Roman DBDR Acquisition Corp. II Files S-1

Ticker: DRDBW · Form: S-1 · Filed: Sep 17, 2024 · CIK: 2032528

Roman Dbdr Acquisition Corp. II S-1 Filing Summary
FieldDetail
CompanyRoman Dbdr Acquisition Corp. II (DRDBW)
Form TypeS-1
Filed DateSep 17, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$200,000,000, $10.00, $11.50, $1,000,000, $1.00
Sentimentneutral

Sentiment: neutral

Topics: spac, s-1, registration-statement

TL;DR

DBDR files S-1, SPAC looking for a deal.

AI Summary

Roman DBDR Acquisition Corp. II, a special purpose acquisition company, filed an S-1 registration statement on September 17, 2024. The company, incorporated in the Cayman Islands, is seeking to raise capital for a future business combination. Its principal executive offices are located at 9858 Clint Moore Road, Suite 205, Boca Raton, FL 33496.

Why It Matters

This S-1 filing indicates Roman DBDR Acquisition Corp. II is preparing to go public or raise additional capital, which could signal upcoming merger or acquisition activity.

Risk Assessment

Risk Level: medium — As a SPAC, the company's success is contingent on finding and completing a business combination, which carries inherent risks.

Key Players & Entities

  • Roman DBDR Acquisition Corp. II (company) — Registrant
  • September 17, 2024 (date) — Filing Date
  • Cayman Islands (location) — Jurisdiction of Incorporation
  • 9858 Clint Moore Road, Suite 205 Boca Raton, FL 33496 (address) — Principal Executive Offices
  • Dixon Doll, Jr. (person) — Chief Executive Officer
  • Douglas S. Ellenoff (person) — Copies to Counsel

FAQ

What is the purpose of this S-1 filing for Roman DBDR Acquisition Corp. II?

The S-1 filing is a registration statement required for companies planning to offer securities to the public, indicating Roman DBDR Acquisition Corp. II is preparing for a potential business combination or IPO.

When was this S-1 filing submitted to the SEC?

The S-1 filing was submitted to the U.S. Securities and Exchange Commission on September 17, 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 of Roman DBDR Acquisition Corp. II.

What is the business address listed for Roman DBDR Acquisition Corp. II?

The business address listed is 9858 Clint Moore Road, Suite 205, Boca Raton, FL 33496.

Filing Stats: 4,578 words · 18 min read · ~15 pages · Grade level 16.4 · Accepted 2024-09-17 17:25:59

Key Financial Figures

  • $200,000,000 — COMPLETION, DATED SEPTEMBER 17, 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

Risk Factors

Risk Factors 47 Cautionary Note Regarding Forward-Looking Statements 96

Use of Proceeds

Use of Proceeds 97 Dividend Policy 100

Dilution

Dilution 101 Capitalization 103

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 104 Proposed Business 111 Effecting our Initial Business Combination 125 Management 146 Principal Shareholders 158 Certain Relationships and Related Party Transactions 163

Description of Securities

Description of Securities 166 Taxation 188

Underwriting

Underwriting 200 Legal Matters 211 Experts 211 Where You Can Find Additional Information 211 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, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. TABLE OF CONTENTS PROSPECTUS SUMMARY This prospectus summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes incl

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