Roman DBDR Acquisition Corp. II 8-K

What Happened Roman DBDR Acquisition Corp. II (Roman) filed an 8‑K on Feb 27, 2026 announcing it entered into a Business Combination Agreement to combine with ThomasLloyd Climate Solutions B.V. (ThomasLloyd). The transaction will first merge Roman into a Merger Sub and then effect a share exchange whereby PubCo (a new UK public company to be formed) will acquire ThomasLloyd. The parties set an implied equity value for ThomasLloyd based on $850 million and expect the Business Combination to close in the third quarter of 2026, subject to customary conditions including SEC clearance of a Form F‑4 registration/proxy statement, shareholder approvals and Nasdaq (or other agreed market) listing approval. A press release and a December 2025 investor presentation were filed as exhibits.

Key Details

• Purchase mechanics: Each issued Roman Class A or B share (except dissenters) will convert into one PubCo Class A Ordinary Share; Roman warrants convert into PubCo warrants. Roman Class A holders may redeem shares for cash from the trust account per Roman’s governing documents.
• Consideration and earn‑outs: PubCo consideration is based on a $850M equity value; an earn‑out of up to 45,000,000 PubCo Class A shares is payable if specified price targets ($12.50, $15.50, $17.50, $20.00, $22.50, $25.00) are met for 20 consecutive trading days during a five‑year earn‑out period (7,500,000 shares per target).
• Financing and fee arrangements: Roman/PubCo, ThomasLloyd and B. Riley agreed to seek at least $100M of PIPE financing; a binding term sheet for a committed equity facility (CEF) with B. Riley contemplates up to $200M of purchases over 36 months at ~97% of VWAP with customary caps and fees. B. Riley will also receive transaction marketing fees structured relative to Gross Proceeds and certain placement rights; unpaid fees may be financed via the CEF.
• Governance & lock‑ups: PubCo’s initial board will have seven directors (including ThomasLloyd designees and at least a majority independent directors). Sponsor and certain ThomasLloyd shareholders agree to 180‑day post‑closing lock‑ups and other sponsor support covenants.

Why It Matters This 8‑K signals a definitive SPAC business combination that would convert Roman into a public operating company focused on ThomasLloyd’s climate/energy business, subject to shareholder and regulatory approvals. Key investor considerations include the exchange ratio and dilution from earn‑outs and equity plans (up to 10% for incentive plan, 2% for ESPP plus annual increases), potential PIPE and CEF financing (which affect pro‑forma cash and share supply), sponsor lock‑ups, and the timing risks tied to SEC clearance and Nasdaq listing. Investors should review the forthcoming Form F‑4 / proxy statement and the exhibits (press release, investor presentation) for full details before making voting or investment decisions.