DRDB SEC filings, in plain English
Everything Roman DBDR II has filed with the SEC that we hold — 40 filings, newest first, 38 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Roman DBDR Acquisition Corp. II received a deficiency letter from Nasdaq on August 19, 2026, for failing to maintain the minimum 400 holders required by Nasdaq Listing Rule 5450(a)(2). The company has until October 5, 2026, to submit a compliance plan; if accepted, it may have until February 15, 2027, to regain compliance. Why it matters: This notice triggers a potential delisting risk and imposes a strict timeline for corrective action regarding shareholder count, which could impact investor confidence and listing status before the December 16, 2026 redemption deadline.
What changed: SEC Schedule 13G (beneficial ownership report). The filing names AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC as parties reporting beneficial ownership in the SPAC. The supplied excerpt provides no share quantities, ownership percentages, acquisition dates, or statements regarding shareholder voting, redemption elections, trust account distributions, deadline extensions, merger approvals, or sponsor governance conduct. Why it matters: A Schedule 13G is a statutory disclosure triggered upon crossing regulatory holding thresholds or filed periodically to maintain accuracy. For investors tracking redemption windows and deal progression, the report confirms continued institutional positioning but introduces no new mechanics affecting the calendar, trust per-share valuation, or merger timeline. The document contains no claims about target customers, revenue streams, market size, technology, partnerships, litigation exposure, or executive personnel. Absent disclosed volumes or strategic intent language, the filing serves as routine transparency rather than a catalyst for deadline shifts or trust restructuring.
What changed: A Schedule 13G/A filing, defined as a post-effective amendment to a beneficial ownership report under Section 13(d) of the Securities Exchange Act, submitted by Fort Baker Capital Management LP, Steven Patrick Pigott, and Fort Baker Capital, LLC. The filing amends prior Schedule 13G disclosures by the listed holders regarding their ownership of DRDB shares. The provided excerpt identifies the reporting parties, the filing receipt number [0001688382-26-000033], and the submission date of 2026-08-14, but omits the tabular schedules and narrative sections that would quantify changed share counts, updated percentage stakes, or the triggering event for the amendment. Regarding SPAC mechanics, the filing occurs while DRDB maintains a trust value of $10.67 per share, holds a DEAL_ANNOUNCED status, and faces a corporate continuation deadline of 2026-12-16. The text makes no direct statements regarding redemptions, trust account administration, extension resolutions, merger advancement, or sponsor governance. Why it matters: At the announced-deal stage, 13G/A amendments track institutional positioning that directly shapes the remaining public float ahead of the 2026-12-16 expiration and the pending business combination. Adjustments in the holdings of these entities can shift shareholder calculus between exercising redemption rights at the documented $10.67 trust rate or retaining equity for the proposed transaction. The excerpt contains zero assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; therefore, there are no operational or forward-looking claims to attribute to executives, financial advisors, or targets. The filing’s exclusive operative content is the regulatory update of the ownership registry for these three reporting persons.
What changed: This document is a Schedule 13G/A, specifically a beneficial ownership report. Highbridge Capital Management, LLC filed an amended disclosure to update its beneficial ownership position; however, the provided excerpt contains no share counts, percentage shifts, or acquisition/disposition dates that would indicate changes impacting redemptions, trust value, extensions, deal progress, or sponsor conduct. Why it matters: For investors monitoring Roman DBDR II’s lifecycle, this excerpt bears no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. It references only the identifier 0000919574-26-005337 and attributes the filing to Highbridge Capital Management, LLC. Consequently, it offers no insight into the trust balance, liquidation timeline, merger negotiations, or sponsor actions. The record is limited to a routine compliance update on institutional shareholding.
What changed: A Schedule 13G/A amendment, classified as a routine compliance exhibit filed with the SEC to update beneficial ownership disclosures. According to the filing, Aristeia Capital, L.L.C. is listed as the reporting holder. The provided excerpt contains only standard metadata and the filing identifier 0001172661-26-003560, with no disclosed alterations to share percentages, acquisition dates, or contractual obligations. It does not reference any modification to the December 16, 2026 redemption deadline, the $10.67 per-share trust balance, or any merger progression. As a 13G/A, the document functions exclusively as an updated regulatory ledger for Aristeia Capital, L.L.C.’s stake rather than an instrument modifying SPAC mechanics. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, or sponsor conduct, this filing leaves all operational parameters unchanged. The $10.67 trust/share and the December 16, 2026 deadline remain dictated by the prospectus and existing business combination documents. The filing attributes only ongoing regulatory reporting to Aristeia Capital, L.L.C., indicating no disclosed tender elections, redemption exercises, or extension votes within this amendment. Consequently, the document exerts no direct pressure on share liquidity, warrant conversion dynamics, or sponsor governance, and serves purely as background ownership maintenance without altering the path to a business combination.
What changed: Routine compliance exhibit consisting of two Limited Powers of Attorney authorizing designated agents to execute Form 13G filings pursuant to the Securities Exchange Act of 1934. The filing reports no alterations to redemption deadlines, trust value per share, extension timelines, merger deal progress, or sponsor conduct. There are no updates to capital account structures, shareholder withdrawal mechanics, or business combination schedules. Why it matters: The document operates strictly as an administrative authorization granting Takahiro Katsura power to submit Section 13(d) and Section 13(g) disclosures for Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC. Because it contains only procedural language, corporate titles, and principal business addresses signed by Shuji Matsuura and Adam Hopkins on 8-13-2026, it conveys zero material information regarding target customers, revenue streams, market sizing, strategic roadmaps, technology assets, commercial partnerships, active litigation, or operational personnel changes. Investors seeking actual equity position data must review the accompanying Schedule 13G body, as this exhibit does not independently affect SPAC liquidity conditions or transaction milestones.
What changed: Schedule 13G beneficial ownership report. The filing reports no updates affecting redemption deadlines, trust value, extensions, deal progress, or sponsor conduct. Why it matters: It also contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Filed solely to disclose Barclays PLC’s equity position, the document does not alter SPAC capital structure, business combination timelines, or shareholder rights.
What changed: Schedule 13G — a routine compliance exhibit and statutory beneficial ownership report filed to disclose equity holdings in DRDB. The provided filing text identifies Glazer Capital, LLC and Paul J. Glazer as the reporting persons. It contains no statements altering redemption deadlines, trust value, extension options, deal progress, or sponsor conduct. Furthermore, it includes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; therefore, no factual assertions require attribution. Why it matters: As a standard Section 13(d) filing, this submission does not impact the stated $10.67 per share trust balance or the December 16, 2026 liquidation timeline. Because the document reports only holder identity and lacks operative transaction language, it does not trigger redemption windows, voting requirements, or merger milestones. Investors tracking SPAC mechanics should monitor forthcoming proxy statements, merger agreements, or tender offer announcements for binding updates.
What changed: Quarterly report (Form 10-Q) for Roman DBDR Acquisition Corp. II for the period ended June 30, 2026, filed August 6, 2026. Trust per-share value increased from $10.49 at Dec 31, 2025 to $10.67 at June 30, 2026, reflecting $4.29M interest earned in H1 2026. Cash outside trust shrank from $183k to $66k. Sponsor promissory notes outstanding rose from $200k to $580k (new $280k note in Feb 2026 and $100k note in June 2026). General and administrative expenses surged to $2.32M in H1 2026 from $736k in H1 2025, reflecting deal-related costs. Net income fell to $1.97M from $4.24M year-over-year due to higher expenses and no over-allotment liability change. Directors James Nevels and Michael Woods resigned; Randolph Read and Hunter Gary appointed. CFO John Birmingham extended via addendum with $25k payment. Placement agents Lucid and Berenberg engaged for a proposed private placement to fund the ThomasLloyd deal. The ThomasLloyd Business Combination Agreement remains unchanged, expected to close in second half 2026; no extension or deadline change. Going concern disclosure remains, citing low liquidity and dependence on consummating a business combination. Why it matters: Trust value continues to grow, but cash burn is accelerating with $2.32M in expenses year-to-date, signaling rising deal costs. The sponsor is funding working capital via promissory notes, indicating tight liquidity. The new placement agent agreements suggest efforts to secure backstop or PIPE financing for the ThomasLloyd deal. Director turnover and CFO extension reflect preparations for closing. The trust per-share of $10.67 sets the redemption floor; no redemptions have occurred yet. Investors should monitor whether the deal closes before the December 16, 2026 deadline and whether additional financing is secured.
What changed vs 2026-05-20trust $242.8M → $245.5M +1%trust account, going-concern doubt, sponsor loans outstanding +21 moved · 4 with no prior record of ours
- Trust account
- $242.8M$245.5M
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300K · unchanged
- Mandate language
- the Company intends to focus its initial search on companies…not matched in this filing
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $2,641,365 was added to the trust between the two filings.
The clause “Reimbursement receivable 9,270 Total current assets 168,916 317,712 Investments held in Trust Account 245,480,252 241,188,555 Total Assets $ 245,649,168 $ 241,506,267 Liabilities and Shareholders Deficit: Current liabilities Accounts”…
The clause …“all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end”…
The clause “Initial Public Offering. Prior to the closing date of the IPO, the Company had borrowed $ 300,000 under the promissory note. The Company repaid the entire outstanding balance of the note at the closing of the Initial Public Offering on”…
The clause …“value; 500,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K current report under Item 5.02 disclosing a compensatory arrangement and executive employment extension. On May 27, 2026, Roman DBDR Acquisition Corp. II and Chief Financial Officer John J. Birmingham executed an Addendum extending his employment term until the earliest of mutual termination, consummation of the initial business combination, corporate winding up, or removal. Per the agreement signed by Chief Executive Officer Dixon Doll, Jr., Mr. Birmingham receives a one-time cash payment of USD$25,000 covering remaining SEC reporting duties—including the business combination registration statement and the Q2 2026 10Q—scheduled for payment on July 1, 2026. The filing notes that compensation may be disbursed by the sponsor, Roman DBDR Acquisition Sponsor II LLC, and retains mutual discretion to negotiate additional payments for future financial diligence and modeling services tied to the initial business combination. Why it matters: Tying the CFO’s employment duration to transaction close or liquidation confirms administrative momentum toward securing the initial business combination and preparing required SEC disclosures, rather than preparing for trust distribution. The sponsorship of the $25,000 payout demonstrates ongoing sponsor funding for compliance infrastructure, while the carve-out for future diligence payments signals anticipated pre-close expenditures. Executively anchored to the deal timeline, the Addendum reduces execution risk for pending filings and reinforces sponsor confidence in advancing toward a merger before any forced dissolution event.
What changed: Quarterly report on Form 10-Q for the period ended March 31, 2026. Trust account per share $10.56 (up from $10.49 at year-end 2025) on 23M public shares; net loss $235,067 vs net income $2.2M in Q1 2025 due to higher G&A ($1.9M vs $0.3M) and lower trust interest; cash dropped to $53,490 from $183,022; sponsor promissory note increased to $480,000; going concern uncertainty reiterated. Business Combination Agreement with ThomasLloyd signed Feb 27, 2026 (expected close H2 2026). After quarter end: engaged Lucid and Berenberg as placement agents for a private placement to fund the deal; directors Nevels and Woods resigned, Read and Gary appointed. Why it matters: First quarterly report since deal announcement; shows deteriorating cash position and reliance on sponsor loans, highlighting urgency to close. Trust per share $10.56 provides redemption baseline. Details of ThomasLloyd deal (equity valued at $850M), CEF up to $200M, and new PIPE efforts through Lucid/Berenberg are critical for assessing probability of completion. Director changes may signal preparation for post-closing governance. Material weakness in internal controls remains.
What changed vs 2025-11-13trust $238.8M → $242.8M +2%trust account, combination deadline, going-concern doubt +31 moved · 5 with no prior record of ours
- Trust account
- $238.8M$242.8M
- Combination deadline
- 2026-12-16not matched in this filing
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300K · unchanged
- Mandate language
- the Company intends to focus its initial search on companies… · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $4,011,345 was added to the trust between the two filings.
The clause …“receivable 9,270 9,270 Total current assets 217,194 317,712 Investments held in Trust Account 242,838,887 241,188,555 Total Assets $ 243,056,081 $ 241,506,267 Liabilities and Shareholders Deficit: Current liabilities Accounts”…
The clause …“of the unaudited condensed financial statements. These conditions raise substantial doubt about the Company s ability to continue as a going concern. The unaudited condensed financial statements do not include any adjustments that”…
The clause “Initial Public Offering. Prior to the closing date of the IPO, the Company had borrowed $ 300,000 under the promissory note. The Company repaid the entire outstanding balance of the note at the closing of the Initial Public Offering on”…
The clause …“value; 500,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025, respectively Class B ordinary shares, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G beneficial ownership report filed by Highbridge Capital Management, LLC. Routine compliance exhibit. The excerpt reports no updates regarding redemption deadlines, trust share value, extension proposals, business combination progress, or sponsor conduct. Why it matters: Attributed solely to Highbridge Capital Management, LLC, this filing satisfies SEC Section 13(d) reporting obligations. Because the text omits beneficial ownership percentages, acquisition dates, and stated purposes, it signals neither increased redemption pressure ahead of the December 16, 2026 deadline nor measurable shifts in deal advancement. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are presented in the document.
What changed: A current report on Form 8-K disclosing executive and director departures and appointments in connection with preparations for a proposed business combination. On May 11, 2026, Michael Woods resigned as a director, effective immediately. The Board simultaneously appointed Hunter C. Gary as an independent director and member of the Compensation Committee; Gary will receive an indirect interest in the company's founder shares through membership interests in the sponsor. On May 14, 2026, Chief Technology Officer Dr. Donald G. Basile resigned, effective immediately, and Al Basseri was appointed as the new CTO. These personnel updates do not modify the redemption calendar, extend the deadline, alter the trust per-share value of $10.67, or amend the underlying merger agreement terms or mechanics. Why it matters: The filings and accompanying Exhibit 99.1 press release signal progression toward filing a Registration Statement on Form F-4 to solicit shareholder votes for the proposed business combination with ThomasLloyd Climate Solutions B.V. Chairman and CEO Dixon Doll, Jr. stated in the press release that the leadership additions will drive operational excellence and support strategic technology initiatives ahead of the combination. The press release describes ThomasLloyd as a vertically integrated sustainable energy and technology solutions provider that has collectively structured, managed, and operated 115 projects across more than 20 countries, representing approximately 28 gigawatts of power generation capacity. The filing also references the sponsor's track record, noting Roman DBDR Tech Acquisition Corp raised US$236 million, completed a merger with CompoSecure Holdings in December 2021 that included a US$175 million fully committed exchangeable notes and common stock PIPE financing led by funds and accounts managed by BlackRock and Highbridge Capital Management, and notes CompoSecure's January 2026 merger with Husky Technologies Limited. This update advances transaction visibility and target-scale disclosure while leaving redemption rights and the $10.67 trust intact for investors tracking the 2026-12-16 deadline.
What changed: SEC Form 3 — Insider Ownership Report (routine compliance exhibit). FIRST, the document is a standard regulatory filing requiring corporate insiders to disclose equity positions. THEN, it reports that director Gary Hunter Clark executed no non-derivative transactions and holds no reportable holdings during the covered period. Accordingly, there is no change to insider alignment, and the submission bears no mechanical impact on redemption deadlines, trust value, extension requests, deal progress, or sponsor conduct. THEN, the document contains no attributable claims from management, sponsors, or third parties regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or future operations; it functions purely as a compliance ledger confirming adherence to Section 16 reporting rules without introducing new commercial or structural variables. Why it matters: For investors monitoring the SPAC lifecycle, this confirmation of zero insider movement eliminates directional trading signals that could otherwise suggest shifting conviction relative to the pending business combination. It verifies regulatory compliance while leaving redemption thresholds, trust accounting, and the announced deal timeline entirely unaffected. Although it introduces no operational or financial updates, establishing a clean ownership baseline prevents post-closing disclosure disputes and ensures transparent tracking of director-level exposure through the closing window.
What changed: A Form 12b-25, Notification of Late Filing, submitted by Roman DBDR Acquisition Corp. II to announce a delay in submitting its quarterly Form 10-Q for the period ended March 31, 2026. Chief Financial Officer John J. Birmingham certified that the registrant cannot file the required Form 10-Q on time without unreasonable effort or expense because 'additional time is needed to finalize the financial statements.' The filing confirms the company plans to submit the report within the five-calendar-day grace period mandated by Rule 12b-25. Regarding trust mechanics and shareholder redemption timing, the late filing postpones verification of the Trust Account balance and operational cash flow relative to the announced merger deal status and the December 16, 2026 liquidation deadline, though no formal extension or vote has been recorded in this submission. For the three months ended March 31, 2026, the company previewed a net loss of approximately $0.2 million, broken down as formation and operating costs of approximately $1.9 million offset by interest earned on investments held in the Trust Account of approximately $1.7 million. For the same period in 2025, it had reported net income of $2,214,005, comprising interest earned on investments held in the Trust Account of $2,286,602, a change in fair value of over-allotment liability of $268,783, offset by formation and operating costs of $341,380. Why it matters: Investors tracking redemption windows and trust value must note that preliminary figures disclosed by the CFO remain under review by the Registrant’s independent registered public accounting firm and accounting staff, and the filing explicitly warns amounts 'may differ once reported.' The Q1 2026 preview indicates operating costs currently exceed quarterly trust interest, which could compress per-share trust accumulation until final audit adjustments are made. Because the delay stems solely from internal statement finalization rather than disputed valuation or litigation, the sponsor’s conduct appears administrative rather than contentious, but the withheld 10-Q means shareholders lack immediate confirmation of whether trust earnings have covered the reported burn rate or if additional capital contributions were required ahead of the December 2026 deadline.
What changed: An amended Schedule 13G filing attributed to Meteora Capital, LLC that discloses a reportable adjustment to its beneficial ownership position in DRDB common stock. The excerpt confirms that Meteora Capital, LLC filed a Schedule 13G/A to update its prior ownership disclosure. The provided text does not specify the amendment date, the change in share quantity, the resulting aggregate ownership percentage, or whether the adjustment reflects purchases, sales, or mechanical recalibrations of investment or voting power. Why it matters: This 13G/A is a standard passive investor reporting instrument and contains no commentary on DRDB’s SPAC mechanics. As stated in the filing, it does not address the December 16, 2026 business combination deadline, the $10.67 per-share trust balance, anticipated redemption flows, potential trust account extensions, or any sponsor or management actions. Without disclosed share counts, price bands, or intent language, the filing does not alter dilution models, affect cash runway calculations, or signal shifts in shareholder leverage ahead of the vote or closing.
What changed: This document is a Schedule 13G/A, which the filing explicitly defines in its own terms as a "beneficial ownership report" linked to SEC index number [0001172661-26-001887] and submitted by Aristeia Capital, L.L.C. According to the provided text, the amendment updates the beneficial ownership disclosure for Aristeia Capital, L.L.C. The filing excerpt contains no data adjusting redemption deadlines, trust share valuations, extension mechanisms, business combination timelines, or sponsor conduct. Why it matters: Regulatory amendments of this type track institutional shareholding shifts that can alter vote weight ahead of redemptions or merger approvals. Because the text discloses no percentages, transaction dates, or dollar amounts, the actual impact on capital structure or holder behavior remains unspecified. Furthermore, the document makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, leaving the filing purely administrative in scope.
What changed: Form 3 — an initial insider ownership report. Per the April 30, 2026 filing by director Read Randolph C, there are no adjustments to redemption deadlines, trust value at $10.67 per share, extension provisions, or business combination pacing. The reporting person explicitly states no non-derivative transactions or holdings were recorded. Why it matters: This routine compliance exhibit does not alter shareholder redemption mechanics or sponsor conduct. Because the filing contains zero assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, it provides no substantive commercial update. Its sole function is to confirm standard Section 16(a) disclosure compliance against the 2026-12-16 liquidation window, offering investors a mechanically neutral record.
What changed: Form 8-K current report and press release documenting the immediate resignation of director James Nevels, the appointment of independent director Randolph C. Read to the board and its Compensation and Audit Committees, and procedural updates regarding the pending merger. The filing advances the transaction timeline by confirming the parties to the definitive business combination agreement intend to file a registration statement on Form F-4, which will include preliminary and definitive proxy statements to be distributed to Roman DBDR shareholders. It reports no adjustment to the December 16, 2026 redemption deadline or the $10.67 per share trust value. It discloses that, in connection with his appointment, Mr. Read will receive an indirect interest in the founder shares through membership interests in the Company’s sponsor. No extension, amendment, or sponsor conduct deviation is reported. According to the April 28, 2026 press release issued by the company, ThomasLloyd is a vertically integrated sustainable energy and technology solutions provider founded in 2003, operating across renewable power generation, transmission and distribution infrastructure, sustainable fuels production, water and waste treatment systems, energy efficiency solutions for mobility and buildings, and climate finance. The press release states the ThomasLloyd team has collectively structured, managed, and operated 115 projects across more than 20 countries, representing approximately 28 gigawatts of power generation capacity. The filing also reports that Roman DBDR Tech Acquisition Corp. went public in November 2020 raising US$236 million, completed its merger with CompoSecure in December 2021 alongside a US$175 million fully committed exchangeable notes and common stock PIPE financing led by funds and accounts managed by BlackRock and Highbridge Capital Management, and that in January 2026, CompoSecure completed its merger with Husky Technologies Limited and rebranded to GPGI, Inc. (NYSE: GPGI). Why it matters: The disclosure transitions the deal from operational preparation to formal regulatory solicitation, establishing the next mandatory step that will dictate the official redemption calendar and voting windows once the Form F-4 is declared effective by the SEC. Assigning committee roles and linking director compensation to sponsor founder shares creates specific incentive alignment that must be detailed in the forthcoming proxy statement, allowing investors to evaluate potential conflicts before casting redemption or voting decisions. The addition of a director with documented financial, audit, and cross-industry governance experience provides structural oversight relevant to executing a multi-gigawatt industrial combination and navigating the associated capital markets logistics.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025. SPAC entered into a definitive Business Combination Agreement dated February 27, 2026 with ThomasLloyd Climate Solutions B.V. valued at $850 million; trust value per share is $10.49; trust account balance $241,188,555; Combination Period ends December 16, 2026; redemption rights and procedures described; sponsor support agreement; amended business combination marketing agreement with B. Riley; committed equity facility term sheet; going concern disclosure; material weakness in internal controls. Why it matters: This is the first 10-K filed after a definitive deal is signed, providing the official trust value ($10.49/share), the full terms of the merger agreement including earn-outs and the PIPE financing obligation, and the sponsor's agreement not to redeem. The compliance deadlines are set (Outside Closing Date Aug 31, 2026, extendable).
What changed vs 2025-03-31trust $201.3M → $241.2M +20%shares 20.0M → 23.0M +15%trust account, redeemable shares, combination deadline +32 moved · 4 with no prior record of ours
- Trust account
- $201.3M$241.2M
- Redeemable shares
- 20.0M23.0M
- Combination deadline
- 2026-12-16 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300K · unchanged
- Mandate language
- we are focusing our search on companies in the cybersecurity… · unchanged
SpacBrain reads this as $39,871,281 was added to the trust between the two filings.
The clause …“cash from operating activities. As of December 31, 2025, we had investments held in the Trust Account of $241,188,555. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing”…
SpacBrain reads this as 3,000,000 more shares carry a redemption right.
The clause …“value; 500,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 and 20,000,000 shares subject to possible redemption) as of December 31, 2025 and 2024, respectively Class B ordinary shares, $ 0.0001 par value;”…
The clause …“stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before December 16, 2026. The Company lacks the capital resources that are needed to fund”…
The clause …“accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern; our expectations around the performance of a prospective target business or businesses may”…
The clause “Initial Public Offering. Prior to the closing date of the IPO, the Company had borrowed $ 300,000 under the promissory note. The Company repaid the entire outstanding balance of the note at the closing of the Initial Public Offering on”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Form 425 filing (filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934) serving as a formal corporate communication and prospectus notice regarding the proposed business combination, originally posted to LinkedIn.com by the ThomasLloyd Group on March 3, 2026. The filing advances the Roman DBDR–ThomasLloyd transaction from announcement to the formal shareholder solicitation phase without introducing new redemption mechanics, trust account adjustments, or deadline changes. The parties state they intend to file a Form F-4 registration statement that will include preliminary and definitive proxy statements and a prospectus detailing securities to be issued to ThomasLloyd shareholders. Following SEC declaration of effectiveness, Roman DBDR will mail definitive materials to shareholders as of a record date to be established. The document’s forward-looking statements section explicitly lists 'the level of redemptions of Roman DBDR’s shareholders,' 'the amount and timing of the anticipated PIPE raise,' and 'the implied equity value of ThomasLloyd' as subjects of expectation, but supplies no numerical data, redemption tallies, or cash estimates. All projections regarding future financial condition, pipeline forecasts, capital expenditures, and anticipated closing conditions are attributed exclusively to ThomasLloyd’s and Roman’s management and are qualified as illustrative, non-guaranteed assumptions. Historical period references are confined to the year ended December 31, 2024, and the quarterly report for the quarter ended September 30, 2025. Why it matters: Beyond triggering the proxy solicitation timeline, the filing discloses the target’s strategic positioning, which management characterizes through stated beliefs regarding 'its position in energy markets, including with respect to AI and data centers,' alongside expectations around the 'success of its project development activities' and identification of 'suitable sustainable investment opportunities.' These thematic claims, attributed solely to management, indicate where the forthcoming Form F-4/proxy materials will likely detail customer pipelines, technology integration plans, and partnership dependencies. Material risks cited by the filing—which management acknowledges could cause results to differ materially—include reliance on 'third-party supplier and service providers,' exposure to 'political developments, laws and regulations in areas where ThomasLloyd operates,' 'increased competition,' 'supply of natural resources necessary for ThomasLloyd’s operations,' 'effects of climate change, extreme weather events, and seismic events,' and 'fluctuations in currency markets.' Because the text notes that directors and executive officers of both entities are participants in the solicitation and that their direct and indirect interests will be comprehensively tabulated in the pending Registration Statement/Proxy Statement, investors should prepare for imminent disclosure of sponsor alignment, lock-up arrangements, and potential conflicts prior to the shareholder vote.
What changed: A Rule 425 filing transmitting a February 27, 2026, Bloomberg-published article and corporate statement announcing a proposed business combination between Roman DBDR Acquisition Corp. II and ThomasLloyd Climate Solutions, accompanied by standard SEC forward-looking statement disclosures and proxy solicitation routing information. No adjustments to the redemption calendar, trust account mechanics, or SPAC deadline. The filing confirms the parties intend to file a Form F-4 registration statement containing preliminary and definitive proxy statements, after which a definitive proxy statement/prospectus will be mailed to Roman DBDR shareholders for a vote on the proposed combination. It discloses transaction economics previously withheld in this format: a pre-combination equity valuation of $850 million on an equity basis, an anticipated capital raise of more than $240 million inclusive of a private investment in public equity, and a separate $200 million equity line of credit executed with B. Riley Principal Capital II. B. Riley Securities is identified as the manager of Roman DBDR’s 2024 initial public offering. Neither the existing trust value nor the December 16, 2026 liquidation deadline is altered, extended, or referenced for modification. Why it matters: The document advances the procedural timeline toward a Form F-4 filing and subsequent proxy mailout, establishing the prerequisite steps before a formal shareholder vote triggers any official redemption window and settlement mechanics. Capital structure transparency improves with the disclosed figures, allowing investors to model post-transaction ownership and liquidity runway, though final dilution remains pending definitive proxy details. Strategic positioning claims originate from the company statement and Chief Executive Officer Michael Sieg, who asserts the firm plans to transfer expertise cultivated since 2003—originally focused on Asian markets—into US data center projects requiring rapidly deployable renewable and energy-efficiency solutions. These forward-looking assertions are explicitly caveated by both companies’ management as assumptions subject to regulatory delays, capital-raising execution risks, currency fluctuations, climate and seismic events, and third-party supplier dependencies. The absence of precise PIPE pricing, over-allotment options, or sponsor lock-up terms in this press release means redemption floor dynamics and closing probability variables will require monitoring through the forthcoming Form F-4.
What changed: Form 8-K filed by Roman DBDR Acquisition Corp. II (DRDB) announcing the entry into a definitive Business Combination Agreement with ThomasLloyd Climate Solutions B.V., along with related ancillary agreements (Sponsor Support Agreement, Registration Rights Agreement, Lock-Up Agreement, Amended Business Combination Marketing Agreement) and a binding term sheet for a Committed Equity Facility with B. Riley Securities. Roman DBDR has signed a definitive business combination agreement to acquire ThomasLloyd Climate Solutions B.V. at an $850 million equity value. The transaction will be effected through a merger of Roman into a merger sub, followed by a share exchange where ThomasLloyd shareholders receive shares in a new UK public holding company (PubCo). Key terms: (i) each Roman Class A share converts into one PubCo Class A share; Roman Class B shares convert one-to-one into Class A; (ii) an earn-out of up to 45 million PubCo Class A shares tied to stock price thresholds ($12.50, $15.50, $17.50, $20.00, $22.50, $25.00); (iii) a minimum PIPE financing of $100 million and convertible note financing of $10 million are targeted; (iv) a $200 million committed equity facility term sheet with B. Riley is signed; (v) the Sponsor has agreed to vote all shares in favor, not to redeem, and to convert Class B shares one-to-one; (vi) the closing deadline is August 31, 2026, with automatic extension to November 16, 2026 if SEC registration is delayed, and further extension to December 16, 2027 possible via shareholder vote; (vii) termination provisions include a $8 million liquidated damages payment to Roman if ThomasLloyd fails to close under certain conditions; (viii) the trust account balance as of February 25, 2026 was at least $242,475,946.13, implying approximately $10.54 per share based on 23 million Class A shares outstanding. Why it matters: This filing sets the definitive terms for Roman DBDR's de-SPAC transaction. For redemption-tracking investors: the trust per-share value is approximately $10.54, the deadline for closing is initially August 31, 2026 (extendable to November 16, 2026 and then to December 16, 2027). There is no minimum cash condition, so redemptions do not block the deal. The Sponsor's commitment not to redeem and to vote in favor reduces redemption risk. The $100 million PIPE and $10 million convertible note targets provide additional capital. The earn-out structure aligns seller incentives with stock performance. The $200 million B. Riley equity line provides post-closing financing flexibility. The agreement contains detailed representations, warranties, and conditions typical for SPAC mergers. The filing also includes a December 2025 investor presentation with unaudited projections for ThomasLloyd (FY2024-FY2028), showing revenue growth from $44 million to $196 million and EBITDA from negative to $92 million by 2028, though management cautions these projections are outdated. Overall, this is the most critical filing for assessing the deal economics, timing, and risks.
pipenothing moved · 1 with no prior record of ours
- PIPE
- not previously extracted$100.0M
The clause …“PubCo shall use commercially reasonable efforts to arrange and execute the PIPE Financing, on terms and conditions to be mutually agreed by Roman, PubCo and the Company that would provide the aggregate financing in an aggregate”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K containing an investor presentation and press release announcing a definitive Business Combination Agreement; the core legal agreement itself (EX-2.1) is attached. Roman DBDR Acquisition Corp. II (DRDB) has entered into a definitive Business Combination Agreement to acquire ThomasLloyd Climate Solutions B.V. The SPAC's sponsor has signed a support agreement committing not to redeem its shares. The target is valued at an $850 million pre-money equity value. A previously-distributed investor presentation (December 2025) is furnished, not filed, and contains outdated projections that management disclaims. Why it matters: The deal is announced, setting a valuation of $850 million for ThomasLloyd. The trust per-share value ($10.67) sets the baseline for redemptions. The sponsor's commitment not to redeem is a positive signal for deal completion. The target's financial projections are stale and explicitly disclaimed; investors should not rely on them. The agreement includes a large, aggressive earn-out structure of up to 45 million shares at escalating price targets.
pipenothing moved · 1 with no prior record of ours
- PIPE
- $100.0M · unchanged
The clause …“PubCo shall use commercially reasonable efforts to arrange and execute the PIPE Financing, on terms and conditions to be mutually agreed by Roman, PubCo and the Company that would provide the aggregate financing in an aggregate”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 425 filing transmitting a LinkedIn post shared by Chairman and CEO Dixon Doll, Jr., functioning as a routine Rule 425 business combination communication and accompanying Rule 14a-12 deemed filing with standard forward-looking statement disclaimers. Roman DBDR advanced the merger timeline by disclosing that the parties intend to file a registration statement on Form F-4 with the SEC. This filing will consolidate preliminary and definitive proxy statements for Roman DBDR shareholders with a prospectus covering securities issued to ThomasLloyd shareholders. Once the registration statement is declared effective, Roman DBDR will mail the definitive proxy statement/prospectus to shareholders as of an established record date to solicit votes on the Proposed Business Combination, structuring the immediate voting and redemption countdown toward the 2026-12-16 deadline. Why it matters: The communication shifts investor focus from announcement-stage language to the forthcoming proxy mechanics and financing variables that will dictate trust utilization and deal viability. Dixon Doll, Jr. and ThomasLloyd’s management frame expectations around the implied equity value of ThomasLloyd, the anticipated amount and timing of a PIPE raise, projected redemption levels, and PubCo’s future financial condition and performance. Management attributes to ThomasLloyd internal estimates and forecasts for pipeline projects, anticipated capital expenditures, and projected success in project development activities. Management also highlights ThomasLloyd’s beliefs regarding its competitive position in energy markets, specifically citing emerging demand in AI and data centers. These projections are explicitly qualified by cited risks including regulatory approval uncertainty, increased industry competition, natural resource supply constraints, third-party dependency, currency volatility, and exposure to climate change, extreme weather, and seismic events. Roman DBDR and ThomasLloyd state neither party assumes an obligation to update these assessments, making the eventual Form F-4 and definitive proxy the authoritative source for validating management’s stated economics, testing redemption thresholds, and confirming whether financing conditions or sponsor conduct will alter the path to closing.
What changed: Schedule 13G beneficial ownership report. The filing discloses that Fort Baker Capital Management LP, Steven Patrick Pigott, and Fort Baker Capital, LLC hold passive beneficial interests in DRDB. Because the submission is filed under Schedule 13G rather than Schedule 13D, the reporting persons characterize their positions as non-controlling and provide no data on share quantities, acquisition prices, voting agreements, or redemption intent. Why it matters: Passive 13G submissions do not alter SPAC mechanical timelines or governance. The filing neither modifies the documented $10.67 trust value per share, changes the 2026-12-16 liquidation deadline, nor signals active involvement in an extension vote or target acquisition. According to the schedule, the named holders have made no statements regarding customers, revenue, market size, technology, partnerships, litigation, or personnel, and the report contains no operational or strategic claims beyond the identification of the passive investors.
What changed: A routine compliance exhibit — a Schedule 13G/A amendment reporting beneficial ownership of DRDB by Meteora Capital, LLC. The filing reflects an update to a prior beneficial ownership disclosure by Meteora Capital, LLC. No share quantities, percentage alterations, transaction dates, or financial figures are provided in the submitted text. Why it matters: This document tracks institutional or affiliate positioning and bears on investor visibility ahead of SPAC deadlines, potential extensions, or merger conversion timelines. Monitoring 13G/A amendments helps the market assess whether major stakeholders are accumulating, reducing, or maintaining positions relative to deal progress and sponsor conduct. Meteora Capital, LLC does not report redemptions, trust value movements, extension filings, or sponsor actions. The filing contains no substantive operational disclosures, including claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and therefore provides no measurable indicator of redemption behavior, liquidity dynamics, or capital allocation shifts.
What changed: A routine compliance exhibit—a Schedule 13G/A amendment to a beneficial ownership report—identifying Meteora Capital, LLC as the reporting holder for Roman DBDR II equity, as titled in the filing header. Per the provided document text, the submission attributes no updated share quantities, percentage stakes, purchase transactions, or control assertions to Meteora Capital, LLC; consequently, it reports no modification to redemption windows, per-share trust accounting, extension triggers, merger sequencing, or sponsor management conduct. Why it matters: Because the filing itself supplies zero operational metrics, strategic disclosures, customer claims, revenue projections, market size estimates, technology roadmaps, partnership announcements, litigation updates, or personnel changes, investors cannot assess capital deployment, voting alignment, or liquidity expectations ahead of the announced termination window. The document restricts its content to administrative identification of a beneficial owner above regulatory thresholds, meaning it does not materially impact deal progression, redemption modeling, or trust preservation until the full itemized amendment and accompanying data schedules are furnished.
What changed: Quarterly report on Form 10-Q for the period ended September 30, 2025. Trust account grew to $238.8M (up from $201.3M at YE 2024) due to interest; redemption value per share increased to $10.38 (from $10.06). Cash outside trust fell to $323,684. Operating expenses were $513K in Q3 and $1.25M YTD. Net income of $2.1M in Q3 ($6.4M YTD) from trust interest. No business combination announced; still searching. New CFO John J. Birmingham appointed Oct 1, 2025, with $25K initial payment and $50K for SEC filings. Nasdaq compliance regained Nov 5, 2025 after late Q2 filing. Going concern doubt expressed due to insufficient working capital. Sponsor working capital loan facility remains unused. Why it matters: Trust value per share continues to accrete, but cash outside trust is very low, raising going concern risk. The 24-month deadline to complete a business combination is Dec 16, 2026; with no deal announced, time pressure is building. The CFO change may improve financial reporting reliability. The Nasdaq deficiency notice and late filing highlight past control issues. The sponsor has not yet provided additional liquidity beyond the $10K/month admin fee. Investors should monitor deal progress and potential need for extension or liquidation.
What changed vs 2025-10-23trust $236.2M → $238.8M +1%trust account, combination deadline, going-concern doubt +31 moved · 5 with no prior record of ours
- Trust account
- $236.2M$238.8M
- Combination deadline
- 2026-12-16 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300K · unchanged
- Mandate language
- the Company intends to focus its initial search on companies… · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $2,651,071 was added to the trust between the two filings.
The clause …“481,166 1,398,907 Long-term prepaid insurance 19,542 98,292 Investments held in Trust Account 238,827,542 201,317,274 Total Assets $ 239,328,250 $ 202,814,473 Liabilities and Shareholders Equity: Current liabilities Accounts”…
The clause …“is the 24-month period from the closing of the Initial Public Offering to December 16, 2026, that we have to consummate an initial Business Combination ( Combination Period ), consistent with applicable laws, regulations and stock”…
The clause …“of the issuance of the condensed financial statements. These conditions raise substantial doubt about the Company s ability to continue as a going concern. The condensed financial statements do not include any adjustments that might”…
The clause “Initial Public Offering. Prior to the closing date of the IPO, the Company had borrowed $300,000 under the promissory note. The Company repaid the entire outstanding balance of the note at the closing of the Initial Public Offering on”…
The clause …“value; 500,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 and 20,000,000 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024 Class B ordinary shares, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly Report on Form 10-Q for the period ended June 30, 2025. Trust account value increased to $236.2M ($10.27 per share) from $201.3M ($10.06) at year-end, reflecting interest income of $2.4M for Q2 and $4.7M YTD. Cash outside trust dropped to $618K from $1.27M. The SPAC reported a material weakness in internal controls, a Nasdaq deficiency notice for late filing (received Aug 28, 2025), and a going concern qualification due to limited cash to sustain operations. A new CFO, John J. Birmingham, was appointed on October 1, 2025. No business combination has been announced; the deadline remains December 16, 2026. Why it matters: The trust value per share has grown to $10.27, exceeding the IPO price of $10.00, which is favorable for redeeming shareholders. However, the SPAC has limited cash outside trust ($618K) and a going concern warning, indicating it may struggle to fund operations until the deadline. The Nasdaq deficiency for late filing does not immediately affect listing but adds risk. The material weakness in internal controls raises governance concerns. The appointment of a new CFO may signal preparation for a deal, but no target is identified yet.
What changed vs 2025-05-21trust $233.8M → $236.2M +1%trust account, combination deadline, going-concern doubt +31 moved · 5 with no prior record of ours
- Trust account
- $233.8M$236.2M
- Combination deadline
- 2026-12-16 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300K · unchanged
- Mandate language
- the Company intends to focus its initial search on companies… · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $2,422,595 was added to the trust between the two filings.
The clause …“791,165 1,398,907 Long-term prepaid insurance 45,792 98,292 Investments held in Trust Account 236,176,471 201,317,274 Total Assets $ 237,013,428 $ 202,814,473 Liabilities and Shareholders Equity: Current liabilities Accounts”…
The clause …“is the 24-month period from the closing of the Initial Public Offering to December 16, 2026, that we have to consummate an initial Business Combination ( Combination Period ), consistent with applicable laws, regulations and stock”…
The clause …“of the issuance of the condensed financial statements. These conditions raise substantial doubt about the Company s ability to continue as a going concern. The condensed financial statements do not include any adjustments that might”…
The clause “Initial Public Offering. Prior to the closing date of the IPO, the Company had borrowed $300,000 under the promissory note. The Company repaid the entire outstanding balance of the note at the closing of the Initial Public Offering on”…
The clause …“value; 500,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 and 20,000,000 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024 Class B ordinary shares, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A routine SEC Form 3 initial statement of beneficial ownership reporting insider equity holdings for Roman DBDR Acquisition Corp. II. Chief Financial Officer John Jacob Birmingham disclosed no non-derivative transactions or share holdings. Consequently, there is no alteration to executive positioning that would impact redemption calculations, the documented $10.67 trust per share amount, the 2026-12-16 deadline window, or the current DEAL_ANNOUNCED transaction status. Why it matters: Investors tracking sponsor conduct and deal mechanics should note the CFO's unchanged position at filing, establishing a neutral baseline amid the active merger period. The document contains no additional claims, metrics, or forward-looking statements regarding customers, revenue, market size, corporate strategy, technology development, commercial partnerships, or ongoing litigation, leaving all remaining valuation and execution variables anchored to previously published registration and proxy materials.
What changed: A Form 8-K Current Report filed by Roman DBDR Acquisition Corp. II disclosing the immediate resignation of Chief Financial Officer John C. Small, the appointment of John J. Birmingham as Chief Financial Officer and Principal Financial and Accounting Officer, and the execution of an Offer Letter (Exhibit 10.1) detailing Birmingham’s employment terms and compensation structure. Per the report signed by Chief Executive Officer Dixon Doll Jr., John C. Small resigned as CFO effective September 30, 2025. On October 1, 2025, the Board appointed John J. Birmingham as the new CFO and principal accounting/financial officer. The Offer Letter states Birmingham will receive a one-time initial cash payment of $25,000 for Q2 2025 and Q3 2025 SEC reporting work, payable after agreement execution, and a subsequent cash payment of $50,000 for Q4 2025 and Q1 2026 SEC reporting work, payable after the Q1 2026 10-Q filing. The Company and Birmingham may agree to additional payments for financial diligence and modeling services connected to the initial business combination. Birmingham’s term terminates upon the earliest of party termination, consummation of the initial business combination, company wind-up, or removal. Compensation may be paid by Sponsor Roman DBDR Acquisition Sponsor II LLC. The filing confirms no family relationships exist between Birmingham and current directors/officers and notes indemnification agreements will follow. Why it matters: This filing does not modify redemption deadlines, trust account balances, extension procedures, or disclose target-specific merger progress; those items remain bound by the company’s original prospectus and subsequent shareholder solicitation materials. Mechanically, the compensatory framework isolates $25,000 and $50,000 outlays to an affiliate or the Sponsor rather than the trust account, preserving trust capital for potential redemptions or acquisition funding before the deadline. Birmingham’s explicit duty to prioritize the Company’s interests over the Sponsor in conflicts establishes a governance baseline for minority shareholders. Beyond executive succession and time-bound SEC reporting compensation tied to the merger window, the document contains no disclosures regarding customers, revenue, market size, strategy, technology, partnerships, or litigation. Tracking the next periodic reports will be necessary to assess trust account maintenance, warrant exercise mechanics, and formal merger vote scheduling.
What changed: Form 8-K current report disclosing the receipt of a Nasdaq deficiency letter for failure to timely file a quarterly report on Form 10-Q. According to a notice from Nasdaq’s Listing Qualifications Department dated August 28, 2025, Roman DBDR Acquisition Corp. II was found non-compliant with Nasdaq Listing Rule 5250(c)(1) for failing to file its Quarterly Report on Form 10-Q for the period ended June 30, 2025. The notice grants the company 60 calendar days, or until October 27, 2025, to submit a compliance plan. If Nasdaq accepts the plan, it may grant an exception of up to 180 calendar days from the report’s due date, extending the compliance deadline to February 16, 2026. If Nasdaq rejects the plan, the company may appeal to a Nasdaq Hearings Panel. The filing confirms no changes to the redemption deadline, trust value, deal progress, or sponsor conduct. Per a press release distributed by the company on September 18, 2025, the registrant intends to focus its initial business combination search on the cybersecurity, artificial intelligence, or financial technology industries. The report was executed by Chief Financial Officer John C. Small. Why it matters: While this compliance event does not alter the declared trust value, the 2026-12-16 merger deadline, or the announced deal status, the delayed 10-Q filing signals administrative friction that could postpone shareholder communications, proxy filings, or de-SPAC transaction readiness. Investors monitoring the redemption calendar and extension mechanics should verify whether the Quarterly Report is submitted well before the February 16, 2026 Nasdaq compliance window closes, as sustained exchange delinquency frequently triggers delisting hearings that may force liquidation or restructuring independent of the target acquisition process.
What changed: A Form 12b-25 Notification of Late Filing (NT 10-Q). This routine compliance exhibit delays the quarterly reporting calendar without altering the merger status or the December 16, 2026 redemption window. Chief Financial Officer John C. Small states the registrant missed the statutory deadline because "additional time is needed to finalize the financial statements," projecting a filing within the five-day Rule 12b-25 grace period but offering no assurance. Why it matters: The filing’s Part IV narrative supplies the only near-term financial visibility for investors monitoring trust growth and sponsor cost absorption. Per John C. Small, interest earned on investments held in the Trust Account generated $2,422,595 for the three months ended June 30, 2025 and $4,709,197 for the six months ended June 30, 2025. These earnings offset formation and operating costs of $375,699 (three months) and $717,079 (six months), producing reported net incomes of $2,046,896 and $4,260,901. The first half of 2025 also recorded a $268,783 change in the fair value of an over-allotment liability. Extended reporting gaps delay transparency on trust compounding and working-capital drawdowns that directly affect per-share trust baselines and sponsor dilution calculations before deal closing.
What changed: A Schedule 13G/A amended beneficial ownership report listing seven Sculptor Capital-affiliated entities as reporting persons. The excerpt identifies Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., Sculptor Master Fund, Ltd., and Sculptor Special Funding, LP as holders, but provides no amendment metrics: no percentage changes, aggregate share quantities, dates of last acquisition, or purpose-of-acquisition declarations. Accordingly, there is no disclosed shift in voting control, tender readiness, or block position that would interact with the December 16, 2026 redemption window, the $10.67 per-share trust balance, extension provisions, deal progression, or sponsor governance. The filing contains no claims regarding customer concentration, revenue metrics, total addressable markets, strategic pivots, proprietary technology, partnership agreements, pending litigation, or executive appointments. Why it matters: Because the text supplies only entity nomenclature without numerical positioning or transactional history, it operates as a procedural compliance update rather than a tactical signal. Investors monitoring redemption timelines or the announced combination should note that, absent explicit share tallies, voting commitments, or activist language in this filing, none of the listed Sculptor vehicles have publicly indicated intention to redeem, support an extension, or challenge the sponsor’s execution. Future amendments may reveal whether these funds are passively indexed, adjusting portfolio weights, or preparing liquidity events, but this submission alone carries no direct mechanical impact on trust distributions, deadline management, or merger consummation.
What changed: Amended Schedule 13G beneficial ownership report (routine compliance exhibit containing a Joint Filing Agreement). Filed August 14, 2025, the document executes a joint filing agreement signed by Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; and Frederick V. Fortmiller, Jr. Permitting these affiliated parties to submit one combined Schedule 13G/A for Roman DBDR Acquisition Corp. II shares. The provided text does not list the amended share quantities, updated percentage ownership, acquisition or disposition dates, or the stated purpose for the amendment. Why it matters: For investors monitoring the $10.67 trust per share, the December 16, 2026 deadline, and the DEAL_ANNOUNCED status, this filing exerts no direct pressure on redemption mechanics or trust valuation. Consolidating blockholder disclosures under Rule 13d-1(k) is a standard procedural step and does not signal changes in sponsorship leverage, redemption window adjustments, extension voting alignment, or target integration milestones. Because the excerpt omits the actual amendment data, it offers no material insight into transaction progress, capital deployment, or shareholder rights beyond confirming that these entities are jointly tracking their aggregate holdings.
What changed: Routine compliance exhibit: a Schedule 13G beneficial ownership report identifying Meteora Capital, LLC as the reporting holder. The filing registers a Schedule 13G submission under identifier [0001905106-25-000022]. It does not disclose share quantities, ownership percentages, acquisition dates, or any alterations to the merger timeline, redemption window mechanics, trust fund distribution rules, or sponsor governance conduct Why it matters: Institutional Schedule 13G filings provide baseline visibility into shareholder composition that investors monitor alongside redemption probability and deal execution pressure. Because the excerpt supplies only the filer name and regulatory identifier, it confirms standard disclosure compliance rather than a tangible shift in capital commitment or business combination leverage. The document attributes no statements concerning customers, revenue streams, market sizing, corporate strategy, proprietary technology, strategic partnerships, ongoing litigation, or executive personnel transitions; all referenced positions derive exclusively from the Schedule 13G filing itself, which contains no substantive operational or financial claims beyond the holder designation
What changed: A routine compliance exhibit: a Schedule 13G/A beneficial ownership report [0001085146-25-004999]. The filing amends prior institutional ownership disclosures. Bearing on SPAC mechanics, it reports no updates to redemption parameters, trust administration, extension timelines, deal progress toward Roman DBDR II’s target combination, or sponsor conduct. Reporting on substantive operational or strategic matters, the excerpt contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. It exclusively identifies AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC as the reporting holders. Why it matters: Amendments to Schedule 13G filings routinely signal shifts in institutional positioning ahead of redemption windows or merger vote deadlines. While the provided excerpt omits the specific share counts, percentage thresholds, or amendment triggers that would clarify whether AQR is accumulating, reducing, or merely updating stale disclosures, the multi-vehicle filing underscores ongoing fiduciary monitoring of DRDB’s pre-completion timeline. Investors should compare this excerpt against the full electronic filing to determine if the amendment reflects a crossing of the five percent reporting threshold or a correction of historical trade dates.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.