Welcome to our dedicated page for Roman DBDR Acquisition II SEC filings (Ticker: DRDBU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Roman DBDR Acquisition Corp. II filings document a SPAC issuer’s material events, capital structure, governance matters, and security-structure disclosures. Its regulatory record includes Current Reports on Form 8-K for material-event reporting and a Form 12b-25 notice related to a delayed quarterly report, including the need for additional time to finalize financial statements. As a blank-check company, its filings are centered on public-company status, shareholder voting matters, and disclosures tied to its unit security structure.
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. is a Cayman Islands SPAC focused on cybersecurity, AI and fintech targets. It raised $231.15 million into a trust account from its IPO, private placement and over-allotment, and must complete a business combination by December 16, 2026 or return cash to public shareholders.
On February 27, 2026 it signed a ThomasLloyd business combination agreement with an implied equity value of $850 million, plus up to 45,000,000 additional PubCo Class A shares as earn-out if future share price targets are met. Class A holders can redeem in connection with the deal at a pro rata trust value, which was about $10.49 per share as of December 31, 2025. The filing highlights potential dilution from founder shares, up to $1.5 million of working capital loan warrants, 8,135,000 private placement warrants and new equity plans, as well as plans for at least $100 million of PIPE financing and a $200 million committed equity facility with B. Riley.
Fort Baker Capital Management LP and related entities reported passive ownership of 1,523,746 Class A ordinary shares of Roman DBDR Acquisition Corp., representing 6.6% of the class. The shares are held by Fort Baker Capital Management LP, with Steven Patrick Pigott as Chief Investment Officer and Fort Baker Capital, LLC as general partner.
The filing states all voting and dispositive powers over these shares are shared among the reporting persons, with no sole voting or dispositive power. The ownership percentage is based on 23,000,000 Class A ordinary shares outstanding as of November 12, 2025, as disclosed in the issuer’s Form 10-Q. The group certifies the position is held in the ordinary course of business and not to influence control of the company.
Meteora Capital, LLC and its managing member Vik Mittal filed an amended Schedule 13G disclosing a sizeable passive stake in Roman DBDR Acquisition Corp. II Class A common stock. They report beneficial ownership of 1,983,186 shares, representing 8.6225% of the outstanding Class A shares.
The filing states Meteora Capital holds these shares through certain funds and managed accounts it oversees, with shared voting and dispositive power over the entire position and no sole voting or dispositive power. The reporters certify the stake is held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
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.
Schedule 13G filing by Meteora Capital and Vik Mittal reports a significant passive stake in Roman DBDR Acquisition Corp. II. The filing discloses that funds managed by Meteora Capital beneficially own 2,235,488 Class A ordinary shares, representing 9.72% of the class. The reporting persons state they have shared voting and dispositive power over these shares and no sole voting or dispositive power. The filing includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
AQR Capital Management, LLC and affiliates AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC reported beneficial ownership of 1,145,577 Class A ordinary shares of Roman DBDR Acquisition Corp. II, representing 4.98% of the class. The filing states the reporting persons have no sole voting or dispositive power and instead hold shared voting and shared dispositive power over the disclosed shares.
The Schedule 13G/A identifies the reporting entities and their relationships (AQR Capital Management, LLC is a subsidiary of AQR Capital Management Holdings, LLC; AQR Arbitrage, LLC is deemed controlled by AQR Capital Management, LLC) and includes a certification that the securities are held in the ordinary course of business.
Barclays PLC reports beneficial ownership of 690,045 common shares of Roman DBDR Acquisition Corp (CUSIP G7633M104), equal to 3.00% of the class. Barclays states it has sole voting and dispositive power over 690,042 shares and shared voting and dispositive power over 3 shares. The filing identifies Barclays Bank PLC and Barclays Capital Securities Ltd as relevant subsidiaries associated with the holding. The position is certified as held in the ordinary course of business and not for the purpose of changing or influencing control. The filing lists issuer and filer addresses and is signed on behalf of Barclays PLC by a Director.
Kepos Capital LP and Mark Carhart report beneficial ownership of Class A ordinary shares of Roman DBDR Acquisition Corp. II. The Reporting Persons collectively hold 980,000 shares, representing 4.3% of the Class A shares outstanding, based on 23,000,000 shares reported as of May 21, 2025. The shares are directly held by funds managed by Kepos Capital (the "Kepos Funds").
The filing shows shared voting and shared dispositive power over the 980,000 shares and indicates the securities were acquired and are held in the ordinary course of business and not for the purpose of changing control. The Schedule 13G/A is signed by Kepos Capital's General Counsel and by Mark Carhart, dated 08/12/2025.
Magnetar Financial LLC and affiliates Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman filed Amendment No. 1 to Schedule 13G on Roman DBDR Acquisition Corp. II (symbol DRDBU). As of 30 Jun 2025 the group beneficially owned 1,000,000 Class A ordinary shares, equal to 4.34 % of the 23 million shares outstanding (CUSIP G7366M104). Voting and dispositive power over the entire block is shared; none is held solely. The position is distributed across eight Magnetar funds, led by Constellation Master Fund (230 k shares) and Lake Credit Fund (180 k). Because the stake is below the 5 % threshold, Magnetar reports as a passive investor under Rule 13d-1(b) and certifies the shares are held in the ordinary course of business with no intent to influence control.