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].
Roman DBDR Acquisition Corp II(DRDBU) - 2024 Q3 - Quarterly Report