UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~April 313, 2025

Roman DBDR Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42435

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

9858 Clint Moore Road, Suite 205
Boca Raton, FL 33496

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 618-2524

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. ¨

Item 84.01. ~~Other~~Changes ~~Events~~in Registrant’s Certifying Accountant.

~~Separate~~On ~~Trading~~November 1, 2024, CBIZ CPAs P.C. (“CBIZ”) acquired the attest business of ~~Class~~Marcum LLP (“Marcum”), which was engaged as the independent registered public accounting firm of ARoman ~~Ordinary~~DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”).On ~~Shares~~April 3, 2025, Marcum resigned as the independent registered public accounting firm of the Company as a result of such acquisition, and with ~~Warrants~~the approval of the Audit Committee of the Company’s Board of Directors, CBIZ was engaged as the Company’s new independent registered public accounting firm.

~~On January~~The ~~31,~~audit ~~2025,~~report ~~Roman~~of ~~DBDR~~Marcum regarding ~~Acquisition Corp. II (~~the “Company”)’s ~~announced~~financial ~~that,~~statements ~~commencing~~for ~~on February 3, 2025,~~ the ~~holders~~ offiscal ~~the~~year ~~units~~ended ~~issued~~December ~~in its initial public offering (the “Units”)~~31, ~~each~~2024 ~~Unit consisting of one Class A ordinary~~did ~~share,~~not ~~par~~contain ~~value~~any ~~$0.0001~~adverse ~~per~~opinion ~~share~~or disclaimer of ~~the~~opinion ~~Company (the “Class A Ordinary Share”),~~ and ~~one-half~~were ofnot ~~one~~qualified ~~warrant~~or ofmodified ~~the Company~~as ~~(the~~to ~~“Warrant”)~~uncertainty, ~~with~~audit ~~each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share~~scope, ~~may~~or ~~elect to separately trade the Class A Ordinary Shares and the Warrants included in the Units. No fractional~~accounting ~~Warrants~~principles; ~~will~~except bethat ~~issued upon separation of~~ the ~~Units~~report ~~and~~for ~~only whole Warrants will trade. Any Units not separated will continue to trade on~~ the ~~Nasdaq~~fiscal ~~Global~~year ~~Market~~ended ~~under~~December ~~the symbol “DRDBU.” The Class A Ordinary Shares and the Warrants are expected to trade on the Nasdaq Global Market under the symbols “DRDB” and “DRDBW~~31,” ~~respectively.~~2024 ~~Holders~~included ofan ~~Units~~explanatory ~~will~~paragraph ~~need to have~~indicating ~~their~~that ~~brokers~~there ~~contact~~was ~~Continental~~substantial ~~Stock~~doubt ~~Transfer &~~about ~~Trust Company,~~ the Company’s ~~transfer~~ability ~~agent, in order~~ to ~~separate~~continue ~~the Units~~as ~~into~~a ~~Class~~going ~~A Ordinary Shares and Warrants~~concern.

During the period from July 25, 2024 (inception) through December 31, 2024, and through April 3, 2025, the date of Marcum's resignation, there were (a) no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to such disagreement in its report and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

During the period from July 25, 2024 (inception) through December 31, 2024, and through April 3, 2025, neither the Company nor anyone on the Company's behalf consulted with CBIZ regarding (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by CBIZ on the Company’s financial statements, and CBIZ did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a disagreement or a reportable event.

The Company provided Marcum with a copy of this Current Report on Form 8-K (this “Current Report”) prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requested that Marcum furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated April 7, 2025, is filed hereto as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Press Release dated January 31, 2025.
16.1		Letter from Marcum LLP, dated April 7, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ROMAN DBDR ACQUISITION CORP. II
Date: January 31, 2025	By:	/s/ John C. Small
Date: April 7, 2025	By:	/s/ John C. Small
		Name: John C. Small
		Title: Chief Financial Officer

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