DRDBU — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-20

• All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the “Report”) including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the finan…

• The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements”.

• On February 27, 2026, we, ThomasLloyd, and each of the ThomasLloyd Shareholders, entered into the ThomasLloyd Business Combination Agreement. PubCo and Merger Sub will become parties to the ThomasLloyd Business Combination Agreement following the formation of PubCo. The ThomasLloyd Business Combinat…

• The ThomasLloyd Business Combination Agreement provides, among other things, that at least one day prior to the share exchange described below, the Company will merge with and into Merger Sub, with Merger Sub continuing as the Surviving Company after the Merger and a direct, wholly owned subsidiary …

• At least one day following the Merger Effective Time, PubCo will acquire all of the issued and outstanding ordinary shares of ThomasLloyd from the Sellers in exchange for the issuance by PubCo of new ordinary shares, par value $0.01 per share, consisting of PubCo Class A Ordinary Shares and PubCo Cl…

Text removed vs the prior filing · source: 10-Q · 2025-11-13

• References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Roman DBDR Acquisition Corp. II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Roman DBDR Acquisition Sponsor II LLC. The…

• This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected a…

• We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 25, 2024 (inception) through September 30, 2025 were organizational activities and those necessary to prepare for and consummate the Initial Public Offering, and following the closing of the I…

• For the three months ended September 30, 2025, we had net income of $2,137,767, which consisted of interest earned on investments held in the Trust Account of $2,651,071, offset by formation and operating costs of $513,304.

• For the nine months ended September 30, 2025, we had net income of $6,379,642, which consisted of interest earned on investments held in the Trust Account of $7,360,268, as well as change in fair value of over-allotment liability of $268,783, offset by formation and operating costs of $1,249,409.

Text added vs the prior filing · source: 10-Q · 2026-05-20

• In light of this material weakness, we have enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements including making greater use of third-par…

Text added vs the prior filing · source: 10-Q · 2026-05-20

• As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in the Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) Annual …

• For risks related to ThomasLloyd and the ThomasLloyd Business Combination, please see the Registration Statement on Form F-4 to be filed by the parties to the ThomasLloyd Business Combination Agreement, once filed.

• Our search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected by current global geopolitical conditions and armed conflicts between Ukraine and Russia and in the Middle East betwee…

• Our ability to find a potential target business and the business of any company with which we may consummate a Business Combination could be materially and adversely affected by events that are outside of our control. For example, United States and global markets have experienced and may continue to…

• The invasion of Ukraine by Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the Eu…