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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 4, 2026
Roman DBDR Acquisition Corp. II
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42435 |
|
N/A |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
3300 S. Dixie Highway, Suite 179
West Palm Beach, FL | | 33405 |
| (Address of principal executive offices) | | (Zip Code) |
(650) 618-2524
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Units, each consisting of one Class A ordinary share and one-half of one
redeemable warrant |
|
DRDBU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
DRDB |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
DRDBW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers.
On November 4, 2026, Randolph C. Read notified
the board of directors (the “Board”) of Roman DBDR Acquisition Corp. II (the “Company”) of his resignation
from the Board, as well as the Board’s audit committee (the “Audit Committee”) and compensation committee (the
“Compensation Committee”), effective immediately. Mr. Read’s resignation was not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.
To fill the vacancies resulting from Mr. Read’s
resignation, the Board appointed Bryn Sherman as chairperson of the Compensation Committee and Hunter Gary as a member of the Audit Committee,
in each case effective November 4, 2026.
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: November 6, 2026 |
|
| |
|
| |
Roman DBDR Acquisition Corp. II |
| |
|
| |
By: |
/s/ Dixon Doll, Jr. |
| |
Name: |
Dixon Doll, Jr. |
| |
Title: |
Chief Executive Officer |
