Roman DBDR Tech Acquisition Corp II (Roman II) is a Special Purpose Acquisition Company (SPAC) with no operations of its own. Roman II raised approximately $231M in its December 2024 IPO and holds that capital in trust, with the sole purpose of completing a merger with a private company to take it public. Roman II has already identified its target: ThomasLloyd, which Roman II agreed to acquire in February 2026 at an implied equity value of $850M, with the deal expected to close in Q3 2026. Roman II is also obligated to raise at least $100M in PIPE financing in connection with the transaction. The sponsor earns returns through founder shares — a block of Class B shares acquired at nominal cost that convert to Class A shares at deal close, representing roughly 20% of post-IPO shares outstanding — and through private placement warrants exercisable at $11.50. Public shareholders hold a claim on the trust (approximately $10.49 per share as of year-end 2025) with the right to redeem if they choose not to participate in the combined company. Roman II is led by CEO Dixon Doll Jr. and CTO Dr. Donald Basile, who previously completed a SPAC deal through Roman DBDR I, taking CompoSecure public in December 2021. Post-close, the combined company's performance will depend entirely on ThomasLloyd's business.
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