Roman DBDR Acquisition Corp. II

Roman DBDR Acquisition Corp. II_September 30, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42435

Roman DBDR Acquisition Corp. II

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


9858 Clint Moore Road, Suite 205 Boca Raton, FL		33496
(Address of principal executive offices)		(Zip Code)

(650) 618-2524

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	DRDBU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	DRDB	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	DRDBW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 12, 2025, there were 23,000,000 Class A ordinary shares, par value $0.0001 per share, and 7,666,667 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Table of Contents

ROMAN DBDR ACQUISITION CORP. II

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Financial Statements,		1
Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024		1
Condensed Statements of Operations For the Three and Nine Months Ended September 30, 2025 and for the Period from July 25, 2024 (Inception) Through September 30, 2024 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Equity For the Three and Nine Months Ended September 30, 2025 and for the Period from July 25, 2024 (Inception) Through September 30, 2024 (Unaudited)		3
Condensed Statements of Cash Flows For the Nine Months Ended September 30, 2025 and for the Period from July 25, 2024 (Inception) Through September 30, 2024 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		21
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk.		25
Item 4. Controls and Procedures.		25
Part II. Other Information		26
Item 1. Legal Proceedings.		26
Item 1A. Risk Factors.		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		26
Item 3. Defaults Upon Senior Securities.		26
Item 4. Mine Safety Disclosures.		26
Item 5. Other Information.		27
Item 6. Exhibits.		27
Signatures		28

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ROMAN DBDR ACQUISITION CORP. II

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2025		2024
	(Unaudited)		(Audited)
Assets:
Current assets
Cash	$	323,684	$	1,271,928
Receivable from employee		5,840		—
Prepaid expenses		151,642		126,979
Total current assets		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 payable and accrued expenses	$	275,504	$	20,486
Accrued offering costs		—		2,100
Advance from related party		70		70
Over-allotment liability		—		279,159
Total Current Liabilities		275,574		301,815

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 23,000,000 and 20,000,000 shares at redemption value of $10.38 and $10.06 per share as of September 30, 2025 and December 31, 2024, respectively		238,827,542		201,317,267

Shareholders’ Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par 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; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding as of September 30, 2025 and December 31, 2024		767		767
Additional paid-in capital		—		971,163
Retained Earnings		224,367		223,461
Total Shareholders’ Equity		225,134		1,195,391
Total Liabilities and Shareholders’ Equity	$	239,328,250	$	202,814,473

The accompanying notes are an integral part of the unaudited condensed financial statements.

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ROMAN DBDR ACQUISITION CORP. II

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

(UNAUDITED)


					For the Period
	For the Three		For the Nine		From July 25, 2024
	Months Ended		Months Ended		(Inception) Through
	September 30,		September 30,		September 30,
	2025		2025		2024
Operating expenses:
General and administrative expenses	$	513,304	$	1,249,409	$	90,741
Loss from operations		(513,304)		(1,249,409)		(90,741)

Other income:
Change in over-allotment liability		—		268,783		—
Interest earned on investments held in Trust Account		2,651,071		7,360,268		—
Total other income		2,651,071		7,629,051		—

Net income (loss)	$	2,137,767	$	6,379,642	$	(90,741)

Weighted average Class A ordinary shares outstanding, basic		23,000,000		22,703,297		—
Basic and diluted net income per Class A ordinary share	$	0.07	$	0.21		—
Weighted average Class B ordinary shares outstanding, basic		7,666,667		7,666,667		6,666,667
Basic and diluted net income (loss) per Class B ordinary share	$	0.07	$	0.21	$	(0.01)

The accompanying notes are an integral part of the unaudited condensed financial statements.

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ROMAN DBDR ACQUISITION CORP. II

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025


	Class B			Additional				Total
	Ordinary Shares			Paid-in		Retained		Shareholders’
	Shares	Amount		Capital		Earnings		Equity
Balance — December 31, 2024	7,666,667	$	767	$	971,163	$	223,461	$	1,195,391

Sale of 750,000 Private Placement Warrants	—		—		750,000		—		750,000

Fair Value of Public Warrants at issuance	—		—		286,500		—		286,500

Allocated value of transaction costs to Class A shares	—		—		4,539		—		4,539

Remeasurement of Class A ordinary shares to redemption amount	—		—		(2,012,202)		(1,305,070)		(3,317,272)

Net income	—		—		—		2,214,005		2,214,005

Balance – March 31, 2025	7,666,667		767		—		1,132,396		1,133,163

Remeasurement of Class A ordinary shares to redemption amount	—		—		—		(2,422,595)		(2,422,595)

Net income	—		—		—		2,027,870		2,027,870

Balance – June 30, 2025	7,666,667		767		—		737,671		738,438

Remeasurement of Class A ordinary shares to redemption amount	—		—		—		(2,651,071)		(2,651,071)

Net income	—		—		—		2,137,767		2,137,767

Balance – September 30, 2025	7,666,667	$	767	$	—	$	224,367	$	225,134

FOR THE PERIOD FROM JULY 25, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024


	Class A			Class B			Receivable		Additional				Total
	Ordinary Shares			Ordinary Shares			from		Paid-in		Accumulated		Shareholder’s
	Shares	Amount		Shares	Amount		Shareholder		Capital		Deficit		Deficit
Balance — July 25, 2024 (Inception)	—	$	—	—	$	—	$	—	$	—	$	—	$	—

Issuance of Class B ordinary shares to Sponsor	—		—	7,666,667		767		(25,000)		24,233		—		—

Net loss	—		—	—		—		—		—		(90,741)		(90,741)

Balance – September 30, 2024	—	$	—	7,666,667	$	767	$	(25,000)	$	24,233	$	(90,741)	$	(90,741)

The accompanying notes are an integral part of the unaudited condensed financial statements.

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ROMAN DBDR ACQUISITION CORP. II

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


			For the Period
	For the Nine		from July 25, 2024
	Months Ended		(Inception) Through
	September 30,		September 30,
	2025		2024
Cash Flows from Operating Activities:
Net income (loss)	$	6,379,642	$	(90,741)
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of overallotment liability		(268,783)		—
Interest earned on investments held in Trust Account		(7,360,268)		—
Formation costs applied to prepaid expenses contributed by sponsor through promissory note		—		11,886
Payment of operating costs by Sponsor via promissory note- related party		—		51,105
Changes in operating assets and liabilities:
Receivable from employee		(5,840)		—
Prepaid expenses

SEC Form 10-Q filed by Roman DBDR Acquisition Corp. II