Roman DBDR Acquisition Corp. II Files S-1/A Amendment

TL;DR

DBDR filing S-1/A, IPO coming soon for blank check co.

AI Summary

Roman DBDR Acquisition Corp. II filed an S-1/A amendment on October 18, 2024, for its initial public offering. The company, incorporated in the Cayman Islands, is a blank check company focused on the real estate and construction sector. Its principal executive offices are located at 9858 Clint Moore Road, Suite 205, Boca Raton, FL 33496.

Why It Matters

This filing indicates Roman DBDR Acquisition Corp. II is moving forward with its plans to become a publicly traded entity, potentially leading to a future acquisition or merger that could impact the real estate and construction industry.

Risk Assessment

Risk Level: medium — As a Special Purpose Acquisition Company (SPAC), its success is contingent on finding and completing a suitable acquisition, which carries inherent risks.

Key Numbers

• 333-282186 — SEC File Number (Identifies this specific registration filing with the SEC.)

Key Players & Entities

• Roman DBDR Acquisition Corp. II (company) — Registrant
• Dixon Doll, Jr. (person) — Chief Executive Officer
• October 18, 2024 (date) — Filing Date
• 333-282186 (registration_number) — SEC File Number
• 9858 Clint Moore Road, Suite 205 Boca Raton, FL 33496 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $200,000,000 — TO COMPLETION, DATED OCTOBER 18, 2024 $200,000,000 Roman DBDR Acquisition Corp. II 20,
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment as des
• $1,000,000 — irements, subject to an annual limit of $1,000,000, and to pay our taxes ("permitted withd
• $1.00 — ion is exercised in full) at a price of $1.00 per warrant for an aggregate purchase p
• $7,385,000 — rant for an aggregate purchase price of $7,385,000 (or $8,135,000 if the over-allotment op
• $8,135,000 — regate purchase price of $7,385,000 (or $8,135,000 if the over-allotment option is exercis
• $3,165,000 — f 3,165,000 private placement warrants ($3,165,000 in the aggregate) at a price of $1.00 p
• $3,465,000 — allotment option is exercised in full) ($3,465,000 in the aggregate) in a private placemen
• $25,000 — sed) for an aggregate purchase price of $25,000, or approximately $0.003 per share. The
• $0.003 — hase price of $25,000, or approximately $0.003 per share. The Class B ordinary shares
• $10,000 — te of our sponsor in an amount equal to $10,000 per month for office space, utilities,
• $300,000 — n of this offering, we will repay up to $300,000 in loans made to us by our sponsor to c
• $1,500,000 — our initial business combination, up to $1,500,000 of such loans may be convertible into w
• $100,000 — ed withdrawals, taxes payable and up to $100,000 of interest income to pay dissolution e

Filing Documents

• tm2423509-3_s1a.htm (S-1/A) — 2453KB
• tm2423509d4_ex1-2.htm (EX-1.2) — 45KB
• tm2423509d4_ex3-2.htm (EX-3.2) — 307KB
• tm2423509d4_ex4-1.htm (EX-4.1) — 19KB
• tm2423509d4_ex4-2.htm (EX-4.2) — 17KB
• tm2423509d4_ex4-3.htm (EX-4.3) — 25KB
• tm2423509d4_ex4-4.htm (EX-4.4) — 154KB
• tm2423509d4_ex5-1.htm (EX-5.1) — 11KB
• tm2423509d4_ex5-2.htm (EX-5.2) — 50KB
• tm2423509d4_ex10-1.htm (EX-10.1) — 46KB
• tm2423509d4_ex10-2.htm (EX-10.2) — 89KB
• tm2423509d4_ex10-3.htm (EX-10.3) — 120KB
• tm2423509d4_ex10-4.htm (EX-10.4) — 37KB
• tm2423509d4_ex10-5.htm (EX-10.5) — 57KB
• tm2423509d4_ex10-6.htm (EX-10.6) — 99KB
• tm2423509d4_ex10-9.htm (EX-10.9) — 11KB
• tm2423509d4_ex14-1.htm (EX-14.1) — 48KB
• tm2423509d4_ex23-1.htm (EX-23.1) — 2KB
• tm2423509d4_ex99-1.htm (EX-99.1) — 41KB
• tm2423509d4_ex99-2.htm (EX-99.2) — 30KB
• tm2423509d4_ex5-2img001.jpg (GRAPHIC) — 2KB
• 0001104659-24-109913.txt ( ) — 3665KB

Risk Factors

Risk Factors 49 Cautionary Note Regarding Forward-Looking Statements 99

Use of Proceeds

Use of Proceeds 100 Dividend Policy 103

Dilution

Dilution 104 Capitalization 107

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 108 Proposed Business 115 Effecting our Initial Business Combination 130 Management 151 Principal Shareholders 163 Certain Relationships and Related Party Transactions 168

Description of Securities

Description of Securities 171 Taxation 193

Underwriting

Underwriting 205 Legal Matters 216 Experts 216 Where You Can Find Additional Information 216 Index to Financial Statements F-1 We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information that is different from or inconsistent with that contained in this prospectus. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Trademarks This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or symbols, bu

View Full Filing

View this S-1/A filing on SEC EDGAR