Every 8-K that Roman DBDR Acquisition Corp. II (DRDB) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow DRDB and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DRDB filings page.
Roman DBDR Acquisition Corp. II (DRDB) reports that The Nasdaq Stock Market has notified the company that it is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400 holders for continued listing on the Nasdaq Global Market. Nasdaq’s Deficiency Notice does not immediately affect the listing of the company’s units, Class A ordinary shares, or warrants. Roman DBDR Acquisition Corp. II has 45 calendar days, until October 5, 2026, to submit a compliance plan. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the date of the notice, until February 15, 2027, for the company to regain compliance, with a right to appeal if the plan is not accepted.
Roman DBDR Acquisition Corp. disclosed an addendum to extend the employment of Chief Financial Officer John J. Birmingham. His term now continues until the earlier of a termination of the addendum, completion of the company’s initial business combination, a winding up of the company, or his departure from the role.
The addendum provides a one-time cash payment of $25,000 for remaining Securities and Exchange Commission reporting work, payable on July 1, 2026. The parties may also agree to additional payments for any extra financial diligence and financial modeling services related to the company’s initial business combination.
Roman DBDR Acquisition Corp. II reported leadership changes as it prepares a proposed business combination with ThomasLloyd Climate Solutions. Director Michael Woods resigned, and the board appointed Hunter C. Gary as an independent director and Compensation Committee member, highlighting his long track record overseeing operations and governance at numerous public companies.
The company also announced that Dr. Donald G. Basile resigned as Chief Technology Officer and that Al Basseri, a veteran technology and AI infrastructure executive, has been appointed CTO. The changes are positioned to support the planned merger with ThomasLloyd, a sustainable energy and technology solutions provider operating across renewable power, infrastructure, and climate-focused projects worldwide.
Roman DBDR Acquisition Corp. II reported that director James Nevels resigned on April 22, 2026, and was immediately replaced on April 27, 2026 by Randolph C. Read, a seasoned executive and public company director. He will also chair the Compensation Committee and sit on the Audit Committee.
The company highlights Mr. Read’s extensive board and financial experience as it continues preparations for its previously announced proposed business combination with ThomasLloyd Climate Solutions B.V., a vertically integrated sustainable energy and technology solutions provider.
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 US$850 million, with total transaction value potentially rising to US$1.3 billion through share price-based earnouts tied to up to 45,000,000 additional PubCo Class A shares. The combination is expected to deliver more than US$240 million in gross proceeds from Roman’s trust cash and an anticipated PIPE, and is backed by a binding US$200 million committed equity facility with B. Riley. ThomasLloyd’s existing shareholders will roll 100% of their equity, its management team will lead the combined company, and closing is targeted for the second half of 2026, subject to shareholder and regulatory approvals.
Roman DBDR Acquisition Corp. II filed an Form 8-K reporting a material event: the company included an Offer Letter dated October 1, 2025 between the company and John J. Birmingham as Exhibit 10.1. The filing shows the document was furnished with the Inline XBRL cover page and was signed on behalf of the company by Dixon Doll, Jr., Chief Executive Officer, on October 3, 2025. The 8-K identifies the exhibit but does not disclose the offer letter's financial terms or specific role details within the body of the provided text.