Roman DBDR Acquisition (NASDAQ: DRDBU) delays 10-Q filing after $2.0M Q2

Rhea-AI Filing Summary

Roman DBDR Acquisition Corp. II filed a notice that its Form 10-Q for the quarter ended June 30, 2025 will be filed late because it needs additional time to finalize the financial statements. The company expects to file the 10-Q within the five-day grace period allowed under SEC Rule 12b-25, but notes there is no assurance this will occur.

The company indicates a significant change in results versus the same period last year. For the three months ended June 30, 2025, it reports net income of $2,046,896, driven by $2,422,595 of interest on investments in its trust account, partly offset by $375,699 of formation and operating costs. For the six months ended June 30, 2025, net income was $4,260,901, reflecting trust interest of $4,709,197, a $268,783 change in fair value of the over-allotment liability, and $717,079 of formation and operating costs.

Insights

Equity research analyst

Routine 10-Q delay with disclosed net income led mainly by trust interest.

Roman DBDR Acquisition Corp. II has notified that its Form 10-Q for the quarter ended June 30, 2025 will be late because it needs more time to finalize financial statements. The company intends to use the Rule 12b-25 grace period and aims to file within five days of the original due date, while explicitly stating there is no assurance it will meet that timeline.

The company reports net income of $2,046,896 for the quarter, primarily from $2,422,595 of interest on investments held in its trust account, offset by $375,699 of formation and operating costs. For the six-month period, net income was $4,260,901, reflecting trust interest of $4,709,197, a $268,783 change in fair value of the over-allotment liability, and $717,079 of formation and operating costs.

The company also indicates that these figures represent a significant change in results of operations from the corresponding period of the prior year, though no comparison numbers are provided in this excerpt. Overall, this points to results driven largely by interest income and accounting adjustments, with the late filing framed as related to completing the financial statements rather than to a disclosed specific event.

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

FAQ

Why is Roman DBDR Acquisition Corp. II (DRDBU) filing its Form 10-Q late?

The company states it cannot file its Form 10-Q for the quarter ended June 30, 2025 within the prescribed time without unreasonable effort or expense, because it needs additional time to finalize the financial statements.

When does Roman DBDR Acquisition Corp. II expect to file the delayed 10-Q?

The company anticipates filing its Form 10-Q within the five-day grace period provided by SEC Rule 12b-25, while cautioning there is no assurance it will meet that deadline.

What were Roman DBDR Acquisition Corp. II’s net income and key drivers for Q2 2025?

For the three months ended June 30, 2025, the company reports net income of $2,046,896, consisting of $2,422,595 of interest on investments held in the trust account, offset by $375,699 of formation and operating costs.

What were Roman DBDR Acquisition Corp. II’s results for the six months ended June 30, 2025?

For the six months ended June 30, 2025, net income was $4,260,901, driven by $4,709,197 of interest on trust investments and a $268,783 change in fair value of the over-allotment liability, offset by $717,079 of formation and operating costs.

Did Roman DBDR Acquisition Corp. II indicate a significant change in results of operations?

Yes. The company answered that it anticipates a significant change in results of operations compared with the corresponding period of the prior year and provided its current net income figures for the three- and six-month periods ended June 30, 2025.

Are Roman DBDR Acquisition Corp. II’s other SEC periodic reports up to date?

Yes. The company indicates that all other periodic reports required under the Securities Exchange Act during the preceding 12 months, or shorter required period, have been filed.