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].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42435 Roman DBDR Acquisition Corp. II (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/ ...

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].