Roman DBDR misses 10-Q deadline, expects 5-day filing

Rhea-AI Filing Summary

Roman DBDR Acquisition Corp. notified the SEC that it could not timely file its Form 10-Q for the period ended March 31, 2026 and anticipates filing the report within the five-calendar-day grace period provided by Rule 12b-25. The company says additional time is needed to finalize the financial statements.

The company disclosed preliminary results: a net loss of approximately $0.2 million for the three months ended March 31, 2026, driven by formation and operating costs of about $1.9 million and offset by interest income of about $1.7 million on investments held in the Trust Account. For the three months ended March 31, 2025, it reported net income of $2,214,005.

Insights

Securities Compliance Attorney

Filing delay follows Rule 12b-25 process; company expects short extension.

The notification invokes Rule 12b-25 and states the registrant will use the five-day grace period to file the Form 10-Q. The company explicitly attributes the delay to needing additional time to finalize financial statements.

Key dependencies include completion of accounting reviews and the independent registered public accounting firm's review. Subsequent filings will confirm whether the Form 10-Q is filed within the stated five-calendar-day window.

Public Company Accountant

Preliminary quarter shows small loss driven by operating costs and lower trust interest.

The company reports a preliminary net loss of approximately $0.2 million for the quarter ended March 31, 2026, principally formation and operating costs of $1.9 million partially offset by Trust Account interest of $1.7 million. These amounts remain under audit review.

Accountant attention will focus on finalizing valuations, interest recognition from the Trust Account, and any adjustments to the over-allotment liability disclosed for the prior period.

Key Figures

Net loss (Q1 2026): $0.2 million Formation and operating costs (Q1 2026): $1.9 million Interest earned on Trust Account (Q1 2026): $1.7 million +4 more

7 metrics

Net loss (Q1 2026) $0.2 million Three months ended March 31, 2026 (preliminary)

Formation and operating costs (Q1 2026) $1.9 million Three months ended March 31, 2026 (preliminary)

Interest earned on Trust Account (Q1 2026) $1.7 million Three months ended March 31, 2026 (preliminary)

Net income (Q1 2025) $2,214,005 Three months ended March 31, 2025

Interest earned on Trust Account (Q1 2025) $2,286,602 Three months ended March 31, 2025

Change in fair value—over-allotment liability (Q1 2025) $268,783 Three months ended March 31, 2025

Rule 12b-25 grace period five calendar days Extension available for Form 10-Q filings

Key Terms

Rule 12b-25, Trust Account, over-allotment liability

3 terms

Rule 12b-25 regulatory

"anticipates that it will file its Form 10-Q within the five-day grace period provided by Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Trust Account financial

"interest earned on investments held in the Trust Account of approximately $1.7 million"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

over-allotment liability financial

"change in fair value of over-allotment liability of $268,783"

FAQ

Why did Roman DBDR (DRDB) miss its Form 10-Q filing deadline?

The company says it needed additional time to finalize the financial statements and related reviews. The registrant invoked Rule 12b-25 and intends to file within the five-calendar-day grace period following the prescribed due date.

When does Roman DBDR expect to file the delayed Form 10-Q?

The registrant anticipates filing the Form 10-Q within the five-calendar-day grace period under Rule 12b-25. The notification was signed on May 15, 2026, which anchors the company’s stated filing intent.

What were Roman DBDR’s preliminary results for Q1 2026?

For the three months ended March 31, 2026, the company reported a preliminary net loss of approximately $0.2 million. This reflects formation and operating costs of about $1.9 million offset by Trust Account interest of about $1.7 million.

How did Q1 2026 results compare to the prior year quarter?

For the three months ended March 31, 2025, the company reported net income of $2,214,005, including Trust Account interest of $2,286,602 and a $268,783 change in fair value of an over-allotment liability.

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

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Accepted by SEC EDGAR 05/15/2026 - 04:15 PM Learn about SEC filing dates

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