Roman DBDR Acquisition Corp. II Reports $7.7 Million Net Income for Fiscal Year 2025

Roman DBDR Acquisition Corp. II, a special purpose acquisition company (SPAC), reported a net income of $7.7 million for the fiscal year ending December 31, 2025, compared to a net income of $223,461 for the period from its inception on July 25, 2024, through December 31, 2024. The increase in net income was primarily driven by interest earned on investments held in the Trust Account, which amounted to $9.7 million, and a change in the fair value of the over-allotment option liability, which contributed an additional $268,783. Operating expenses for the year totaled $2.3 million, reflecting costs associated with the company's formation and operations as a public entity.

The company’s total assets as of December 31, 2025, were approximately $241.5 million, a significant increase from $202.8 million at the end of 2024. This growth was largely attributed to the funds raised during the Initial Public Offering (IPO) and the subsequent full exercise of the over-allotment option, which collectively generated gross proceeds of $230 million. As of the end of 2025, the Trust Account held $241.2 million, primarily invested in U.S. Treasury Bills, while cash held outside the Trust Account was $183,022.

In terms of strategic developments, Roman DBDR Acquisition Corp. II entered into a Business Combination Agreement with ThomasLloyd Climate Solutions B.V. on February 27, 2026. This agreement, which has been unanimously approved by both companies' boards, is expected to close in the third quarter of 2026, pending necessary shareholder approvals and customary closing conditions. The merger will involve the exchange of shares, with each Class A and Class B Ordinary Share of Roman DBDR being converted into shares of the newly formed public company, PubCo.

Operationally, the company has maintained a lean structure, with only three officers as of March 4, 2026. The management team, led by CEO Dixon Doll, Jr., has focused on identifying potential acquisition targets within the cybersecurity, artificial intelligence, and financial technology sectors. The company has not yet commenced operations and does not expect to generate revenue until after the completion of its initial Business Combination. As of December 31, 2025, Roman DBDR Acquisition Corp. II had a total of 30.7 million shares outstanding, including 23 million Class A Ordinary Shares and 7.7 million Class B Ordinary Shares.

Looking ahead, the company has until December 16, 2026, to complete its initial Business Combination. If it fails to do so, it will liquidate and return funds to shareholders. The management team has expressed confidence in its ability to identify and execute a successful Business Combination, although it acknowledges the inherent risks and uncertainties associated with the current economic environment and market conditions.