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].
Roman DBDR Acquisition Corp II(DRDBU) - 2024 Q4 - Annual Report