IPO and Financing - The company completed its Initial Public Offering on December 16, 2024, raising gross proceeds of $200 million from the sale of 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, bringing total proceeds to $231.15 million placed in the Trust Account[18][19]. - The company has sold 7,385,000 Private Placement Warrants at $1.00 each, generating gross proceeds of $7.385 million[17]. - 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 held in cash[198]. - The Committed Equity Facility allows for the purchase of up to $200.0 million of PubCo's common stock at a discount of 3% from the volume-weighted average price[52]. - The company has approximately $241 million available for a Business Combination as of December 31, 2025[93]. - 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 may incur substantial debt to complete a Business Combination, negatively impacting the value of shareholders' investments[170]. Business Combination Plans - The company aims to complete its initial Business Combination by December 16, 2026, with a focus on cybersecurity, AI, and FinTech sectors[20]. - The ThomasLloyd Business Combination is expected to close in Q3 2026, pending shareholder approvals and customary closing conditions[29]. - The total equity value for the ThomasLloyd Business Combination is estimated at $850 million, with PubCo issuing shares based on a defined Per Share Exchange Ratio[31]. - The ThomasLloyd Business Combination is subject to various closing conditions, including the effectiveness of the ThomasLloyd Registration Statement and shareholder approvals[38]. - The obligation to consummate the Transactions is contingent upon no Material Adverse Effect occurring since the agreement date[39]. - The ThomasLloyd Business Combination Agreement may be terminated if the Closing has not occurred by August 31, 2026, with potential extensions[41]. - If terminated, ThomasLloyd may owe $8,000,000 in liquidated damages plus transaction expenses under certain conditions[42]. - The company is focusing on acquisition targets with enterprise valuations between $300 million and $1.5 billion, aiming to leverage management expertise to enhance growth and profitability[75]. - The initial Business Combination may involve acquiring 100% of the equity interests or assets of the target business, but can also be structured to acquire less than 100%[83]. - The company aims to complete its initial Business Combination within the Combination Period, or by an earlier liquidation date approved by the Board[85]. Management and Governance - The management team is experienced in sourcing and executing Business Combinations, particularly in the targeted industries[22]. - The PubCo board of directors will initially consist of seven directors, including one designated by ThomasLloyd and four Independent Directors[37]. - The management team has over 20 years of experience in Silicon Valley, fostering a strong pipeline of proprietary deal flow through extensive industry relationships[58]. - The company may seek to recruit additional managers post-Business Combination, but there is no assurance of success in this endeavor[105]. - The decision to seek shareholder approval for the Business Combination will be made at the company's discretion based on various factors[107]. - The company may engage finders to identify potential Business Combination opportunities, with fees typically tied to the completion of a transaction[99]. - The company may face conflicts of interest due to the ownership of Founder Shares and Private Placement Warrants by its Management Team and independent directors[85]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their shares at a price of approximately $10.49 per share if the initial Business Combination is not completed by the deadline[80]. - The company will provide Public Shareholders with redemption rights upon completion of the initial Business Combination, regardless of their voting stance[118]. - 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]. - 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]. - The per-share redemption amount upon dissolution is estimated to be approximately $10.49 as of December 31, 2025, but this amount may be subject to claims from creditors[144]. - The company will limit Public Shareholders from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[133]. - The company intends to require Public Shareholders to deliver their share certificates or electronically transfer their shares to exercise redemption rights[135]. - The company requires 7,666,667 Public Shares, or 33.3% of the 23,000,000 Public Shares sold in the Initial Public Offering, to be voted in favor of the initial Business Combination for approval[127]. 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 adoption of blockchain data storage solutions is increasing as companies seek decentralized methods to secure large sets of customer data[59]. 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]. - For the period from July 25, 2024, through December 31, 2024, the company had a net income of $223,461, with interest earned on investments held in the Trust Account totaling $317,267[214]. - The company generates non-operating income through interest on investments held in the Trust Account[212]. Regulatory and Compliance Issues - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2025, under the Sarbanes-Oxley Act[155]. - 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 independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a going concern[166]. - 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 permits reduced disclosure obligations, including providing only two years of audited financial statements[163]. - The company may not be able to complete an initial Business Combination due to regulatory review and approval requirements[175]. 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 company may face challenges in enforcing shareholder rights due to its incorporation under the laws of the Cayman Islands[179]. - The company has not engaged in any operations or generated revenues to date, with activities focused on organizational tasks and preparing for the Initial Public Offering[212]. - The company may face increased competition in finding attractive targets for its initial Business Combination, potentially raising costs and risks[168]. - 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 its internal control over financial reporting as of December 31, 2025, which could adversely affect investor confidence[174]. - The share price of the post-Business Combination company may be less than the Redemption Price of Public Shares[174]. - The company has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of its initial Business Combination[190]. - The company may face competition from other SPACs and private equity groups, which may limit its ability to acquire larger target businesses due to financial resource constraints[151].

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 amounting to $238,827,542, which will be used to complete the Business Combination[126]. - As of September 30, 2025, the company had cash of $323,684 available for operational activities and evaluating target businesses[127]. 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 received an additional gross proceeds of $30,000,000 from the sale of 3,000,000 Units[120]. - The company incurred total offering expenses of $5,328,515, which included $4,600,000 in cash underwriting fees[121]. Business Combination and Future Plans - 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]. - 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]. - The company may seek to extend the combination period, which is currently set to end on December 16, 2026, requiring approval from public shareholders[113].

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, against formation and operating costs of $736,105 [129]. Investments and Proceeds - 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]. - 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, an additional $30,000,000 was generated, bringing total gross proceeds to $231,150,000 placed in the Trust Account [134]. - The company incurred $5,328,515 in offering expenses, which included $4,600,000 in cash underwriting fees [134]. Operational Resources - As of June 30, 2025, the company had cash of $618,822 available for operational activities and due diligence on prospective target businesses [140]. - The company expects to incur significant costs in pursuit of its acquisition plans and lacks sufficient financial resources to sustain operations for a reasonable period [142]. Advisory and Strategic Plans - 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 payable upon consummation [146]. - The company may seek to extend the combination period beyond the initial 24 months, which requires 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[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 Overview - The company completed its Initial Public Offering on December 16, 2024, raising gross proceeds of $200 million from the sale of 20,000,000 Units at $10.00 per Unit[20]. - An additional 3,000,000 Option Units were sold on January 27, 2025, generating gross proceeds of $30 million, bringing total proceeds to $231.15 million placed in the Trust Account[22][23]. - The company has raised $7.385 million from the sale of 7,385,000 Private Placement Warrants at $1.00 each, with each warrant exercisable for one Class A Ordinary Share at $11.50[21]. - A total of $231,150,000 was placed in a U.S.-based trust account following the Initial Public Offering and the Private Placement[178]. - The Initial Public Offering generated gross proceeds of $200,000,000 from the sale of 20,000,000 Units at $10.00 per Unit on December 16, 2024[194]. - Following the IPO, a total of $201,000,000 was placed in the Trust Account, with $4,728,515 incurred in offering expenses[195]. - As of December 31, 2024, the company had cash of $1,271,928 available for operational expenses and identifying target businesses[198]. - The company incurred $206,935 in formation and operating costs during the same period[190]. - The company has no long-term debt or capital lease obligations as of December 31, 2024[202]. - The company intends to use substantially all funds in the Trust Account to complete a Business Combination[197]. Business Combination Strategy - The company aims to complete its initial Business Combination by December 16, 2026, which is 24 months from the IPO closing date[24]. - The company may seek to extend its Combination Period, which would require shareholder approval and could affect its Trust Account and Nasdaq listing[25]. - The Management Team focuses on companies with an enterprise valuation between $300 million and $1.5 billion to effectively apply their experience and resources for growth acceleration and profitability enhancement[51]. - The company may pursue Business Combinations with affiliated companies, provided an independent valuation opinion is obtained to ensure fairness[63]. - The company may need to obtain additional financing if the cash required for the Business Combination exceeds the available funds in the Trust Account[75]. - The company may seek to extend the Combination Period, which could reduce the amount held in the Trust Account and adversely affect its ability to complete the initial Business Combination[153]. - The company may not be able to complete an initial Business Combination if the target company does not comply with regulatory requirements, which could complicate the acquisition process[149]. - The company is committed to supporting target companies in executing their value creation strategies and achieving their visions[51]. Market Opportunities - The global AI cybersecurity market is projected to exceed $133 billion by 2030, driven by the increasing sophistication of cyber threats[36]. - The FinTech market is expected to grow from approximately $340 billion in 2024 to $1.2 trillion by 2032, with FinTech revenues anticipated to grow three times faster than traditional banking revenues from 2023 to 2028[40]. - AI is expected to generate up to $1 trillion annually in additional value for the global banking industry, highlighting significant growth opportunities in the FinTech sector[41]. - Target sectors include cybersecurity, AI, and FinTech, with an emphasis on companies addressing specific market needs with differentiated technology[51]. Management Team and Experience - The Management Team has over 20 years of experience in Silicon Valley, which has facilitated the development of a proprietary deal flow pipeline[35]. - The Management Team's extensive network and relationships are expected to provide a substantial number of potential initial Business Combination targets[67]. - The Management Team's expertise in AI, cybersecurity, and FinTech is expected to drive value creation in key global markets[47]. - The Management Team has significant experience in sourcing, acquiring, and financing businesses, enhancing their competitive advantage in identifying suitable targets[67]. Shareholder Rights and Redemption - If the initial Business Combination is not completed within the specified period, 100% of Public Shares will be redeemed at approximately $10.06 per share, subject to certain conditions[58]. - Public Shareholders can redeem their shares at the per-share price calculated based on the aggregate amount in the Trust Account prior to the initial Business Combination[99]. - A Public Shareholder is restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[116]. - The company intends to conduct redemptions either through a general meeting or a tender offer, based on various factors[102]. - The approval of the initial Business Combination requires at least 33.3% of the Public Shares to be voted in favor[107]. - The company’s Sponsor, officers, and directors have agreed to waive their redemption rights regarding their Founder Shares[100]. - Public Shareholders are entitled to funds from the Trust Account only under specific conditions, including failure to complete the initial Business Combination within the Combination Period[135]. Risks and Challenges - The company is facing competition from other entities, including SPACs and private equity groups, which may limit its ability to acquire larger target businesses due to available financial resources[136]. - There is significant uncertainty regarding international economic and political relationships that could adversely affect the company's ability to identify potential targets for its Business Combination[158]. - The company may face risks related to competition for suitable target businesses, which could increase costs and hinder the completion of the initial Business Combination[149]. - There is a risk of significant dilution for Public Shareholders if additional funds are raised through equity or convertible debt issuances[75]. - The company may not have the resources to diversify operations after the initial Business Combination, which could increase risk[81]. Reporting and Compliance - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[138]. - Financial statements of prospective target businesses will need to be prepared in accordance with GAAP or IFRS, which may limit the pool of potential candidates for the initial Business Combination[139]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements until it meets specific revenue or market value thresholds[145]. - The company is also a "smaller reporting company," which allows for reduced disclosure obligations until certain market value or revenue thresholds are met[146].

Financial Position - Total assets as of September 30, 2024, amount 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 has no long-term debt or off-balance sheet arrangements as of September 30, 2024[116]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) 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 (IPO) on December 16, 2024, raising gross proceeds of $200 million from the sale of 20,000,000 Units at $10.00 per Unit[98]. - The Company sold 20,000,000 Units at a purchase price of $10.00 per Unit during its Initial Public Offering on December 16, 2024[57]. - An additional 7,385,000 Private Placement Warrants were sold at $1.00 per warrant, generating gross proceeds of $7,385,000[99]. - Total funds placed in the Trust Account after the IPO amounted to $201 million, 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 Company has a 45-day option for underwriters to purchase an additional 3,000,000 units to cover over-allotments, which has not been exercised as of December 16, 2024[85]. Business Operations - The company has not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[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 intends to focus its initial search for a Business Combination on companies in the cybersecurity, artificial intelligence, or financial technology industries[19]. Financial Performance - The net loss for the period from July 25, 2024, through September 30, 2024, is $90,741, translating to a basic and diluted net loss per share of $0.01 based on 6,666,667 Class B ordinary shares outstanding[10]. - The company reported a net loss of $90,741 for the period from July 25, 2024, to September 30, 2024, primarily due to formation and operating costs[108]. - The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans, with no assurance that its plans to raise capital will be successful[36]. Share Structure - As of September 30, 2024, the company has a total of 7,666,667 Class B ordinary shares issued and outstanding[13]. - The Company issued 7,666,667 Class B ordinary shares to the Sponsor for $25,000, approximately $0.003 per share[75]. - 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]. - Each Unit consisted of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share[60]. - The Company has not issued or outstanding any warrants as of September 30, 2024[61]. Tax and Compliance - The Company had no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2024[51]. - The Company’s tax provision was zero for the period presented, as it is not subject to income taxes in the Cayman Islands or the United States[52]. - The Company has incurred expenses related to being a public company, including legal and compliance costs[107]. - The Company is considered an emerging growth company and has elected not to opt out of the extended transition period for new or revised financial accounting standards[39][43]. Agreements and Commitments - The Sponsor has agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the initial Business Combination[31]. - The Company has agreed to waive redemption rights for founder shares and public shares in connection with the initial Business Combination[71]. - The Company has engaged underwriters to assist in the Business Combination, with a fee of 4.5% of the gross proceeds payable upon consummation[89]. - 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].

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 11, 2024. Registration No. 333-282186 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 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 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) 985 ...

TABLE OF CONTENTS 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 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) 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 ...