Mark Carhart and Kepos disclose 980,000-share (4.3%) stake in DRDBU

Rhea-AI Filing Summary

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.

Positive

• Transparent disclosure of beneficial ownership: 980,000 shares representing 4.3% of Class A shares provides clear investor information
• Filing certifies the securities are held in the ordinary course and not for the purpose of changing control, clarifying intent

Negative

• None.

Insights

Financial Analyst

TL;DR: Reporting of a sub-5% stake (980,000 shares, 4.3%) is disclosed; likely limited market impact.

The Schedule 13G/A shows Kepos Capital LP and Mark Carhart beneficially own 980,000 Class A shares, equal to 4.3% of the class based on 23,000,000 shares outstanding as of May 21, 2025. The ownership is reported as shared voting and dispositive power with no sole voting or dispositive power. Because the position is below 5% and filed on Schedule 13G/A, the disclosure signals a passive institutional holding rather than an active control stake. All figures and characterizations are taken directly from the filing.

Corporate Governance Expert

TL;DR: Shared voting/dispositive authority and the certification clarify the position is held in the ordinary course and not intended to effect control.

The filing explicitly reports shared voting and shared dispositive power over the 980,000 shares and includes the Item 10 certification that the securities are held in the ordinary course of business and not to change or influence control. The disclosure and signatures dated 08/12/2025 meet standard transparency expectations for institutional holders; the position remains below the 5% threshold that typically triggers heightened investor governance scrutiny.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Roman DBDR Acquisition Corp. II

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G7633M120

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G7633M120

1

Names of Reporting Persons

Kepos Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 980,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 980,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

980,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.3 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. G7633M120

1

Names of Reporting Persons

Mark Carhart

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 980,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 980,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

980,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.3 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Roman DBDR Acquisition Corp. II
(b)	Address of issuer's principal executive offices: 9858 Clint Moore Rd, Ste 205, Boca Raton, FL 33496
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Kepos Capital LP (the "Investment Manager"), a Delaware limited partnership, and the investment adviser to certain funds and accounts (the "Kepos Funds"), with respect to the Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of Roman DBDR Acquisition Corp. II (the "Company") directly held by the Kepos Funds; and (ii) Mr. Mark Carhart ("Mr. Carhart"), the managing member of Kepos Capital GP LLC, the general partner of the Investment Manager, with respect to the Class A Ordinary Shares directly held by the Kepos Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 11 Times Square, 35th Floor, New York, New York 10036.
(c)	Citizenship: The Investment Manager is a Delaware limited partnership. Mr. Carhart is a citizen of the United States.
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP No.: G7633M120
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth herein are calculated based upon 23,000,000 shares of Class A Ordinary Shares outstanding as of May 21, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 21, 2025.
(b)	Percent of class: 4.3%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a). The Kepos Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Kepos Capital LP

Signature:	/s/ Simon Raykher
Name/Title:	Simon Raykher, General Counsel
Date:	08/12/2025

Mark Carhart

Signature:	/s/ Mark Carhart
Name/Title:	Mark Carhart, Individually
Date:	08/12/2025

FAQ

What does the Schedule 13G/A filed for DRDBU disclose?

The filing discloses that Kepos Capital LP and Mark Carhart beneficially own 980,000 Class A shares of Roman DBDR Acquisition Corp. II, equal to 4.3% of the class.

How was the 4.3% ownership calculated in the filing?

The percentage is calculated using 23,000,000 Class A shares outstanding as reported in the company’s quarterly report for the period ended March 31, 2025.

Do the Reporting Persons have voting or dispositive power over the DRDBU shares?

The cover page reports 0 sole voting power and 980,000 shared voting power, and 0 sole dispositive power and 980,000 shared dispositive power.

When was the Schedule 13G/A signed and filed?

The signatures for Kepos Capital LP (by Simon Raykher, General Counsel) and Mark Carhart are dated 08/12/2025.

Was the holding reported as intended to influence control of Roman DBDR Acquisition Corp. II?

No. The filing includes a certification stating the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control.