DRDB merger with ThomasLloyd Climate Solutions B.V.
ThomasLloyd Climate Solutions B.V. (United Kingdom)Revenue $44M (FY2024A (investor deck, translated from actual FY24 EUR results at 1.1741)) as reported.
Announced 3 March 2026.
ThomasLloyd Climate Solutions B.V. is a Netherlands-based, vertically integrated sustainable energy, technology, and finance solutions provider founded in 2003. The company operates across renewable power generation, related transmission and distribution infrastructure, sustainable fuels production, water and waste treatment systems, energy efficiency solutions for the mobility and buildings sectors, and climate finance, serving governments, corporations, and institutional and private investors worldwide. Over its history, ThomasLloyd has structured, managed, and operated 115 projects across more than 20 countries, representing approximately 28 gigawatts of power generation capacity across conventional and renewable energy and related infrastructure, along with 92 million litres of annual liquid biofuels production capacity and over 800 wastewater treatment systems. The company has a particular focus on Asia and currently develops and finances sustainable energy projects across more than 50 countries. Chief Executive Officer Michael Sieg leads the existing management team, which will continue to lead the combined entity following the merger.
On February 27, 2026, ThomasLloyd entered into a definitive business combination agreement with Roman DBDR Acquisition Corp. II (NASDAQ: DRDB), a special purpose acquisition company. The transaction values ThomasLloyd at a pre-money equity value of $850 million, with the potential to increase to $1.3 billion via a $450 million share price-based earnout tied to PubCo Class A share price targets between $12.50 and $25.00 over five years, implying a pro forma equity value of approximately $1.5 billion. The deal is expected to provide over $240 million in gross proceeds, combining cash held in Roman DBDR's trust account with an anticipated private investment in public equity. ThomasLloyd has also secured a $200 million equity line of credit from B. Riley Principal Capital to support its strategy. The transaction is expected to close in the second half of 2026, pending shareholder approval and customary regulatory conditions, after which both companies will become wholly-owned subsidiaries of Thomas Lloyd Climate Solutions Holdings PLC, a new holding company incorporated under the laws of England and Wales, expected to list on Nasdaq under the ticker TCSG.
ThomasLloyd is pursuing the SPAC route to go public as a means of accelerating its North American expansion and entering the booming U.S. AI data center market, where operators face energy availability constraints that limit expansion. The company claims its sustainable energy infrastructure can be deployed faster and at a lower cost than traditional alternatives, reducing data center energy costs by between 15% and 30%. CEO Michael Sieg described the business combination as serving a dual purpose beyond raising capital: accelerating North American expansion and establishing ThomasLloyd as the partner of choice for enterprises and governments seeking reliable, sustainable energy and technology solutions delivered with exceptional speed and scale. The transaction will also provide capital for broader expansion across the Asia-Pacific region. In preparation for the combination, Roman DBDR has appointed several executives to its board and leadership, including longtime Icahn Enterprises executive Hunter Gary to the board, Randolph C. Read as a director, and technology veteran Al Basseri as Chief Technology Officer, signaling a focus on operational and AI infrastructure expertise ahead of the merger's completion.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- ≈ $100M · unsourced
- Sponsor promote
- 25%
- Exchange ratio
Share Exchange Aggregate Consideration based on an equity value of $850,000,000, issued in PubCo sharesmore ▾less ▴
NOT COMMITTED — best-efforts covenant to seek at least $100 million via one or more subscription agreements; no subscription agreements signed at announcement, no price or security type statedmore ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
Six share-price Earn-Out Targets over five years ($12.50, $15.50, $17.50, $20.00, $22.50, $25.00), with 7,500,000 PubCo Class A Ordinary Shares issued per target achieved, 45,000,000 shares in aggregate.more ▾less ▴
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: ThomasLloyd Climate Solutions
from 8-K (announcement; investor presentation Ex 99.2, December 2025)The business actually being bought — described from SEC primary filings, with projections labelled as projections.
ThomasLloyd Climate Solutions B.V. (Dutch B.V.; press-release dateline London; origins 2003, founder/CEO Michael Sieg, CFO Vivienne Macalchlan) is a vertically integrated sustainable-energy, decarbonization and climate-finance platform - development, investment, operations and technology in one company - whose operating assets per its own site are Philippine biomass plants (San Carlos 20MW, South Negros 25MW, North Negros 25MW), Philippine solar (ISLASOL I/II), Indian utility-scale solar (Telangana, Maharashtra, Karnataka, Uttar Pradesh, Madhya Pradesh I 200MW) and Vietnamese rooftop solar, plus a climate-finance arm earning management/advisory fees; the team claims 115 projects in 20+ countries, ~28GW capacity touched, 92M liters/yr biofuels capacity, 800+ wastewater systems and $2.8bn climate finance originated. FINANCIAL REALITY VS STORY: FY2024 ACTUAL revenue was just $44M (Energy $4M + Finance fees $40M; EUR-translated) with a $(7)M operating loss and $(6)M EBITDA excl-FX, and FY2025E DECLINES to $38M - versus a hockey-stick to $74M (FY26E), $156M (FY27E) and $196M (FY28E) premised on a US AI-data-center pivot (100MW co-op development, plans for 250MW, negotiating 900MW) and on $30-50M of financing assumed raised by 31-Jan-2026; the 8-K itself concedes 'certain assumptions underlying the Projections are no longer accurate'. Deal: pre-money EQUITY value $850M, up to $1.3bn via a $450M share-price earnout (45M shares in six 7.5M tranches at $12.50-$25.00 over 5 years); PubCo = ThomasLloyd Climate Solutions Holdings PLC (England & Wales), Nasdaq ticker TCSG, targeted close 2H2026.
Founded 2003.
A reported actual.
A reported actual.
ThomasLloyd Climate Solutions — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 5 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what ThomasLloyd Climate Solutions actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
Priced above its listed peers
The deal values ThomasLloyd Climate Solutions at $1.26bn, or 28.6× the FY2024A (investor deck, translated from actual FY24 EUR results at 1.1741) actual revenue it actually reported. That is 2.1× what the market pays for its closest listed peers (median 13.48×) — an expensive price. It is priced above 60% of them.
Post-dilution equity (net debt unknown).
FY2024A (investor deck, translated from actual FY24 EUR results at 1.1741) — a reported actual.
28.6× FY2024A (investor deck, translated from actual FY24 EUR results at 1.1741) actual revenue. Put another way: $1 of its annual sales is being bought for $28.60.
$1 of their sales costs $13.48 on the open market. Median of 5 listed companies we judged a true comparable, which individually run from 8.44× to 87.75×. Their share prices are from 15 August 2026, not today.
What qualifies this number
- Struck on the post-dilution value of $1.26bn, not the announced $850M — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- FGL, CSIQ, BN, SPRU, NPI.TO, RUN, GLSA, NXT, SMXT, JKS, ENPH have no revenue to divide by, so they are shown but left out of the peer median.
- DESR shown for context only — not close enough to move the median.
The 17 listed companies it is measured against, and why
- BEP13.48× revenue
Brookfield Renewable is the scaled version of the same model - a global, vertically integrated owner-operator-developer of renewable generation combined with an asset-management/capital arm.
- HASI87.75× revenue
HA Sustainable Infrastructure Capital is the closest listed pure-play for ThomasLloyd's dominant Finance segment: recurring-fee and financing income from climate infrastructure capital deployment.
- FGLno revenue multiple
Operational comp: Solar Electric Utilities; micro-cap ($22m); shares solar, founder, projects, scale, capacity, plants with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- CWEN11.12× revenue
Clearway Energy owns and operates contracted clean-power generation - the business ThomasLloyd's energy-sales segment aspires to scale into under long-term power supply agreements.
- CSIQno revenue multiple
Operational comp: Photovoltaic Solar Systems & Equipment; small-cap ($1.6bn); shares solar, energy, capacity, utility, projects, scale with the target's own description; forward EV/Sales 1.3x.
- ORA8.44× revenue
Ormat is a vertically integrated renewable IPP (develop-build-own-operate plus technology) whose integration across the value chain mirrors ThomasLloyd's stated model.
- BNno revenue multiple
Operational comp: Investment Management & Fund Operators (NEC); mega-cap ($113.6bn); shares itself, solar, sustainable, energy, equity, renewable with the target's own description; forward EV/Sales 44.8x.
- ENLT29.94× revenue
Enlight Renewable Energy is a Nasdaq-listed non-US developer/IPP growing a multi-GW international solar-plus-storage portfolio, a comparable growth-stage renewables platform.
- SPRUno revenue multiple
Operational comp: Solar Electric Utilities; micro-cap ($92m); shares solar, energy, renewable, utility, assets, operating with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- NPI.TOno revenue multiple
Northland Power is an international developer/owner of renewable generation across multiple continents and technologies; CAD quote so multiples excluded from medians.
- RUNno revenue multiple
Operational comp: Photovoltaic Solar Systems & Equipment; mid-cap ($4.3bn); shares solar, energy, utility, projects, certain, systems with the target's own description; forward EV/Sales 5.8x.
- GLSAno revenue multiple
Operational comp: Solar Electric Utilities; shares solar, wales, energy, utility, south, systems with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- NXTno revenue multiple
Operational comp: Photovoltaic Solar Systems & Equipment; large-cap ($17.9bn); shares solar, plants, energy, site, utility, scale with the target's own description; forward EV/Sales 3.0x.
- SMXTno revenue multiple
Operational comp: Solar Electric Utilities; micro-cap ($45m); shares solar, projects, energy, renewable, operating, integrated with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- JKSno revenue multiple
Operational comp: Photovoltaic Solar Systems & Equipment; mid-cap ($9.5bn); shares solar, vertically, value, integrated, its, company with the target's own description; forward EV/Sales 0.6x.
- ENPHno revenue multiple
Operational comp: Photovoltaic Solar Systems & Equipment; mid-cap ($4.2bn); shares solar, energy, plus, own, integrated, systems with the target's own description; forward EV/Sales 4.0x.
- DESRno revenue multiplecontext only — left out of the median
Adjacent: Renewable IPPs — the businesses read alike, the vendor classification does not agree; shares solar, renewable, projects, pre, capacity, energy with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Six share-price Earn-Out Targets over five years ($12.50, $15.50, $17.50, $20.00, $22.50, $25.00), with 7,500,000 PubCo Class A Ordinary Shares issued per target achieved, 45,000,000 shares in aggregate.
Set against the actuals: reported revenue stands at $44M (FY2024A (investor deck, translated from actual FY24 EUR results at 1.1741)).
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.