UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
(Check One): ¨ Form
10-K ¨ Form 20-F ¨ Form
11-K x Form 10-Q ¨ Form
10-D ¨ Form N-CEN ¨ Form
N-CSR
For Period Ended: March
31, 2026
¨ Transition
Report on Form 10-K
¨ Transition
Report on Form 20-F
¨ Transition
Report on Form 11-K
¨ Transition
Report on Form 10-Q
For the Transition Period
Ended: _____________________________________
Read Instruction
(on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS
FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification
relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
| Full Name of Registrant |
Roman DBDR Acquisition Corp. II |
| Former Name if Applicable |
N/A |
| Address of Principal Executive Office (Street and Number) |
3300 S. Dixie Highway, Suite 179 |
| City, State and Zip Code |
West Palm Beach, FL 33405 |
PART II - RULES 12b-25(b) AND (c)
If the subject
report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed (Check box if appropriate)
| |
(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| x |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
| |
(c) |
The
accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III -- NARRATIVE
State below in
reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The Registrant
is unable to file its Form 10-Q for the quarterly period ended March 31, 2026 within the prescribed time period without unreasonable
effort or expense because additional time is needed to finalize the financial statements to be included in such report. The Registrant
anticipates that it will file its Form 10-Q within the five-day grace period provided by Rule 12b-25 of the Securities Exchange Act of
1934, as amended.
PART IV --OTHER INFORMATION
(1) Name and telephone
number of person to contact in regard to this notification
John
J. Birmingham |
|
650 |
|
618-2524 |
| (Name) |
|
(Area Code) |
|
(Telephone Number) |
(2) Have all other
periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s).
x
Yes ¨ No
(3) Is it anticipated
that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
x Yes
¨ No
If so, attach an
explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
For the three months ended
March 31, 2026, we had a net loss of approximately $0.2 million, which consisted of formation and operating costs of approximately $1.9
million, offset by interest earned on investments held in the Trust Account of approximately $1.7 million.
For the three months ended
March 31, 2025, we had net income of $2,214,005, which consisted of interest earned on investments held in the Trust Account of $2,286,602,
as well as change in fair value of over-allotment liability of $268,783, offset by formation and operating costs of $341,380.
The amounts reported above
are still under review by the Registrant’s independent registered public accounting firm and accounting staff and may differ once
reported in the Form 10-Q to be filed by the Registrant.
| |
Roman
DBDR Acquisition Corp. II |
|
| |
(Name of Registrant as Specified in Charter) |
|
has caused this
notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 15, 2026 |
By: |
/s/ John J. Birmingham |
| |
|
John J. Birmingham |
| |
|
Chief Financial Officer |
