Roman DBDR Acquisition Corp. II

What they do

Roman DBDR Acquisition Corp. II is a blank check company formed to effect a business combination, focusing on cybersecurity, AI, and FinTech targets. It raised $230 million in gross proceeds from its IPO, private placement, and over-allotment on December 16, 2024, and holds the proceeds in a trust account. The company has not yet completed a business combination and is actively pursuing the ThomasLloyd merger as its initial acquisition.

Revenue drivers

• Trust account interest — Generates interest income on $231.15 million in trust proceeds; this is the primary source of income until a business combination is completed.
• Private placement warrant proceeds — The company raised $7.385 million from selling 7.385 million private placement warrants at $1.00 each; these are not a revenue source but fund operations.
• Potential business combination — The proposed ThomasLloyd merger with an equity value of $850 million is intended to be the main value driver; no revenue is generated currently.

Recent performance

For fiscal year 2025, the company reported net income of $7.7 million, driven by trust interest, while operating cash flow was negative $1.3 million. As of June 30, 2026, total assets were $245.6 million, total liabilities were $3.3 million, and shareholder equity was negative $3.1 million. Cash and equivalents stood at only $66,238, indicating reliance on trust funds and working capital loans.

Strategy

Management intends to complete the ThomasLloyd Business Combination by the third quarter of 2026, which will merge the company into a newly formed PubCo and acquire ThomasLloyd. The merger is expected to close after shareholder and seller approvals. The company targets companies in cybersecurity, AI, and FinTech, leveraging management's experience. If the merger does not close, the company faces the deadline of December 16, 2026, to complete any business combination or risk dissolution.

Risks

• Failure to complete business combination — If the ThomasLloyd merger fails and no other combination is completed by December 16, 2026, the company will cease operations and distribute trust proceeds.
• Nasdaq delisting risk — The company must meet the Nasdaq 36-Month Requirement; failure to complete a business combination could lead to suspension or delisting of its securities.
• Shareholder redemptions — Redemptions in connection with any extension or merger vote could reduce trust account funds and hamper the ability to complete a transaction.
• Negative shareholder equity — As of June 30, 2026, shareholder equity is negative $3.1 million, which may raise going-concern or liquidity concerns.

Outlook

Management expects the ThomasLloyd merger to close in the third quarter of 2026, subject to shareholder and seller approvals. They will continue to incur significant costs pursuing the acquisition. If the merger does not close, they may seek to extend the Combination Period, but any extension would require shareholder approval and potential redemptions. The company's securities are at risk if the Nasdaq 36-Month Requirement is not met.