Roman DBDR Acquisition Corp. II Files 8-K

TL;DR

Roman DBDR Acquisition Corp. II filed an 8-K detailing unit/warrant structure and exercise prices.

AI Summary

Roman DBDR Acquisition Corp. II filed an 8-K on January 3, 2025, reporting events as of December 16, 2024. The filing details the company's structure, including units consisting of ordinary shares and redeemable warrants, and specifies warrant exercise prices of $11.50 per share. The company is incorporated in the Cayman Islands and its fiscal year ends on December 31.

Why It Matters

This 8-K filing provides crucial details about the structure of Roman DBDR Acquisition Corp. II's units and warrants, which is important for investors to understand their rights and potential dilution.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of corporate structure and does not indicate any immediate financial distress or significant operational changes.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)
• 001-42435 — SEC File Number (Unique identifier for the company's filings with the SEC.)

Key Players & Entities

• Roman DBDR Acquisition Corp. II (company) — Registrant
• Cayman Islands (jurisdiction) — State of incorporation
• December 16, 2024 (date) — Earliest event reported date
• $11.50 (dollar_amount) — Warrant exercise price

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 — hare. 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. The Company granted the underwriters a
• $1.00 — PO, in each case at a purchase price of $1.00 per Private Placement Warrant, generati
• $7,385,000 — rating gross proceeds to the Company of $7,385,000. A total of $201,000,000, or $10.05 pe
• $201,000,000 — the Company of $7,385,000. A total of $201,000,000, or $10.05 per Unit, comprised of the p
• $10.05 — 7,385,000. A total of $201,000,000, or $10.05 per Unit, comprised of the proceeds fro

Filing Documents

• tm251744d1_8k.htm (8-K) — 32KB
• tm251744d1_ex99-1.htm (EX-99.1) — 147KB
• 0001104659-25-000823.txt ( ) — 434KB
• drdb-20241216.xsd (EX-101.SCH) — 4KB
• drdb-20241216_def.xml (EX-101.DEF) — 27KB
• drdb-20241216_lab.xml (EX-101.LAB) — 37KB
• drdb-20241216_pre.xml (EX-101.PRE) — 26KB
• tm251744d1_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 16, 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. Item8.01. Other Events. On December 16, 2024, Roman DBDR Acquisition Corp. II (the " Company ") consummated its initial public offering (" IPO ") of 20,000,000 units (the " Units "). 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 Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. 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. Simultaneously with the closing of the IPO, the Company completed the private sale (the " Private Placement ") of an aggregate of 7,385,000 warrants (the " Private Placement Warrants "). 4,885,000 Private Placement Warrants were sold to Roman DBDR Acquisition Sponsor II LLC, the Company's sponsor, and 2,500,000 Private Placement Warrants were sold to B. Riley Securities, Inc., the representative of the underwriters in the IPO, in each case at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,385,000. A total of $201,000,000, or $10.05 per Unit, comprised of the proceeds from the IPO and the sale of the Private Placement Warrants, was deposited in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. An audited balance sheet as of December 16, 2024 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K. Item9.01. Financial Statement and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Audited Balance Sheet as of December 16, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ROMAN DBDR ACQUISITION CORP. II By: /s/ John C. Small Name: John C. Small Title: Chief Financial Officer Dated: January 3, 2025

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