Segment Profit (16) (14) 3 60 80 Finance Segment Profit 33 31 33 37 40 Efficiency and Water Segment Profit - - - - 1 Other General Expenses (23) (20) (24) (26) (28) TCS EBITDA Excl. Unrealized Exchange Movements $(6) $(3) $12 $71 $92 Income Statement – US$M(1) Energy Sales 4 1 36 111 144 Finance Revenue 40 37 38 45 50 Energy Efficiency & Water - - - - 2 Total Revenue $44 $38 $74 $156 $196 Cost of Energy Sales (20) (15) (33) (51) (65) Cost of Finance Sales (7) (6) (5) (8) (10) Cost of Efficiency & Water Sales - - - - (1) Gross Profit $17 $17 $36 $97 $120 Depreciation & Amortisation (23) (23) (27) (41) (62) Foreign Exchange Gains & Losses 22 (22) - - - Other General Expenses (23) (20) (24) (26) (28) Operating (Loss)/Profit $(7) $(48) $(15) $30 $30 FY 24A FY 25E FY 26E FY 27E FY 28E TCS Selected Financial Information. Steady recurring management fees have been the basis for historical strategic investments, providing a platform for future energy and tech enablement revenues. Forecast assumes capital inflow from current business profits and US$30 million of convertible preferred shares 35% CAGR growth in revenue 2024- 2028 driven by: — Organic growth of energy generation under Power Supply Agreements (PSAs), providing visibility and stability in revenue streams; and — Continued growth in recurring management and administration fees Operational leverage from increased generation capacity drive lower unit costs and higher adjusted EBITDA margins Other General Expenses are predominantly personnel expenses and legal and professional (1) Convenience translation to US Dollars utilizing a 30 September 2025 rate of EUR 1 : USD 1.1741 (2) Reconciliation of segment profit to EBITDA excluding unrealized exchange movements and operating profit included in the appendix (3) FY24A in US Dollars translated from actual FY24 Euro results (4) Note: See slide 22 for detailed underlying assumptions FY 24A(3) FY 25E FY 26E FY 27E FY 28E Strictly Private & Confidential 12 |
| With our integrated decarbonisation solutions, we make the energy transition simple and affordable for everyone. We enable our customers to outsource technical capability, pay for performance, cost efficiently, whilst allocating their capital to core activities. Continuing to enhance the value of our services through disciplined operations; operating with process and technological innovation AI utilization driving operational efficiency Operational Excellence – Driving Market Share and Profitability. “When a product fundamentally underperforms the market’s requirements, integration is essential.” Clayton Christensen, Author & Professor, Harvard Business School At TCS, we combine a fast-growing number of own products and services with products and services from selected trusted third-party suppliers to create integrated energy and decarbonization solutions using our proprietary platform. Strictly Private & Confidential 13 |
| Vertically integrated global energy and decarbonization platform combining Sustainable Energy & Fuels and Finance & Tech Services Targeted operations across North America, Asia-Pacific, and select global markets with advanced technology hubs Single-source provider of decarbonization solutions across energy, fuels, water, and finance Significant recurring revenue base Renewable energy generation (biomass, solar, wind, BESS) and sustainable fuels Hybrid energy solutions with existing capacity having majority from Energy Sales under long-term Power Supply Agreements (PSAs), currently at ~65% (2025) growing to ~85-90% (2026) Additional revenue from sustainable fuels, water solutions and AI data center initiatives Future upside from carbon credits tied to renewable and reforestation projects Sustainable Energy & Fuels Impact investment solutions and project and corporate financing Recurring Fees: Management fees and administration service fees under long-term mandates Transactional Fees: Placement and structuring fees from issuance of impact products and discretionary mandates Climate Finance Independent Power Producers (IPPs) Own and operate utility-scale renewable generation assets Recurring revenue from the sale of renewable electricity under long-term power purchase agreements (PPAs) Integrated Energy Solutions Providers Combines infrastructure development with consulting, operations, and energy efficiency Fee-based and performance-based revenue from EPC, advisory, and long-term O&M contracts Global Climate Investment Platforms Deploy private capital into climate infrastructure and transition assets Fee-based revenue from managing climate-focused funds, co-investment vehicles, and structured products Climate Financial Advisors / Investment Banks Advise, structure, and manage climate-related investments Transactional and fee-based revenue from structuring, placement and advisory services TCS’s Peer Universe. Strictly Private & Confidential 14 |
| Key Takeaways. Build a blue-chip energy and decarbonization platform through acquisitions and partnerships leveraging strong networks and assets Deliver customized decarbonization and carbon removal strategies globally across all market sectors Apply pioneering cutting-edge technologies to accelerate global energy transition Create lasting value and drive a sustainable, low-carbon future Our Vision Purpose-Built Platform for the Energy Transition ThomasLloyd Climate Solutions B.V. (“TCS”) is a vertically integrated energy, fuel, technology, and finance solutions provider focused on delivering decarbonization strategies: — Current offerings including sustainable energy & fuels and financial & technical services, — Expanding the current offering, TCS will use a customer-centric approach to offer energy efficiency solutions, and advanced transition technologies Positioned for a Multi-Decade, Multi-Trillion US Dollar Opportunity Targeting high-growth regions, TCS is aligned with a US$275T global energy transition investment wave Scalable Platform Positioned for Visible and Diversified Revenue Streams Synergistic solutions – Development & Construction, Operations, Tech Efficiencies, and Financing – serve governments, corporates, and small and medium-sized enterprises through recurring, cross-sellable solutions Proven Execution Across Sustainable Infrastructure and Finance 115 projects across 20 countries, with US$2.8B in climate finance originated and 28 GW of power capacity Robust Pipeline and Financial Momentum Pipeline of organic follow-on investment and selected complementary acquisition opportunities across high-growth segments supports strong revenue visibility and accelerating financial performance Experienced Leadership with Deep Sector Expertise Led by a seasoned team with decades of experience across energy, finance, and infrastructure in global growth markets Strictly Private & Confidential 15 |
| Appendix. |
| 20 03 Founding and Early Expansion Established as a public investment company and alternative asset manager by the Sieg Family, the Group initially focused on special situations private equity and debt, quickly expanding its presence across Germany, Austria, and Switzerland. 20 14 Launching Europe’s Largest Cleantech & Climate Finance Conference The Cleantech Congress was launched, developing into the largest European industry event in the sector. It includes a renewable energy and agriculture trade fair, bringing together world-renowned industry experts with a broad range of public and private stakeholders. 20 15 Expanding Into Central Europe Continuing its expansion, the Group entered the markets of the Czech Republic, Slovakia, and Poland, enhancing its presence and operations in Central Europe. 20 16 Entering French-Speaking Markets and IFC Accreditation The Group expanded into France, Benelux, Monaco, Andorra, and other French-speaking markets worldwide, and became an accredited project financial spon-sor by the IFC (World Bank Group). This year also saw the closing of a US$161M financing facility with the IFC and the Canadian government for ThomasLloyd´s biomass portfolio. 20 18 Expanding Into Indiaand FirstASEAN EnergyCropPlantations Strategic expansion efforts led to new partnerships with EIB and Kotak Mahindra Bank in India, alongside the establishment of a sustainable fuels business in the Philippines, broadening the com-pany‘s offering in the renewable energy sector. 20 20 Launching ImpactPlus ImpactPlus, the Group’s digital impact investment platform and sustainable robo advisor, was launched. It provides direct access to impactful and sustainable pro-jects across the entire real assets and private market investments spectrum to investors. 20 24 Establishing ThomasLloyd Climate Solutions To address the growing need for comprehensive integrated decarbonisation solutions, ThomasLloyd Climate Solutions was founded. This new entity offers a global end-to-end energy transition service, providing tailored emission reduction and active carbon removal solutions rather than disparate individual products and services. 20 05 Entering the Cleantech Sector Acquired US-based Illington Group, marking the company’s entry into the cleantech sector. Expanded into North America and established the Group’s climate finance & decarbonisation business. 20 07 Investing in Electric Mobility Provided the seed capital and served as the exclusive financial advisor to Fisker Automotive, an international hybrid electric vehicle manufacturer, underscoring the Group’s commitment to innovative clean technologies. 20 09 Advising on Major Clean Energy Projects Served as the exclusive financial advisor for Q-Cells International on its North American market entry, including project finance and deal structuring of Sault Ste. Marie Solar Park, the third-largest solar facility globally, which was later acquired by KKR. 20 11 Launching the First Cleantech Fund The Group’s flagship private market climate change mitigation, adaptation, and carbon-offsetting investment strategy „Cleantech Infrastructure“ launched, marking the beginning of the Group’s expansion into the APAC region and laying the groundwork for its climate infrastructure business. 20 13 Developing the Philippines’ First Utility-Scale Renew-able Energy Plant Development and start of construction of SaCaSol began, the first utility-scale renewable energy plant in the Philippines. It was inaugurated by President Benigno S. Aquino III, which then triggered billions of USD in foreign direct investment in the Philippines’ renewable energy market. Milestones. Strictly Private & Confidential 17 |
| T.U. Michael Sieg Group Chief Executive Officer Joined: 2003 Experience: 29 years Vivienne Maclachlan Group Chief Financial Officer Joined: 2019 Experience: 25 years Dr. Heike Virmond Group Chief People Officer Joined: 2025 Experience: 23 years Duncan Black Infrastructure APAC Joined: 2023 Experience: 35 years Anil Nayar Head South Asia Joined: 2018 Experience: 30 years Andrew Dagley Head Southeast Asia Joined: 2024 Experience: 21 years Previously: ThomasLloyd Founder and Chairman, Sieg Consulting Managing Partner Previously: Alfa Financial Software CFO, PwC Director Global Capital Markets Previously: SolarArise CEO and Co-Founder, SunBorne Energy CFO/COO, GenPact SVP Operations, KPMG India Senior Partner Audit and Advisory Practice Previously: Kitopi CPO, Gategroup CPO, Netflix Talent and Human Resource Leader EMEA, Cofra Holding Head of Change Management & Chief of Staff, Bain & Company Project Leader Previously: Eastspring Investments Co-Head Infrastructure, DWS Head of Infrastructure Acquisitions, CLP Holdings Director Development & Corporate Finance Previously: Nala Renewables Investment Director M&A SIMEC Atlantis Energy CFO & ED Corporate Finance IFM Investors Associate Asset Management Previously: ThomasLloyd Head of Financial Intermediaries, Heidelberger Leben Service Management/Lloyds Banking Group Head of Sales Brokerage Germany, HDI Lebensversicherung Sales Manager Ralf Sutter Co-Head of Impact Investment Solutions Joined: 2013 Experience: 28 years Jesus Bernardo M. Palma General Manager and CFO, Philippines Joined: 2024 Experience: 34 years Previously: Prime Infrastructure Capital CFO, Jardine Schindler Group (Philippines) Managing Director, United Cement Company CFO Luis Angelo T. Canicon Head of Energy Trading Joined: 2022 Experience: 16 years Previously: Roxas Holdings Senior Manager Supply Chain and Execution, GNPower Trading Operations Manager, PEMC Senior Operations Specialist Andreas Schmitzer Co-Head of Impact Investment Solutions Joined: 2013 Experience: 22 years Previously: DCM Head of Operations & Strategy, Citibank Investment Advisor Muhammad Fazli Head of Water Joined: 2025 Experience: 16 years Previously: Sembcorp Industries Head of Asset Transformation / Head of Water, Sumitomo Electric Project & Technical Engineer, Mitsubishi HI Deputy Manager, GE Water & Process Technologies Field Service Engineer Luis Santillian Head of Biofuel Production Joined: 2016 Experience: 23 years Previously: Dole BLG Chairman and Sr. Agriculture Mgr. PH, Monte Fresh Produce PH Sr. Project Mgr. Operation & Expansion, Davao Agri Venture Corp Land Dev., Seeds Mgt. and Planting Mgr. Michael Seemann Chief Compliance Officer Joined: 2018 Experience: 19 years Previously: ThomasLloyd Director Investment Products , KanAm Group Fund structuring, - reporting, PwC Oliver Rhein Head of Marketing & Communications Joined: 2011 Experience: 28 years Previously: Rhein & Liesch Co-Founder, MRM McCann Relationship Marketing Group Account Director, Connect 21 Etat Director Laurence Greyvenstein Senior Advisor Thermal Power Stations Joined: 2019 Experience: 35 years Previously: AFRY O&M Director BioPower, ARINT South Africa Reliability Engineer, Laucotech Process Engineer, Eskom Boiler Engineering Manager and Contract Supervisor Senior Leadership. Highly experienced leadership team delivering for all stakeholders. Note: Team members in blue shading are members of the executive committee Strictly Private & Confidential 18 |
| The Market at Present TCS Offering Cost Burden High CAPEX Upfront investments in energy efficiency measures like industrial processes, buildings, heating, and cooling High O&M Costs Large fixed cost components across multiple suppliers Complex Administration Multiple contracts and jurisdictions requiring heavy oversight Execution Risk Overlaps and gaps between providers leave responsibility on the customer Operational Inefficiency Management Complexity Risk Exposure Avoided Upfront CapEx Shift investment away from non-core assets and processes Significant Cash Savings Reduce resources and operating costs through integrated solutions Single Point of Contact Dedicated Key Account Manager simplifies oversight and coordination Risk Transfer with Guarantees Outsource non-core operations at all-inclusive costs backed by performance guarantees Value-Add for Customers. Integrated decarbonization solutions to help customers control costs, manage emissions, mitigate risks, and increase operational efficiencies. Strictly Private & Confidential 19 |
| Capitalization – US$M Secured Current Debt 32.2 31.9 31.9 Total Current Debt $32.2 $31.9 $31.9 Unsecured and Unguaranteed Non-current Debt 149.7 182.4 182.4 Total Debt $181.9 $214.3 $214.3 Share Capital 339.1 339.1 386.7 Convertible Preferred Shares - - 30.0 Other Reserves 678.3 678.3 678.3 Subscription for Shares 47.6 47.6 - Total Equity $1,065.0 $1,065.0 $1,095.0 Total Capitalization $1,246.8 $1,279.3 $1,309.3 Dec 2024 Sept 2025 Pro Forma Sept 2025 Secured current debt represents working capital facilities provided by two local Philippine banks, which are currently being restructured Unsecured and unguaranteed loans from a related party fund managed by TCS, repayable no earlier than 31 December 2026 Subscription for shares to be held by ultimate parent company, being MNA Capital Pte Ltd, expected to be issued prior to the De-SPAC completion Convenience translation to US Dollars —31 December 2024 borrowings and equity at a EUR/USD exchange rate of 1.0389 —30 September 2025 borrowings at a EUR/USD exchange rate of 1.1741 Pro Forma to reflect the issuance of the convertible preferred shares and issuance of the shares under the parent company’s subscription for shares TCS Capitalization and Indebtedness. Strictly Private & Confidential 20 |
| FY24A FY25E FY26E US$M Energy Finance & Tech Corporate TCS Total Energy Finance & Tech Corporate TCS Total Energy Finance & Tech Corporate TCS Total Revenue 4 40 - 44 1 37 - 38 36 38 - 74 Cost of Sales (20) (7) - (27) (15) (6) - (21) (33) (5) - (38) Other General Expenses - - (23) (23) - - (20) (20) - - (24) (24) Segment Profit (16) 33 (23) (6) (14) 31 (20) (3) 3 33 (24) 12 Depreciation and Amortization - - (23) (23) - - (23) (23) - - (27) (27) Foreign Exchange Gains & Losses - - 22 22 - - (22) (22) - - - - Operating Profit (16) 33 (24) (7) (14) 31 (65) (48) 3 33 (51) (15) FY27E FY28E US$M Energy Finance & Tech Corporate TCS Total Energy Finance & Tech Energy Efficiency & Water Corporate TCS Total Revenue 111 45 - 156 144 50 2 - 196 Cost of Sales (51) (8) - (59) (65) (10) (1) - (76) Other General Expenses - - (26) (26) - - - (28) (28) Segment Profit 60 37 (26) 71 79 40 1 (28) 92 Depreciation and Amortization - - (41) (41) - - - (62) (62) Foreign Exchange Gains & Losses - - - - - - - - - Operating Profit 60 37 (67) 30 79 40 1 (90) 30 Reconciliation of EBITDA excluding Foreign Currency Movements to Operating Profit. (1) (1) Strictly Private & Confidential 21 (1) Convenience translation to US Dollars utilizing a 30 September 2025 rate of EUR 1 : USD 1.1741 (2) FY24A in US Dollars translated from actual FY24 Euro results (2) |
| Assumptions to the TCS Forecast – FY26-FY28 Strictly Private & Confidential 22 This presentation contains certain unaudited financial forecast data, which have been prepared by TCS’s management team. In forecasting FY26-FY28 revenue and EBITDA, TCS has assumed the following: GENERAL The projections have been prepared assuming financing of US$30-50 million is raised prior January 31, 2026, the Business Combination is completed in H1 FY26 and results in a further minimum US$50 million of proceeds currently held in trust at Roman and becoming available to TCS. The forecast assumes that such proceeds are utilized to fund ongoing operations, an acquisition of an identified 12 MW biomass plant and a technology investment in FY26. Additionally, the forecast includes pipeline developments of solar, biomass and hybrid generating facilities which would be delivered by the current TCS team and be operational in FY27 and FY28. Energy Revenue Existing Biomass Operations in the Philippines: Assumes three Biomass plants will deliver >50% of potential generation in FY26, with 100% of net generation run-rate realized in FY27 and FY28 respectively. Completion of Acquisition of a Distressed Biomass Plant: Assumed completion of additional 12MW biomass plant in the Philippines in H1 FY26 with 100% of net generation run-rate realized in FY27 and FY28. New Development or Efficiency Projects within the Control of TCS but Subject to Financing: Assumes capacity expansion of own plants and 120MW of new solar in FY27 and an additional 240MW in FY28. Finance & Tech Revenue New Fundraising by External Funds: Assumes cumulative increased capital under management of US$65 million, US$650 million, and US$1.4 billion in FY26, FY27, and FY28 respectively. Reduction in Existing Mandates: Assumes a 10% decrease in existing mandates due to redemptions. Energy Efficiency & Water Revenue Completion of Investment in New Technologies: Assumed start up phase of new technology led projects. Energy Cost of Sales Existing Biomass Operations: Assumes ongoing fixed costs, with an inflationary mark up, and variable costs increasing as generation increases. Forecast only reflects the results of cost saving programs where they have been fully implemented in 2025, to realize annualized savings in FY26. Acquisitions and Developments: Assumes forecasted hiring of new teams, of a sufficient size and skill set to support all new development or acquisitions, in addition to sufficient fixed and variable operating costs to support the net generation forecast. Finance & Technical Cost of Sales Assumes ongoing team remuneration, with inflationary increases, and assumes the forecasted hiring of sufficient headcount to support expansion of capital under management in front and back office. Energy Efficiency & Water Cost of Sales Assumes ongoing team remuneration and assumes the forecasted hiring of sufficient headcount to support expansion of capital under management in front and back office. Other General Expenses Contained within Other General Expenses are remuneration expenses relating to corporate support functions, office expenses and other legal, professional and compliance costs. These expenses do not include the cost of financing, business combinations not forecast , the operating costs of the SPAC or all other expenses which may be required to be incurred as a publicly listed company. Unrealized Foreign Exchange Gains & Losses TCS operates in a number of jurisdictions and while it aims to naturally hedge expenses to revenue currencies, there is exposure to translational and transactional gains or losses on foreign currencies. Where these are unrealized, TCS has not forecast these. Financing & Interest The TCS Forecast presents revenue and EBITDA and therefore has not presented any repayment of existing debt facilities or any new finance facilities which may be entered into. |
| Roman II management team led Roman DBDR Acquisition Corp. I, a $230mm SPAC, in its business combination with CompoSecure, Inc. (Nasdaq: CMPO) in December 2021 CompoSecure is a pioneer and category leader in metal payment cards, security and authentication solutions — Massive TAM across diverse markets including payments, cryptocurrency and digital assets — Highly embedded blue chip customer relationships with leading financial institutions and FinTechs The team secured $45 million common equity PIPE and $130 million unsecured notes led by BlackRock and Highbridge to support the transaction Since de-SPAC close, CMPO has continued to grow revenue meaningfully year-over year with strong Adjusted EBITDA margins In February 2025, CMPO spun off Resolute Holdings Management, Inc. (Nasdaq: RHLD), their alternative asset management platform, to accelerate growth and create additional value through two distinct platforms Roman DBDR Acquisition Corp. II Led by Experienced SPAC Team. Source: Public filings Demonstrated ability to effectively structure and close a business combination to create significant value for shareholders. De-SPAC Structured to Facilitate Post-Close Success Superior Investor Returns Since De-SPAC Close 3.5x Return on CMPO common stock since de-SPAC close(1) 7.1x Return on public warrants since de-SPAC(2) ~$2.5B Market Cap of CMPO(3) $1.6B Market Cap of RHLD(3) (1) Return as of 12/23/21, and includes the consideration from the spin-out of Resolute Holdings Management (Nasdaq: RHLD) completed in February 2025 (2) Based on closing price of SPAC common stock and public warrants as of 12/23/2021 (3) Market cap as of 12/3/25 close Strictly Private & Confidential 23 |
| Series A (2010): $0.60 per share Series B (2011): $1.70-$2.00 per share Series C (2012): $4.00 per share Series D (2012/13): $6.00-$7.00 per share IPO September 2013: $9.00 per share Revenue FY ending: January 31, 2010: Under $1m January 31, 2011: $11m January 31, 2012: $54m January 31, 2013: $74m January 31, 2014: $108m Case Study: Founders’ Operating Track Record at Violin. Continuous Capital and Business Execution IPO Raise $162M Private Raise: $297M $0M- $100M Revenue in 4 Years 100x Revenue in 4 Years Led company from conception through five funding rounds: Series A,B,C,D and NYSE Public listing. — Toshiba, EMC and SAP as strategic investors Established commercial partnerships with the largest global IT players including HP, SAP and Symantec Grew revenue from $0 to $100m in four years Expanded globally, opening operations in Europe and Asia Dixon Doll, Jr. BOD (2010-2013), COO (2010-2013) Dr. Don Basile BOD (2010-2014), CEO (2010-2013) Strictly Private & Confidential 24 |
| This presentation and any accompanying oral presentation (this “Presentation”) has been prepared solely for informational purposes and is being delivered to interested parties in making their own evaluation with respect to a potential investment in Roman DBDR Acquisition Corp. II, a special purpose acquisition company (the “SPAC”) and/or Thomas Lloyd Climate Solutions N.V. (the “Company” and collectively with the SPAC, “we,” “our,” or “us”) in connection with a proposed business combination and related transactions (the “Proposed Business Combination”). General The information contained in this Presentation has been prepared solely to assist interested parties in making their own evaluation with respect to the proposed transaction involving the Company and for no other purpose. Each reader and each prospective investor is strongly encouraged to conduct their own independent investigation and verification of the information, opinions, and financial projections contained herein. Nothing in this Presentation should be construed as investment, legal, tax, financial, accounting, or other advice. You should consult with your own legal counsel, business advisor, and tax advisor regarding any legal, business, tax, or other matters related to this Presentation and any potential transaction with the Company or SPAC. This Presentation is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Presentation does not constitute a recommendation to purchase or sell any securities or investment, legal, tax, or other advice. Any offer or solicitation of securities, if made, will be made only in accordance with applicable securities laws. This Presentation does not purport to be all-inclusive or to contain all of the information that a prospective investor may desire or require in evaluating a potential transaction with the Company or SPAC. The information contained in this Presentation is provided as of the date hereof and may change, and neither the SPAC nor the Company nor any of their respective subsidiaries, equity holders, affiliates, representatives, partners, members, directors, officers, employees, advisers, or agents (collectively, “Representatives”) undertakes any obligation to update such information, including in the event that such information becomes inaccurate or incomplete. The general explanations included in this Presentation cannot address, nor are they intended to address, your specific investment objectives, financial situations or financial needs. You acknowledge that you are (a) aware that the United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), and that the you will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. No representations or warranties, express or implied, are given in, or in respect of, this Presentation. This Presentation is subject to updating, completion, revision, verification, and further amendment. Neither the SPAC nor the Company nor any of their Representatives has authorized anyone to provide interested parties with additional or different information. No securities regulatory authority has expressed an opinion about the securities discussed in this Presentation or determined if this Presentation is truthful, accurate or complete, and it is an offense to claim otherwise. Neither the SPAC nor the Company nor any of their Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein or any other written, oral or other communications transmitted or otherwise made available to the you, and nothing contained herein shall be relied upon as a promise or representation whether as to the past or future performance. To the fullest extent permitted by law, neither the SPAC nor the Company nor any of their Representatives shall be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its accuracy or sufficiency, its omissions, its errors, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Forward-Looking Statements This Presentation includes certain statements, estimates, targets, and projections that may constitute “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical fact included in this Presentation are forward-looking statements. Forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry and markets in which Company operates, as well as management’s beliefs and assumptions. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. Actual results and outcomes may differ materially from those expressed or forecasted in such forward-looking statements due to a variety of factors, including, but not limited to, changes in economic, business, competitive, technological, and/or regulatory factors. Except as required by law, neither the Company nor the SPAC undertakes any obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. Confidentiality This information is being distributed to you on a confidential basis. By receiving this information, you and your affiliates and representatives agree to maintain the confidentiality of the information contained herein. Without the express prior written consent of the Company, this Presentation and any information contained within it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than your evaluation of the parties and the transactions or (iv) provided to any person except your employees and advisors with a need to know who are advised on, and agree to, the confidentiality of the information. This Presentation supersedes and replaces all previous oral or written communications between the parties hereto relating to the subject matter hereof. Important Notices. Strictly Private & Confidential 25 |
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Industry Data The Company obtained the industry, market and competitive position data used throughout this Presentation from internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties . The Company believes its estimates to be accurate as of the date of this presentation . However, this information may prove to be inaccurate because of the method by which the Company obtained some of the data for its estimates or because this information cannot always be verified due to the limits on the availability and reliability of raw data . This presentation also contains estimates made by independent parties relating to industry market size and other data . These estimates involve a number of assumptions and limitations and you are cautioned not to give undue weight on such estimates . Trademarks This Presentation contains references to trademarks and service marks belonging to other entities . Solely for convenience, trademarks and trade names referred to in this Presentation may appear without the ® or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names . We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies . Financial Information ; Non - IFRS Measures Neither the independent auditor of the SPAC nor the independent auditor of the Company has examined or compiled the financial information and data contained in this Presentation ; accordingly, no such independent auditor provides any assurance with respect to any financial information included herein . Such information and data may not be included in, may be adjusted in, or may be presented differently in, any registration statement, prospectus, proxy statement or other report or document to be filed or furnished by SPAC or the Company, or any other report or document to be filed by the combined company following completion of the Proposed Business Combination, with the SEC . This Presentation includes certain financial measures of the Company not presented in accordance with International Financial Reporting Standards (“IFRS”) including, but not limited to, EBITDA . Non - IFRS financial measures are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding and assessing the Company’s financial results . Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS . You should be aware that Company’s presentation of these measures may not be comparable to similarly - titled measures used by other companies . The Company believes these non - IFRS measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations . The Company believes that the use of these non - IFRS financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non - IFRS financial measures to investors . These non - IFRS financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non - IFRS financial measures . Please refer to footnotes where presented on each page of this Presentation or to the appendix found at the end of this Presentation, if and when presented, delivered to interested p for a reconciliation of these measures to what the Company believes are the most directly comparable measure evaluated in accordance with IFRS, if applicable . Use of Projections This investor presentation contains unaudited prospective financial information of ThomasLloyd (the “Projections”) . ThomasLloyd does not, as a matter of course, publicly disclose projections as to future revenues, earnings, financial condition, cash flows or other operating results . The Projections were prepared by ThomasLloyd’s management solely for internal use and for use in connection with discussions with certain potential investors in a potential financing transaction . The Projections were prepared as of a prior date and speak only as of that date . They were based on numerous assumptions and estimates reflecting management’s judgment at the time, including, among other things, assumptions regarding market conditions, operating performance, timing and availability of financing (including the assumption that financing of US $ 30 – 50 million would be raised prior to January 31 , 2026 ), capital expenditures and other matters . Many of these assumptions are inherently uncertain, are beyond ThomasLloyd’s control, and are subject to significant business, economic, competitive and regulatory risks . Since the date the Projections were prepared, material changes in circumstances, market conditions, strategy, financing assumptions and other factors have occurred, and certain assumptions underlying the Projections are no longer accurate . The Projections do not reflect subsequent events, updated information or revised assumptions, and have not been updated or revised to reflect current conditions . Neither Roman nor ThomasLloyd makes any representation or warranty, express or implied, as to the accuracy, completeness, reasonableness, achievability or reliability of the Projections, and neither Roman nor ThomasLloyd intends to, and expressly disclaims any obligation to, update, revise or reaffirm the Projections to reflect events or circumstances occurring after the date they were prepared, except as may be required by applicable law . The Projections are being furnished to investors with this presentation solely because they were previously made available to certain potential investors in connection with prior discussions regarding a potential financing transaction . Investors should not rely on the fact that Roman is including the Projections with this presentation as an indication that Roman or its management, ThomasLloyd or its management, or any other person considers the Projections to be predictive of future events or otherwise indicative of actual future results . Investors should not rely upon the Projections as public guidance, as predictive of future events, or as a basis for any investment decision . Additional Information About the Proposed Business Combination and Where to Find It : The SPAC and the Company will file a registration statement on Form F - 4 (the “Registration Statement”) that will include a proxy statement/prospectus of the SPAC . The Registration Statement is not yet effective . The Registration Statement, including the proxy statement/prospectus contained therein, when it is declared effective by the SEC, will contain important information about the Proposed Business Combination and the other matters to be voted upon at a meeting of the SPAC’s shareholders to be held to approve the Proposed Business Combination and other matters (the “Special Meeting”) . The SPAC may also file other documents with the SEC regarding the Proposed Business Combination . The SPAC shareholders and other interested persons are advised to read, when available, the Registration Statement, including the proxy statement/prospectus contained therein, as well as any amendments or supplements thereto, because they will contain important information about the Proposed Business Combination . When available, the definitive proxy statement/prospectus will be mailed to SPAC shareholders as of a record date to be established for voting on the Proposed Business Combination and the other matters to be voted upon at the Special Meeting . Shareholders may also obtain a copy of the preliminary proxy statement/prospectus, once available, the definitive proxy statement/prospectus and other documents that will be filed with the SEC regarding the proposed business combination and other documents filed with the SEC by SPAC, without charge, at the SEC’s website . 26 Strictly Private & Confidential Important Notices .
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| Participants in the Solicitation: The SPAC, the Company and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from the SPAC’s shareholders in connection with the Proposed Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of SPAC’s shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus forming a part of the Registration Statement. Investors and security holders of SPAC are urged to carefully read the entirety of the proxy statement/prospectus and other relevant documents that will be filed with the SEC when they become available because they will contain important information about the Proposed Business Combination. Factors that may cause actual results of the Company and SPAC to differ materially from current expectations include, but are not limited to: Risks Related to the Company’s Operations The Company may not successfully implement its growth strategy and the impact of acquisitions, investments and value realization initiatives could be less favorable than anticipated. The Company may fail to successfully identify sustainable investment opportunities, integrate its acquisitions, realize the expected benefits from such acquisitions in a timely manner or at all or acquire actual or potential liabilities. The operation of clean energy and sustainable fuel generation projects is subject to inherent and significant operational risks and occupational hazards. The Company’s long-term success is dependent upon its ability to attract and retain key personnel. The Company may not be able to successfully implement its business strategy aimed at the expansion of its operations into other segments and sectors within the energy transition, climate change and carbon reduction industry and related technologies. The Company’s strategic focus is on building out a platform of investments in clean energy, sustainable fuel, climate change and carbon reduction and related technologies, across several jurisdictions and therefore its results of operations are subject to legal and political developments and conditions in the countries where the Company’s operations will be located. Risks and delays relating to the development of greenfield clean energy and sustainable fuel projects could have a material adverse effect on the Company’s operations and financial performance. The Company’s clean energy and sustainable fuel projects may be adversely affected by insufficient supply of the required natural resources. Grid curtailments may limit the generation capacity of clean energy projects and dispatch thereof, which may result in a material adverse effect on the Company’s business, results of operations, financial condition or prospects. Increased competition in the industries in which the Company operates, including competition resulting from legislative, regulatory and industry restructuring efforts could have a material adverse effect. The operations of the Company are subject to significant government regulation, including obtaining and maintaining the requisite regulatory approvals and licenses, environmental legislation and financial incentives. The regulatory environment in which the Company operates is subject to continuous change, and regulatory developments designed to increase oversight may adversely affect the Company’s business or cause the Company to incur significant costs and liabilities. The Company’s results of operations could be adversely affected by strikes, work stoppages or increased wage demands or any other kind of disagreements or disputes with the Company’s employees. The Company’s insurance coverage may not be adequate. As the Company’s operations are concentrated in a limited number of sectors, an economic downturn in such sectors may have a significant impact on the Company’s performance. Changes, evolutions and advancements in technology may make certain technologies deployed by the Company obsolete, outdated or require significant capital expenditure for the profitable continuation of its operations of the Company. The Company’s business is affected by general, economic, market and political conditions. Exchange rate fluctuations may have a significant adverse impact on the Company’s business, results of operations, financial condition or prospects. The Company relies on certain third-party suppliers and service providers for several important functions. The failure to find qualified third party service providers or the failure of these service providers to perform their obligations could adversely affect the Company’s business, results of operations, financial condition or prospects. Suppliers or manufacturers on which the Company relies may not comply with local labor, environmental or ethical laws, regulations or standards. The Company is newly established as a holding company and has limited historical financial statements. Additionally, our historical and adjusted financial information presented in this prospectus may not be representative of results we would have achieved as an enlarged Company or of our future financial results. The Company and its subsidiaries have historically incurred significant losses. The Company’s revenues are exposed to fluctuations in spot market pricing and the Company’s return from investments are exposed to revenues on fixed tariffs and therefore could be exposed to changes in tariff regulation and structuring. The delay between making significant capital expenditure in the Company’s clean energy and sustainable fuel projects and receiving revenue therefrom could materially and adversely affect the Company’s business, results of operations, financial condition or prospects. The Company may not be able to exercise control over the operations of its associates and joint ventures and the failure of one or more of its strategic partnerships may negatively impact its business, results of operations, financial condition or prospects. The Company could have inadequate protection for, and be subject to, infringements to its intellectual property rights or could infringe the intellectual property rights of third parties. Cyber security risks and the failure to maintain the confidentiality, integrity and availability of the Company’s computer hardware, software and internet applications and related tools and functions, could result in damage to the Company’s reputation and/or data integrity and/or subject it to costs, fines or lawsuits under data protection laws or other contractual requirements. The Company may in the future be a party to claims, lawsuits, governmental investigations, and other legal proceedings or complaints by customers, investors or employees, which may adversely affect its business, results of operations, financial condition or prospects. The continued success of the Company’s business depends on its reputation and the value of the Thomas Lloyd brand. Any damages caused by misconduct by the Company’s employees could adversely affect the Company’s business, results of operations, financial condition or prospects. Strictly Private & Confidential 27 Important Notices. |
| Risks Related to the Company’s Operations (Cont’d) The Company may be exposed to risks attributed to the size and the concentration of its clean energy and sustainable fuel projects in a relatively small number of countries. Adverse weather conditions, catastrophic events, natural disasters and other unpredictable events may adversely affect the Company’s projects, assets and employees. The Company may face disruptions or inability to operate its projects due to the outbreak of natural or infectious diseases in the organic materials it deploys or contaminations in the soil or groundwater. The Company has undertaken a reorganization and as a result might face claims of investors. Poor performance by the Company’s investment strategies or changes in the distribution profile of certain of the Company’s investment products may adversely affect its business, reputation and growth and its ability to raise capital. The Company could be subject to regulatory investigations, which could harm its reputation and cause it to lose existing investors or to lose existing mandates or fail to attract new investors or mandates. If the Company’s investment strategies perform poorly, investors could withdraw their assets and the Company could suffer a decline in its revenue and/or become the subject of litigation, either of which would negatively impact the Company. The Company may not be able to maintain its current fee structure as a result of poor investment performance, competitive pressures or changes in the Company’s business mix, which could have a material adverse effect on the Company’s business, results of operations, financial condition or prospects. Restrictions on equipment imports, and other factors affecting the price or availability of equipment, may increase the Company’s business costs. Changed trends in the global savings market or in the private markets industry may adversely affect the Company. The Company does not own most of the land on which it operates. Climate change could adversely affect the Company’s business or prospects. The past performance of the Company’s subsidiaries may not be indicative of the Company’s future performance. Due to the nature of its business, the Company processes a significant amount of personal data. The Company’s potential inability to protect personal data may lead to reputational damage or regulatory scrutiny which could adversely affect the Company’s business, results of operations, financial condition or prospects. Risks Related to Operating as a Public Company Following the Proposed Business Combination There may not be an active trading market for the ordinary shares (the “Ordinary Shares”) of the post-closing public company (“TopCo”), which may make it difficult to sell the Ordinary Shares. The market price of the Ordinary Shares may be volatile, and the Company’s investors could lose all or part of their investment. If securities or industry analysts do not publish research or reports, or if they publish adverse or misleading research or reports, regarding the TopCo, our business or our market, our share price and trading volume could decline. Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or our guidance. Our principal shareholders own a significant percentage of our Ordinary Shares and can exert significant control over matters subject to shareholder approval. Future sales, or the perception of future sales, by us or our shareholders in the public market could cause the market price for our securities to decline. Raising additional capital may cause dilution to our existing shareholders, restrict our operations or require us to relinquish rights to our technologies. We will have increased costs as a result of operating as a public company, and our management will devote substantial time to related compliance initiatives. If we experience material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of the Ordinary Shares. Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. SPAC shareholders can redeem some or all of the funds held in trust, and significant redemptions could materially impact our cash position and runway. Incorrect estimates or assumptions by management in connection with the preparation of our consolidated financial statements could adversely affect our reported assets, liabilities or expenses. SPAC is currently an “emerging growth company” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and if SPAC takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make SPAC’s securities less attractive to investors and may make it more difficult to compare SPAC’s performance with other public companies. Risks Related to the Private Placement There can be no assurance that we and SPAC will be able to raise sufficient capital in the private placement to consummate the Proposed Business Combination. Your position in the combined company will be diluted if we issue additional Ordinary Shares. SPAC shareholders will experience immediate dilution as a consequence of the issuance of securities as consideration in the Proposed Business Combination and in the private placement. Strictly Private & Confidential 28 Important Notices. |
| Risks Related to the Proposed Business Combination, Warrants and Redemptions We have not yet entered into a definitive agreement for the Proposed Business Combination and, when we do, the consummation of the Proposed Business Combination is subject to a number of conditions, including regulatory approvals, any third-party consents, and shareholder approvals, and if those conditions are not satisfied or waived, the Proposed Business Combination may not be completed. SPAC and we will incur significant transaction and transition costs in connection with the Proposed Business Combination, including transaction payments and expenses due upon the closing of the Proposed Business Combination. SPAC will not have any right after the closing of the Proposed Business Combination to make damages claims against the Company or its shareholders for breaches of representations, warranties or covenants made by the Company in the transaction documents for the Proposed Business Combination. SPAC’s sponsor, officers and directors have potential conflicts of interest in recommending that SPAC shareholders vote in favor of the Proposed Business Combination. If the Proposed Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of SPAC’s securities or, following the consummation of the Proposed Business Combination, the combined company’s securities, may decline. There can be no assurance that the combined company’s securities will be approved for listing on Nasdaq or that the combined company will be able to comply with the continued listing standards of Nasdaq. Potential legal proceedings in connection with the Proposed Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Proposed Business Combination. The ability of SPAC shareholders to exercise redemption rights with respect to a large number of its shares could increase the probability that the Proposed Business Combination would be unsuccessful and that shareholders would have to wait for liquidation in order to redeem their public shares. If SPAC is unable to complete the Proposed Business Combination with us or another business combination by December 16, 2026 (or such later date as may be approved by SPAC’s shareholders), SPAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against SPAC and, as a result, the proceeds held in its trust account could be reduced and the per-share liquidation price received by shareholders could be less than $10.00 per public share. There is no guarantee that a shareholder’s decision to continue to hold their public shares following the Proposed Business Combination will put the shareholder in a better future economic position than if they decided to redeem their public shares for a pro rata portion of the proceeds held in SPAC’s trust account, and vice versa. The ability to successfully effect the Proposed Business Combination and the combined company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of the combined company. The loss of such key personnel could negatively impact the operations and financial results of the combined business. SPAC’s sponsor and SPAC’s other current officers and directors have interests in the Proposed Business Combination that are different from or are in addition to other SPAC shareholders in recommending that SPAC shareholders vote in favor of approval of the Proposed Business Combination. SPAC’s sponsor and SPAC’s other directors, executive officers, advisors and their affiliates may elect to purchase shares from SPAC public shareholders, which may influence a vote on the Proposed Business Combination and reduce the public “float” of our securities following the Proposed Business Combination. During the pre-closing period, the Company and SPAC are prohibited from entering into certain transactions that might otherwise be beneficial to the Company, SPAC or their respective shareholders. Securities of companies formed through combinations with special purpose acquisition companies such as SPAC may experience a material decline in price relative to the SPAC share price prior to such combinations. SPAC’s sponsor, directors, officers and affiliates may receive a positive return on their investment even if public shareholders experience a negative return on their investment after consummation of the Proposed Business Combination. SPAC’s warrants will become exercisable for the Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders. Even if the Proposed Business Combination is consummated, the SPAC’s warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Strictly Private & Confidential 29 Important Notices. |
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