IPO and Financing - The company completed its Initial Public Offering on December 16, 2024, raising gross proceeds of $200 million by selling 20,000,000 Units at $10.00 per Unit[16]. - An additional 3,000,000 Option Units were sold on January 27, 2025, generating gross proceeds of $30 million, following the full exercise of the Over-Allotment Option[18]. - A total of $231,150,000 from the Initial Public Offering, Private Placement, and Over-Allotment Option was placed in the Trust Account[19]. - The company plans to seek financing agreements for at least $100 million in proceeds through subscription agreements as part of the Business Combination[36]. - The Committed Equity Facility allows for the purchase of up to $200.0 million of PubCo's common stock at a 3% discount to the volume-weighted average price[52]. - The company sold an aggregate of 7,385,000 Private Placement Warrants at $1.00 each, generating gross proceeds of $7.385 million[193]. - Following the IPO, the company placed a total of $231.15 million in a U.S.-based trust account, which may be invested in U.S. government securities or money market funds[198]. Business Combination Plans - The company aims to complete its initial Business Combination by December 16, 2026, which is 24 months from the IPO closing date[20]. - The ThomasLloyd Business Combination is expected to close in the third quarter of 2026, pending necessary approvals[29]. - The total equity value for the ThomasLloyd Business Combination is estimated at $850 million, with shares to be issued based on a defined Per Share Exchange Ratio[31]. - The Earn-Out Consideration includes up to 45 million PubCo Class A Ordinary Shares, contingent on achieving specific share price thresholds during the Earn-Out Period[32]. - The company anticipates acquiring 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[83]. - The company may issue additional securities or incur debt to complete the Business Combination, which could lead to significant dilution for Public Shareholders[95]. - The company may need to seek additional financing if the cash portion of the purchase price exceeds the amount available from the Trust Account[95]. - The company plans to issue new ordinary shares to ThomasLloyd shareholders as part of the Business Combination[208]. Shareholder Rights and Redemption - The company will provide Class A Ordinary Shareholders the right to redeem their shares for cash in connection with the ThomasLloyd Business Combination[34]. - Public Shareholders can redeem their shares irrespective of their voting decision, and the redemption offer will remain open for at least 20 business days[129]. - Shareholders will have the opportunity to redeem their Public Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[118]. - The company may conduct redemptions without a shareholder vote under certain conditions, but will seek approval if required by law[106]. - The company requires 7,666,667, or 33.3%, of the 23,000,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination for approval[127]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[133]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[138]. Management and Governance - The PubCo board of directors will initially consist of seven directors, including one designated by ThomasLloyd and four Independent Directors[37]. - The Sponsor Support Agreement requires the Sponsor to vote in favor of the ThomasLloyd Business Combination and not redeem any Subject Shares[43]. - The company may seek to recruit additional managers post-Business Combination, but there is no assurance that suitable candidates can be found[105]. - The company’s management team may not remain with the combined company after the initial Business Combination, and their future roles are uncertain[102]. - The company has three officers who are not obligated to dedicate specific hours until the initial Business Combination is completed[152]. Market and Industry Insights - The global AI cybersecurity market is projected to exceed $133 billion by 2030, driven by the increasing need for solutions against AI attacks[59]. - Cybercrime costs are expected to rise by 15% annually, reaching approximately $10.5 trillion by 2025, indicating a growing demand for advanced security solutions[60]. - The FinTech market is anticipated to grow from approximately $340 billion in 2024 to $1.2 trillion by 2032, reflecting significant technological disruption in financial services[63]. - AI is expected to generate up to $1 trillion annually in additional value for the global banking industry, highlighting the transformative potential of AI in financial services[64]. - The cybersecurity market is experiencing rapid growth due to evolving threats, with companies increasingly adopting blockchain data storage solutions for enhanced security[59]. - The management team aims to target companies with strong management capabilities and innovative technologies that are positioned for significant growth in the cybersecurity, AI, and FinTech sectors[75]. Financial Performance - For the year ended December 31, 2025, the company reported a net income of $7,737,428, primarily from interest earned on investments held in the Trust Account amounting to $9,721,281[213]. - The company incurred formation and operating costs of $2,252,636 for the year ended December 31, 2025[213]. - The company had a net income of $223,461 for the period from July 25, 2024, through December 31, 2024, with interest earned on investments of $317,267[214]. - The company generates non-operating income through interest on investments held in the Trust Account[212]. Risks and Challenges - The company is subject to various risks, including potential conflicts of interest among its officers and directors, which could impact its ability to complete its initial Business Combination[176]. - The lack of business diversification may pose risks, as success may depend entirely on the performance of a single business post-Business Combination[100]. - The company may face negative economic, competitive, and regulatory developments that could adversely impact its industry post-Business Combination[103]. - The company faces competition from other SPACs and private equity groups, which may limit its ability to acquire larger target businesses due to financial resource constraints[151]. - The company may incur substantial debt to complete a Business Combination, adversely affecting its financial condition and shareholder value[170]. - Recent fluctuations in inflation and interest rates could complicate the consummation of the initial Business Combination[169]. - The company has identified a material weakness in internal control over financial reporting as of December 31, 2025, which could adversely affect investor confidence[174]. Compliance and Regulatory Matters - The company received a deficiency letter from Nasdaq for not filing its quarterly report on time but regained compliance by submitting the report within the allowed period[157]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[160]. - The company is also a "smaller reporting company," which allows for reduced disclosure obligations, remaining so until specific market value or revenue thresholds are met[163]. - The company may not be able to complete the initial Business Combination due to regulatory review and approval requirements[175]. Trust Account and Liquidation - The Trust Account held approximately $10.49 per Public Share as of December 31, 2025, available for redemption[118]. - The Trust Account is protected to ensure that the amount per Public Share does not fall below $10.05, with potential claims from third parties posing a risk to this amount[146]. - If bankruptcy occurs, the Trust Account funds may be subject to claims from creditors, potentially reducing the amount returned to Public Shareholders below $10.05 per share[149]. - The company may face challenges in enforcing shareholder rights due to its incorporation in the Cayman Islands, which could limit legal recourse for shareholders[179].

Group 1 - Class Action Attorney Juan Monteverde's firm, Monteverde & Associates PC, has recovered millions for shareholders and is recognized as a Top 50 Firm in the 2025 ISS Securities Class Action Services Report [1] - The firm is currently investigating Roman DBDR Acquisition Corp. II (NASDAQ: DRDB) regarding its merger with ThomasLloyd Climate Solutions B.V. [1] - The firm operates from the Empire State Building in New York City and emphasizes that there is no cost or obligation for shareholders to seek information [1][2] Group 2 - Monteverde & Associates PC is a national class action securities firm with a successful track record in trial and appellate courts, including the U.S. Supreme Court [2] - The firm encourages shareholders with concerns to contact them for additional information free of charge [3] - The firm provides contact details for inquiries, including an email and telephone number for Juan Monteverde, Esq. [3]

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $2,137,767, consisting of interest earned on investments held in the Trust Account of $2,651,071, offset by formation and operating costs of $513,304 [115]. - For the nine months ended September 30, 2025, the company had a net income of $6,379,642, which included interest earned on investments of $7,360,268 and a change in fair value of over-allotment liability of $268,783, offset by formation and operating costs of $1,249,409 [116]. Investments and Cash Position - As of September 30, 2025, the company had investments held in the Trust Account totaling $238,827,542, which are intended to be used for completing the Business Combination [126]. - As of September 30, 2025, the company had cash of $323,684, primarily used for identifying and evaluating target businesses [127]. - The company has no long-term debt or capital lease obligations as of the reporting date [130]. Initial Public Offering - The company generated gross proceeds of $200,000,000 from the Initial Public Offering of 20,000,000 Units at $10.00 per Unit on December 16, 2024 [119]. - Following the full exercise of the over-allotment option, the company generated an additional $30,000,000 from the sale of 3,000,000 Units at $10.00 per Unit [120]. - The company incurred $5,328,515 in offering expenses, which included $4,600,000 in cash underwriting fees and $728,515 in other offering costs [121]. Business Combination and Advisory - The company has engaged B. Riley as an advisor for the Business Combination, agreeing to pay a cash fee of 4.5% of the gross proceeds of the Initial Public Offering upon consummation of the initial Business Combination [133]. Going Concern - The company expects to continue incurring significant costs in pursuit of its acquisition plans, raising substantial doubt about its ability to continue as a going concern [129].

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $2,027,870, consisting of interest earned on investments held in the Trust Account of $2,422,595, offset by formation and operating costs of $394,725[129]. - For the six months ended June 30, 2025, the company had a net income of $4,241,875, which included interest earned on investments of $4,709,197 and a change in fair value of over-allotment liability of $268,783, with total formation and operating costs of $736,105[129]. Investments and Assets - As of June 30, 2025, the company had investments held in the Trust Account amounting to $236,176,471, which are intended to be used for the Business Combination[137]. - As of June 30, 2025, the company had cash of $618,822 available for operational activities and due diligence on prospective target businesses[140]. Initial Public Offering - The company generated gross proceeds of $200,000,000 from the Initial Public Offering of 20,000,000 Units at $10.00 per Unit on December 16, 2024[132]. - Following the full exercise of the over-allotment option, the company generated an additional $30,000,000 from the sale of 3,000,000 Units at $10.00 per Unit on January 27, 2025[133]. - The company incurred total offering expenses of $5,328,515, which included $4,600,000 in cash underwriting fees[134]. Business Combination Plans - The company expects to continue incurring significant costs in pursuit of its acquisition plans, raising concerns about its ability to sustain operations for a reasonable period[142]. - The company has engaged B. Riley as an advisor for the Business Combination, agreeing to pay a fee of 4.5% of the gross proceeds of the Initial Public Offering upon completion of the Business Combination[146]. - The company may seek to extend the combination period, which is currently set to expire on December 16, 2026, requiring approval from public shareholders[127].

Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $2,214,005, primarily from interest earned on investments held in the Trust Account[131]. - As of March 31, 2025, the company had investments held in the Trust Account amounting to $233,753,876[141]. Initial Public Offering - The company generated gross proceeds of $200,000,000 from the Initial Public Offering of 20,000,000 Units at $10.00 per Unit on December 16, 2024[135]. - Following the Initial Public Offering and the full exercise of the over-allotment option, a total of $231,150,000 was placed in the Trust Account[136]. - The company incurred $5,328,515 in offering expenses, including $4,600,000 in cash underwriting fees[136]. - The company has engaged B. Riley as an advisor for the Business Combination, with a fee of 4.5% of the gross proceeds of the Initial Public Offering upon consummation[149]. Cash and Expenses - The company had cash of $948,498 as of March 31, 2025, used primarily for identifying and evaluating target businesses[142]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans[126]. - The company does not anticipate needing to raise additional funds for operating expenditures for at least the next 12 months[144]. Business Combination Plans - The company may seek to extend the 24-month Combination Period to complete its initial Business Combination[127].

Financial Position - As of September 30, 2024, total assets amounted to $196,421, with total liabilities at $287,162, resulting in a shareholder's deficit of $(90,741)[7] - As of September 30, 2024, the Company had $0 in cash and a working capital deficit of $280,576, raising substantial doubt about its ability to continue as a going concern[36] - The Company had no cash equivalents as of September 30, 2024, indicating a lack of liquidity[45] - There are no off-balance sheet arrangements or long-term liabilities as of September 30, 2024[116] Initial Public Offering (IPO) - The Initial Public Offering generated gross proceeds of $200,000,000 from the sale of 20,000,000 units at $10.00 per unit[21] - The Company completed its Initial Public Offering on December 16, 2024, raising gross proceeds of $200,000,000 from the sale of 20,000,000 Units at $10.00 per Unit[126] - Total funds placed in the Trust Account after the IPO amounted to $201,000,000, with offering expenses of $4,728,515 incurred[111] - The underwriters received a cash underwriting discount of $0.20 per Unit, totaling $4,000,000, paid at the closing of the Initial Public Offering[85] - The underwriters have a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, which has not been exercised as of the IPO closing date[118] Business Operations - The company has not commenced any operations and all activities relate to its formation and the Initial Public Offering (IPO)[20] - The company has not generated any revenues to date and does not expect to do so until after completing a Business Combination[107] - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business[112] - The company has not selected a specific business combination target and has not engaged in substantive discussions regarding potential targets[19] Financial Performance - The company reported a net loss of $(90,741) for the period from July 25, 2024, through September 30, 2024, with a basic and diluted net loss per share of $(0.01)[10] - The company reported a net loss of $90,741 for the period from July 25, 2024, to September 30, 2024, due to formation and operating costs[108] - The Company incurred significant costs in pursuit of its acquisition plans, with no assurance that its plans to raise capital will be successful[36] - The financial statements do not include adjustments that might result from the uncertainty regarding the Company's ability to continue as a going concern[36] Share Capital and Securities - The Company issued 7,666,667 Class B ordinary shares, resulting in additional paid-in capital of $24,233[13] - The Company has authorized a total of 500,000,000 Class A ordinary shares, with none issued or outstanding as of September 30, 2024[90] - The Company has authorized a total of 5,000,000 preference shares, with none issued or outstanding as of September 30, 2024[90] - The Company issued an aggregate of 7,666,667 Class B ordinary shares to the Sponsor for $25,000, approximately $0.003 per share[75] - The Company issued 7,385,000 Private Placement Warrants at $1.00 per warrant, with an exercise price of $11.50 per share[69] - An additional 7,385,000 Private Placement Warrants were sold at $1.00 per warrant, generating gross proceeds of $7,385,000[99] - The Company may redeem outstanding warrants at $0.01 per warrant if the Class A ordinary shares' closing price equals or exceeds $18.00 for any 20 trading days within a 30-trading day period[65] - The Company may adjust the exercise price of the warrants if additional Class A ordinary shares are issued at a price less than $9.20[68] Corporate Governance and Compliance - The Company is classified as an "emerging growth company" and has opted not to comply with certain reporting requirements applicable to other public companies[39] - The Company has incurred expenses related to being a public company, including legal and compliance costs[107] - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties related to tax positions as of September 30, 2024[51] - The Company has not issued or outstanding any derivative financial instruments as of September 30, 2024[54] - The Company has a commitment to pay the underwriter 4.5% of the gross proceeds of the Initial Public Offering upon consummation of the initial Business Combination[89] Future Plans - The company intends to focus its initial search for a business combination in the cybersecurity, artificial intelligence, or financial technology industries[19] - The company has a completion window of 24 months to finalize its initial business combination, or it will redeem public shares[30] - The company does not anticipate needing to raise additional funds for operating expenses prior to the Business Combination, but may need additional financing for the transaction[115] - The Sponsor agreed to loan the Company up to $300,000 for Initial Public Offering expenses, with $242,512 borrowed as of September 30, 2024[77] - The Company has entered into an agreement to pay $10,000 per month for administrative services, with no amounts outstanding as of September 30, 2024[78]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 11, 2024. Registration No. 333-282186 Roman DBDR Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 6770 (Primary Standard Industrial Classification Code Number) 985 ...

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on November 14, 2024. Registration No. 333-282186 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER (Name, address, including zip code, and telephone number, including area code, of agent for service) THE SECURITIES ACT OF 1933 Roman DBDR Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdictio ...

TABLE OF CONTENTS FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Roman DBDR Acquisition Corp. II As filed with the U.S. Securities and Exchange Commission on October 18, 2024. Registration No. 333-282186 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 6770 (Primary Standard Industrial Classification Code Number) 9858 ...

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 17, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Roman DBDR Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 6770 (Primary Standard Industrial Classification Code Number) N/A (I.R.S. Employer Identi ...