Welcome to our dedicated page for Roman Dbdr Acquisition Ii SEC filings (Ticker: DRDBW), 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 the regulatory record of a blank-check issuer and its securities, including DRDBW warrants exercisable for Class A ordinary shares. The company's 8-K disclosures cover SPAC security structure, material events, governance matters, capital-structure updates, and exchange-listing compliance matters.
Securities disclosures identify the company's units, Class A ordinary shares, and warrants, while SPAC-related filings are centered on trust-account mechanics, redemption rights, shareholder voting, deadline extensions, and other blank-check company governance topics when applicable.
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 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.