Roman DBDR Acquisition Corp. II Files 8-K with Key Agreements & Officer Changes

TL;DR

Roman DBDR Acquisition Corp. II filed an 8-K detailing material agreements, equity sales, and exec changes. Big moves happening.

AI Summary

Roman DBDR Acquisition Corp. II announced on December 12, 2024, the entry into a material definitive agreement. The company also reported on unregistered sales of equity securities and changes related to its directors and officers, including compensatory arrangements. Additionally, there were amendments to its articles of incorporation or bylaws and other events.

Why It Matters

This 8-K filing indicates significant corporate actions, including definitive agreements and potential changes in leadership or compensation, which could impact the company's future direction and investor relations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks related to corporate structure and shareholder value.

Key Players & Entities

• Roman DBDR Acquisition Corp. II (company) — Filer of the 8-K report
• 0001104659-24-129432 (document_id) — Accession number for the filing
• 20241217 (date) — Filing date of the 8-K
• 20241212 (date) — Period of report for the 8-K

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share DRDB The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 per share DRDBW The Nasdaq Stock Ma
• $10.00 — s "). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $200,000,000 — rating gross proceeds to the Company of $200,000,000. Each Unit consists of one Class A ordi
• $1.00 — hare at $11.50 per share, at a price of $1.00 per warrant, or $7,385,000 in the aggre
• $7,385,000 — re, at a price of $1.00 per warrant, or $7,385,000 in the aggregate. Of those 7,385,000 Pr
• $201,000,000 — Item8.01. Other Events. A total of $201,000,000 of the proceeds from the IPO and the sa

Filing Documents

• tm2431164d1_8k.htm (8-K) — 53KB
• tm2431164d1_ex1-1.htm (EX-1.1) — 228KB
• tm2431164d1_ex1-2.htm (EX-1.2) — 45KB
• tm2431164d1_ex3-1.htm (EX-3.1) — 318KB
• tm2431164d1_ex4-1.htm (EX-4.1) — 172KB
• tm2431164d1_ex10-1.htm (EX-10.1) — 83KB
• tm2431164d1_ex10-2.htm (EX-10.2) — 137KB
• tm2431164d1_ex10-3.htm (EX-10.3) — 41KB
• tm2431164d1_ex10-4.htm (EX-10.4) — 60KB
• tm2431164d1_ex10-5.htm (EX-10.5) — 47KB
• tm2431164d1_ex10-6.htm (EX-10.6) — 15KB
• tm2431164d1_ex10-7.htm (EX-10.7) — 103KB
• tm2431164d1_ex99-1.htm (EX-99.1) — 7KB
• tm2431164d1_ex99-2.htm (EX-99.2) — 7KB
• 0001104659-24-129432.txt ( ) — 1833KB
• drdb-20241212.xsd (EX-101.SCH) — 4KB
• drdb-20241212_def.xml (EX-101.DEF) — 27KB
• drdb-20241212_lab.xml (EX-101.LAB) — 37KB
• drdb-20241212_pre.xml (EX-101.PRE) — 26KB
• tm2431164d1_8k_htm.xml (XML) — 7KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2024 Roman DBDR Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-42435 N/A (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 9858 Clint Moore Road, Suite 205 Boca Raton , FL 33496 (Address of principal executive offices, including Registrant's telephone number, including area code: ( 650 ) 618-2524 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant DRDBU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share DRDB The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share DRDBW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01. Entry into a Material Definitive Agreement. On December 16, 2024, Roman DBDR Acquisition Corp. II (the "Company") consummated its initial public offering (" IPO ") of 20,000,000 units (the " Units "). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the " Class A Ordinary Shares "), and one-half of one redeemable warrant of the Company (each, a " Warrant "), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Company granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration on September 17, 2024 (as amended, the " Registration Statement "): An Underwriting Agreement, dated December 12, 2024, by and between the Company and B. Riley Securities, Inc., as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. A Business Combination Marketing Agreement, dated December 12, 2024, by and between the Company and B. Riley Securities, Inc., a copy of which is attached as Exhibit 1.2 hereto and incorporated herein by reference. A Warrant Agreement, dated December 12, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. An Investment Management Trust Agreement, dated December 12, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. A Registration Rights Agreement, dated December 12, 2024, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. A Private Placement Warrants Purchase Agreement, dated December 12, 2024 (the " Sponsor Private Placement Warrants Purchase Agreement "), by and between the Company and the Roman DBDR Acquisition Sponsor II LLC (the " Sponsor "), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. A Private Placement Warrants Purchase Agreement, dated December 12, 2024 (the " B. Riley Private Placement Warrants Purchase Agreement

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