Nasdaq deficiency notice hits Roman DBDR (NASDAQ: DRDBW) over late 10-Q

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Roman DBDR Acquisition Corp. II reported that Nasdaq has notified the company it is not in compliance with a key listing rule because it has not yet filed its Form 10-Q for the quarter ended June 30, 2025. This Nasdaq deficiency notice does not immediately affect the trading of the company’s units, Class A ordinary shares, or warrants on The Nasdaq Global Market.

The company has 60 calendar days, until October 27, 2025, to submit a plan to regain compliance. If Nasdaq accepts that plan, it may grant up to 180 calendar days from the quarterly report’s original due date, through February 16, 2026, for the company to become current with the rule. Roman DBDR states it intends to file the delayed quarterly report as soon as practicable and, if needed, to submit a remediation plan to Nasdaq.

Positive

None.

Negative

Nasdaq deficiency notice for late 10-Q filing places Roman DBDR out of compliance with Listing Rule 5250(c)(1) and introduces potential longer-term listing risk if not remedied.

Insights

Late 10-Q triggers Nasdaq deficiency notice and potential listing risk.

Roman DBDR Acquisition Corp. II has received a Nasdaq notice for failing to file its Form 10-Q for the quarter ended June 30, 2025, which places it out of compliance with Listing Rule 5250(c)(1). While the notice alone does not immediately affect trading on The Nasdaq Global Market, it signals a lapse in timely financial reporting, an important requirement for continued listing.

Nasdaq has given the company until October 27, 2025 to submit a compliance plan and may, if that plan is accepted, allow up to February 16, 2026 (180 days from the report’s due date) to fix the deficiency. If Nasdaq rejects the plan, the company can appeal to a Nasdaq Hearings Panel, and the outcome would guide any future listing actions.

The company states it intends to file the delayed quarterly report as soon as practicable and, if necessary, provide a plan to regain compliance. Actual listing status will depend on whether the 10-Q is filed and whether Nasdaq accepts any proposed remediation within the specified time frames.

8-K Event Classification

3 items: 3.01, 8.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

09/18/2025 - 05:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 28, 2025

Roman DBDR Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42435

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

9858 Clint Moore Road, Suite 205
Boca Raton, FL 33496

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 618-2524

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	DRDBU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	DRDB	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	DRDBW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 28, 2025, Roman DBDR Acquisition Corp. II (the “Company”) received a deficiency letter (the “Deficiency Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it was not in compliance with the requirements of Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of not having filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (the “Quarterly Report”). The Deficiency Notice has no immediate effect on the listing of the Company’s securities on The Nasdaq Global Market.

According to the Deficiency Notice, the Company has a period of 60 calendar days, or until October 27, 2025, to submit a plan to Nasdaq to regain compliance. If the Company submits a plan and Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the Quarterly Report’s due date, or until February 16, 2026, to regain compliance with the Rule. If Nasdaq does not accept the Company’s plan, the Company would have the opportunity to appeal that decision to a Nasdaq Hearings Panel. The Company intends to file the Quarterly Report as soon as practicable and, if necessary, to submit a plan with Nasdaq to regain compliance.

Item 8.01 Other Events.

On September 18, 2025, the Company issued a press release announcing its receipt of the Deficiency Notice. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Press Release, dated September 18, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ROMAN DBDR ACQUISITION CORP. II

Date: September 18, 2025	By:	/s/ John C. Small
		Name: John C. Small
		Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

Why did Roman DBDR Acquisition Corp. II (DRDBW) receive a Nasdaq deficiency notice?

Roman DBDR Acquisition Corp. II received a Nasdaq deficiency notice because it did not file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, which is required under Nasdaq Listing Rule 5250(c)(1).

Does the Nasdaq deficiency notice immediately affect trading in Roman DBDR (DRDB, DRDBU, DRDBW) securities?

No. The company states that the Nasdaq deficiency notice has no immediate effect on the listing or trading of its units, Class A ordinary shares, or warrants on The Nasdaq Global Market.

How long does Roman DBDR Acquisition Corp. II have to regain Nasdaq compliance?

The company has 60 calendar days, until October 27, 2025, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the Form 10-Q due date, or until February 16, 2026, for the company to regain compliance.

What steps can Roman DBDR take if Nasdaq does not accept its compliance plan?

If Nasdaq does not accept the company’s compliance plan, Roman DBDR Acquisition Corp. II would have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

What does Roman DBDR Acquisition Corp. II plan to do about the late Form 10-Q?

Roman DBDR Acquisition Corp. II states that it intends to file the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as soon as practicable and, if necessary, submit a plan to Nasdaq to regain compliance.

What additional disclosure did Roman DBDR make about the Nasdaq notice?

On September 18, 2025, the company issued a press release announcing receipt of the Nasdaq deficiency notice and filed that press release as Exhibit 99.1 to this Form 8-K.