ThomasLloyd Business Combination (signed February 27, 2026, prior to the quarter): Roman DBDR agreed to acquire ThomasLloyd Climate Solutions B.V. (Amsterdam) at an equity value of $850 million via a merger with a Merger Sub and share exchange through a new PubCo (TL Topco PLC, England/Wales). The deal is expected to close in Q3 2026, subject to shareholder approvals from both parties and customary closing conditions; no closing occurred during Q2.
Q2 financing arrangements for the ThomasLloyd deal: On May 6, 2026, the company engaged Lucid Capital Markets as placement agent (6% offering fee plus 3% advisory fee on any introduced strategic transaction); on May 13, 2026, it added Berenberg Capital Markets as co-placement agent for a proposed private placement to fund the deal (combined 6% fee split by investor domicile: 70/30 U.S./Europe, 50/50 other). A binding CEF term sheet with B. Riley commits up to $200 million of PubCo equity purchases over 36 months post-closing at 97% of VWAP, with a 1% commitment fee.
Board and management changes in Q2: Director James Nevels resigned April 22 and Michael Woods resigned May 11, 2026; the board appointed independent directors Randolph C. Read (April 27; Chair of Compensation Committee, Audit Committee member) and Hunter C. Gary (May 11; Compensation Committee member), each receiving an indirect interest in Founder Shares via Sponsor membership interests. CFO John J. Birmingham's employment was extended by Addendum on May 27, 2026, through the earlier of termination, business combination consummation, or his departure, with a $25,000 payment for remaining SEC reporting work.
Liquidity and going concern: Cash held outside the Trust Account fell to $66,238 at June 30, 2026 (from $183,022 at December 31, 2025), with accounts payable and accrued expenses rising to $2.69 million. Outstanding Sponsor promissory notes totaled $580,000 (a $200K note from December 2025, a $280K draw on a $300K note issued February 2026, and a $100K note issued June 2026). Management disclosed substantial doubt about the company's ability to continue as a going concern, citing insufficient liquidity to fund operations for at least one year absent a completed Business Combination.
Internal control deficiency: The company concluded its disclosure controls and procedures were not effective as of June 30, 2026 due to a material weakness involving insufficient segregation of duties to safeguard company assets. No changes to internal control over financial reporting were reported during the quarter, and management indicated remediation elements (including greater use of third-party accounting professionals) would take time to implement.
(Filed on May 20, 2026)
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$53.5K
On February 27, 2026, the Company entered into a Business Combination Agreement with ThomasLloyd Climate Solutions B.V. (a private company headquartered in Amsterdam, Netherlands) and ThomasLloyd shareholders, pursuant to which the Company will merge with Merger Sub (a Cayman Islands entity) and a new English holding company (PubCo) will acquire all ThomasLloyd ordinary shares in exchange for PubCo shares based on an equity value of $850 million; the transaction is expected to close in Q3 2026 (per MD&A) or the second half of 2026 (per Note 6), subject to shareholder approvals and customary closing conditions.
Concurrently with the ThomasLloyd BCA, the Company entered into ancillary agreements including: a Sponsor Support Agreement (Sponsor agrees to vote in favor, not redeem, convert Class B to Class A, and waive anti-dilution); an Amended and Restated Business Combination Marketing Agreement with B. Riley (fee restructured to 30% of Gross Proceeds on the first $10M and 10% on the incremental, capped at the original 4.5% IPO-proceeds fee); and a binding CEF Term Sheet with B. Riley committing to purchase up to $200 million of PubCo common stock over 36 months at 97% of VWAP, with a 1.0% commitment fee, subject to definitive documentation.
On February 16, 2026, the Company entered into a consulting agreement with ICR LLC providing Business Combination-related services for $25,000 per month until deal completion, a transaction fee of $150,000–$300,000 tied to redemption outcomes, and a discretionary bonus of up to $100,000; the same day the Company issued a new non-interest-bearing promissory note to the Sponsor for up to $300,000 of working capital, of which $280,000 was drawn by quarter-end.
The Company reported a net loss of $235,067 for Q1 2026, driven by general and administrative expenses of $1,885,399 (up from $341,380 in Q1 2025), partially offset by $1,650,332 of Trust Account interest income; cash held outside the Trust Account was $53,490, and management concluded that the Company lacks sufficient resources to sustain operations for one year, raising substantial doubt about its ability to continue as a going concern.
Management concluded that disclosure controls and procedures were not effective as of March 31, 2026 due to a material weakness related to insufficient segregation of duties to safeguard company assets; the Company stated it has enhanced processes and increased reliance on third-party accounting professionals but offered no assurance of remediation.
Post-quarter (subsequent events disclosed in the filing): Directors James Nevels (April 22) and Michael Woods (May 11) resigned, replaced by independent directors Randolph C. Read and Hunter C. Gary respectively; the Company engaged Lucid Capital Markets (May 6) and Berenberg Capital Markets (May 13) as co-placement agents for a proposed private placement of equity or equity-related securities of the new parent entity, with a combined 6% placement fee split by investor domicile, to fund the ThomasLloyd Business Combination.
(Filed on March 4, 2026)
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$183K
Q4 2025 operational status: Roman DBDR II remains a pre-combination SPAC with no revenue or operating activities. The Trust Account held $241,188,555 in U.S. Treasury obligations as of December 31, 2025 (up from $201,317,274 a year earlier), yielding a pro-rata redemption price of approximately $10.49 per Public Share. Cash outside the Trust was $183,022, and the independent auditor (CBIZ) issued a going-concern explanatory paragraph, noting the company lacks capital resources to sustain operations for one year from the filing date.
On October 1, 2025, the Board appointed John J. Birmingham as Chief Financial Officer (also serving as principal accounting and financial officer). Under an offer letter dated the same day, he received a one-time initial cash payment of $25,000 and is entitled to a subsequent $50,000 payment tied to the company's SEC reporting obligations, plus any further amounts the parties may agree upon.
The company resolved a Nasdaq listing deficiency received on August 28, 2025 for failure to timely file its Q2 2025 Form 10-Q. The delinquent 10-Q was filed on October 23, 2025, and on November 5, 2025, Nasdaq confirmed the company was back in compliance with Listing Rule 5250(c)(1). No trading suspension or delisting occurred during the interval.
In Q4 2025 the company drew a full $200,000 non-interest-bearing promissory note from its Sponsor (issued December 16, 2025) for working capital; no Working Capital Loans under the broader $1.5M convertible facility were outstanding. Management identified a material weakness in internal control over financial reporting as of December 31, 2025, citing insufficient segregation of duties to safeguard company assets, and concluded disclosure controls were not effective; remediation included personnel changes and a monthly review process for cash expenditures.
Subsequent to the fiscal year-end (disclosed as a subsequent event in the 10-K), the company signed the ThomasLloyd Business Combination Agreement on February 27, 2026, with ThomasLloyd Climate Solutions B.V. (Amsterdam) at an equity value of $850 million, to be structured via a Cayman-to-UK holding company (PubCo, to be incorporated in England and Wales). The deal includes earn-out targets of 7.5 million PubCo Class A shares each at six price thresholds ($12.50 through $25.00), an $8 million liquidated-damages provision, a binding $200 million committed equity facility term sheet with B. Riley, and a minimum $100 million PIPE financing obligation. Closing is expected in Q3 2026, subject to shareholder approvals and regulatory conditions; the Outside Closing Date is August 31, 2026 (extendable to November 16, 2026 or December 16, 2027 by shareholder vote).
(Filed on November 13, 2025)
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$323.7K
Received a Nasdaq listing deficiency notice on August 28, 2025 for failure to file its Q2 2025 Form 10-Q by the prescribed deadline; the delinquent 10-Q was filed on October 23, 2025 and Nasdaq confirmed compliance with Listing Rule 5250(c)(1) on November 5, 2025, so no delisting action was triggered.
As of September 30, 2025 the company had not identified or announced a business combination target and remained in the active search phase, focusing on cybersecurity, artificial intelligence, or financial technology targets; the Trust Account held $238,827,542 representing 23,000,000 Class A shares subject to redemption at $10.38 per share, with $2,651,071 of interest earned during Q3 2025.
On October 1, 2025 (a subsequent event disclosed in the filing), the board appointed John J. Birmingham as Chief Financial Officer, principal accounting officer, and principal financial officer, with compensation including a one-time $25,000 cash payment and a $50,000 payment tied to SEC reporting obligations; the company also identified a material weakness in internal controls (insufficient segregation of duties) that rendered disclosure controls and procedures not effective as of September 30, 2025.
The company disclosed substantial doubt about its ability to continue as a going concern, with only $323,684 in cash held outside the Trust Account as of September 30, 2025 and no operating revenues; it noted it could seek to extend the 24-month Combination Period (expiring December 16, 2026) via charter amendment subject to shareholder approval, and that failure to complete a Business Combination within the Nasdaq 36-month requirement would likely result in delisting.
