UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
As previously reported, on December 16, 2024, Roman DBDR Acquisition Corp. II (the “Company”) consummated its initial public offering (“IPO”) of 20,000,000 units (the “Units”). Each Unit consisted of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. The Company also granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units (“Over-allotment Units”) at the initial public offering price to cover any over-allotments.
On January 23, 2025, the underwriters exercised the over-allotment option in full, and on January 27, 2025, purchased an additional 3,000,000 Over-allotment Units pursuant to the full exercise of the over-allotment option. The Over-allotment Units were sold at an offering price of $10.00 per share, generating gross proceeds to the Company of $30,000,000. In connection with the closing of the over-allotment option, the Company’s sponsor and B. Riley Securities, Inc., the representative of the IPO underwriters, purchased an additional 750,000 private placement warrants in the aggregate at a price of $1.00 per warrant, generating total gross proceeds of $750,000. Following the closing of the over-allotment option and the sale of additional private placement warrants, an aggregate amount of $30,150,000 was deposited into the Company’s trust account established in connection with the IPO.
On January 28, 2025, the Company issued a press release announcing the closing of the full exercise of the over-allotment option. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release, dated January 28, 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 | |||
| By: |
/s/ John C. Small | ||
| Name: | John C. Small | ||
|
Title: |
Chief Financial Officer | ||
| Date: January 28, 2025 | |||