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: June 30, 2025
¨ 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) |
9858 Clint Moore Road, Suite 205 |
| City, State and Zip Code |
Boca Raton, FL 33496 |
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 June 30, 2025 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. However, there can be no assurance that the Company will file its Form 10-Q within said
five-day grace period.
PART IV --OTHER INFORMATION
(1) Name and telephone number of person to contact
in regard to this notification
|
John C. Small |
|
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 June 30, 2025, the
Registrant had net income of $2,046,896, which consisted of interest earned on investments held in the Trust Account of $2,422,595, offset
by formation and operating costs of $375,699.
For the six months ended June 30, 2025, the Registrant
had net income of $4,260,901, which consisted of interest earned on investments held in the Trust Account of $4,709,197, as well as change
in fair value of over - allotment liability of $268,783, offset by formation and operating costs of $717,079.
| |
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: August 15, 2025 |
By: |
/s/ John C. Small |
| |
|
John C. Small |
| |
|
Chief Financial Officer |
