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 4.01 Changes in Registrant’s Certifying Accountant.
On November 1, 2024, CBIZ CPAs P.C. (“CBIZ”) acquired the attest business of Marcum LLP (“Marcum”), which was engaged as the independent registered public accounting firm of Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (the “Company”).On April 3, 2025, Marcum resigned as the independent registered public accounting firm of the Company as a result of such acquisition, and with 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.
The audit report of Marcum regarding the Company’s financial statements for the fiscal year ended December 31, 2024 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles; except that the report for the fiscal year ended December 31, 2024 included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going 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 | |
| 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: April 7, 2025 | By: | /s/ John C. Small |
| Name: John C. Small | ||
| Title: Chief Financial Officer | ||