Roman DBDR Acquisition DRDBW

Roman DBDR Acquisition Corp. II is a blank check company formed for the sole purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company completed its initial public offering on December 16, 2024, selling 20,000,000 units at $10.00 per unit for gross proceeds of $200,000,000. Simultaneously it issued 7,385,000 private placement warrants to its sponsor and B Riley at $1.00 per warrant, generating $7,385,000. The underwriters later exercised their over allotment option, adding 3,000,000 units at $10.00 per unit for $30,000,000 and an additional 750,000 private placement warrants at $1.00 per warrant for $750,000. Of the total proceeds, $231,150,000 was placed in a trust account maintained by Continental as trustee. The trust balance earns interest that is net of taxes payable. As of December 31, 2025, the pro rata redemption price for public shares was approximately $10.49 per share. While the company may pursue a target in any industry, its initial search is concentrated on companies in the cybersecurity, artificial intelligence and financial technology sectors.

Prior to completing a business combination, Roman DBDR Acquisition Corp. II does not generate operating revenue. Its source of funds consists of the cash held in the trust account and the interest accrued thereon. The trust account provides the liquidity that may be used to pay consideration in a business combination or to redeem public shares if a combination is not consummated within the prescribed period. The company has stated that, as of December 31, 2025, approximately $241 million was available for a potential business combination. This amount reflects the trust balance plus any additional funds that may be obtained from private investment in public equity (PIPE) or other financing sources. The company does not sell products or services and therefore has no sales revenue; its financial activity is limited to interest income on the trust and the proceeds raised in its IPO and private placement.

Within the special purpose acquisition company landscape, Roman DBDR Acquisition Corp. II competes with numerous other blank check vehicles that also target high growth technology sectors such as cybersecurity, artificial intelligence and financial technology. Its competitive advantage stems from the depth of its management team’s operating and transaction experience, their established relationships with venture capital and private equity sponsors, and a proven track record of taking companies public through prior SPACs. The team led by Dixon Doll Jr., John J. Birmingham and Dr. Donald G. Basile previously guided Roman I through an IPO in November 2020 and a subsequent business combination with CompoSecure in December 2021. This experience provides the company with proprietary deal flow and the ability to negotiate terms that aim to enhance shareholder value. The company’s stated acquisition criteria include a target enterprise valuation between $300 million and $1.5 billion, a focus on late stage venture through mature enterprise buyout, a requirement for strong management capable of global scale, and a emphasis on differentiated technology that addresses a specific market need. These factors help the company identify targets that can benefit from becoming a public company and gaining broader access to capital.

As a pre combination special purpose acquisition company, Roman DBDR Acquisition Corp. II does not serve traditional customers or generate revenue from product sales. Its stakeholders are the public shareholders who purchased units in the initial public offering and the sponsor that supplied capital and warrants. The company’s objective is to complete a business combination that will create an operating business capable of serving customers in the cybersecurity, artificial intelligence and financial technology industries. Once a combination is effected, the resulting entity expects to provide products or services to enterprises, consumers and other end users depending on the nature of the acquired business. Until such a transaction occurs, the company has no customer base to report.