Roman DBDR Acquisition Corp. II Files S-1/A Amendment
Ticker: DRDBW · Form: S-1/A · Filed: Dec 11, 2024 · CIK: 2032528
| Field | Detail |
|---|---|
| Company | Roman Dbdr Acquisition Corp. II (DRDBW) |
| Form Type | S-1/A |
| Filed Date | Dec 11, 2024 |
| Risk Level | medium |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $200,000,000, $10.00, $11.50, $1.00, $7,385,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: spac, sec-filing, registration
TL;DR
SPAC Roman DBDR files S-1/A amendment. Still working on deal.
AI Summary
Roman DBDR Acquisition Corp. II filed an S-1/A amendment on December 11, 2024, for its registration statement. The company, incorporated in the Cayman Islands, is a blank check company with its principal executive offices located at 9858 Clint Moore Road, Suite 205, Boca Raton, FL 33496. Dixon Doll, Jr. is listed as the Chief Executive Officer.
Why It Matters
This filing indicates ongoing regulatory activity for Roman DBDR Acquisition Corp. II, a special purpose acquisition company (SPAC), as it progresses through its registration process.
Risk Assessment
Risk Level: medium — As a SPAC, the company's success is contingent on completing a business combination, which carries inherent risks.
Key Numbers
- 333-282186 — SEC File Number (Identifies the specific SEC registration for this filing.)
Key Players & Entities
- Roman DBDR Acquisition Corp. II (company) — Registrant
- December 11, 2024 (date) — Filing Date
- Cayman Islands (jurisdiction) — Place of Incorporation
- 6770 (sic_code) — Primary Standard Industrial Classification Code
- 9858 Clint Moore Road, Suite 205 Boca Raton, FL 33496 (address) — Principal Executive Offices
- Dixon Doll, Jr. (person) — Chief Executive Officer
- 333-282186 (registration_number) — SEC Registration Number
FAQ
What is the purpose of this S-1/A filing?
This is an amendment (Amendment No. 3) to the Form S-1 Registration Statement filed by Roman DBDR Acquisition Corp. II.
When was this amendment filed?
The amendment was filed with the U.S. Securities and Exchange Commission on December 11, 2024.
Where is Roman DBDR Acquisition Corp. II incorporated?
Roman DBDR Acquisition Corp. II is incorporated in the Cayman Islands.
Who is the Chief Executive Officer of Roman DBDR Acquisition Corp. II?
Dixon Doll, Jr. is the Chief Executive Officer.
What is the primary SIC code for Roman DBDR Acquisition Corp. II?
The primary Standard Industrial Classification Code is 6770, which typically relates to Blank Checks.
Filing Stats: 4,576 words · 18 min read · ~15 pages · Grade level 16.3 · Accepted 2024-12-11 13:11:11
Key Financial Figures
- $200,000,000 — O COMPLETION, DATED DECEMBER 11, 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
- $1.00 — 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
- $3,435,000 — f 3,435,000 private placement warrants ($3,435,000 in the aggregate) at a price of $1.00 p
- $3,735,000 — allotment option is exercised in full) ($3,735,000 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 — d thereon (less taxes payable and up to $100,000 of interest income to pay dissolution e
- $201.0 m — warrants described in this prospectus, $201.0 million, or $231.15 million if the underw
Filing Documents
- tm2423509-13_s1a.htm (S-1/A) — 2444KB
- tm2423509d14_ex1-1.htm (EX-1.1) — 227KB
- tm2423509d14_ex3-2.htm (EX-3.2) — 307KB
- tm2423509d14_ex10-1.htm (EX-10.1) — 46KB
- tm2423509d14_ex10-2.htm (EX-10.2) — 82KB
- tm2423509d14_ex23-1.htm (EX-23.1) — 3KB
- tm2423509d14_ex23-1img001.jpg (GRAPHIC) — 6KB
- tm2423509d14_ex23-1img002.jpg (GRAPHIC) — 5KB
- 0001104659-24-127549.txt ( ) — 3126KB
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 witho