October 11, 2024

Dixon Doll, Jr.
Chief Executive Officer
Roman DBDR Acquisition Corp. II
9858 Clint Moore Road, Suite 205
Boca Raton, FL 33496

        Re: Roman DBDR Acquisition Corp. II
            Registration Statement on Form S-1
            Filed September 17, 2024
            File No. 333-282186
Dear Dixon Doll Jr.:

       We have reviewed your registration statement and have the following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed September 17, 2024
Cover page

1.     We note your disclosure that nine "non-managing sponsor investors" have
expressed
       an interest to purchase non-managing sponsor membership interests and
"up to
       approximately 56.9% of the units in this offering." Please disclose
whether there is a
       cap on the amount that each investor may purchase. Please also file any
agreement or
       form of any agreements with the non-managing sponsor investors as
exhibits.
2.     Please revise to disclose whether the compensation and securities
issuances, including
       the private warrants and the warrants that may be issued for the
repayment of loans
       may result in a material dilution of the purchasers' equity interests.
See Item
       1602(a)(3) of Regulation S-K.
 October 11, 2024
Page 2
Summary, page 1

3.     Please include in the table on page 5 the shares that may be issued
pursuant to the
       anti-dilution provision of the founder shares. Please also revise the
disclosure outside
       the table the extent to which the private placement warrants and the
warrants that may
       be issuable to repay working capital loans may result in a material
dilution of the
       purchasers' equity interests. See Item 1602(b)(6) of Regulation S-K.
4.     We note your disclosure on page 6 that if you raise additional funds
through equity or
       convertible debt issuances, your public shareholders may suffer
substantial dilution.
       We further note your disclosure on page 64 regarding possible PIPE
transactions in
       connection with your initial business combination. Please revise your
summary
       section to disclose any plans to seek additional financings and how the
terms of
       additional financings may impact unaffiliated security holders. See Item
1602(b)(5) of
       Regulation S-K.
5.     Please reconcile the disclosure on page 25 and elsewhere in the
prospectus that
       "a portion of the purchase price of the private placement warrants will
be added to the
       proceeds from this offering to be held in the trust account such that at
the time of
       closing of this offering $200,000,000 (or $230,000,000 if the
underwriters exercise
       their over-allotment option in full) will be held in the trust account"
with the
       prospectus cover page that "$201.0 million, or $231.15 million if the
underwriters
       overallotment option is exercised in full ($10.05 per unit in either
case), will be placed
       into a U.S.-based trust account."
Initial Business Combination, page 12

6.     Please state the basis for your disclosure on pages 14, 40 and elsewhere
that the
       fiduciary duties or contractual obligations of your officers or
directors will not
       materially affect your ability to complete your initial business
combination.
Ability to extend time to complete business combination, page 27

7.     We note that you may seek shareholder approval to amend your amended and
restated
       memorandum and articles of association to extend the date by which you
must
       consummate your initial business combination. Please revise to disclose
any
       limitations on extensions, including the number of times. See Item
1602(b)(4) of
       Regulation S-K.
Limited Payments to Insiders, page 39

8.     Please reconcile the disclosure in this section, which refers to
potential payments of
       consulting, success or finder fees to your independent directors,
advisors, or their
       respective affiliates in connection with the consummation of our initial
business
       combination, with the disclosure elsewhere including on page 43 which
indicates you
       may pay your sponsor or a member of your management team a finder   s
fee, advisory
       fee, consulting fee or success fee.
Summary Financial Data, page 44

9.     Please provide footnotes to explain the purpose of the "As Adjusted"
column and how
       you determined each of the amounts in this column.
 October 11, 2024
Page 3

Risk Factors, page 47

10.    We note the disclosure on page 8 that "in order to facilitate our
initial business
       combination or for any other reason determined by our sponsor in its
sole discretion,
       our sponsor may surrender or forfeit, transfer or exchange our founder
shares, private
       placement warrants or any of our other securities, including for no
consideration, as
       well as subject any such securities to earn-outs or other restrictions,
or otherwise
       amend the terms of any such securities or enter into any other
arrangements with
       respect to any such securities." Please add risk factor disclosure
regarding any risk
       that the sponsor may remove itself as Sponsor from the company before
identifying a
       business combination, including through the unconditional ability to
transfer the
       founder shares or otherwise.
We may issue our shares to investors in connection with our initial business
combination . . . ,
page 64

11.    We note your disclosure that potential PIPE transactions are meant to
enable you to
       provide sufficient liquidity and capital to the post-business
combination entity.
       Clearly disclose their impact to you and investors, including that the
arrangements
       result in costs particular to the de-SPAC process that would not be
anticipated in a
       traditional IPO. If true, disclose that the agreements are intended to
ensure a return on
       investment to the investor in return for funds facilitating the sponsor
 s completion of
       the business combination or providing sufficient liquidity.
Dilution, page 101

12.    We refer you to your tabular presentation of dilution here and on the
outside cover
       page. Please clarify the following and or revise your disclosure within
your next
       amendment.
           We note your net tangible book value (NTBV) before the offering of
$(35,975)
          but your working capital deficit on page 44 is presented as
$(60,975). Tell us how
          you considered the subscription receivable presented as a deduction
from
          stockholders    equity in your determination of NTBV.
           Tell us how you considered the business combination marketing fee of
4.5% of
          gross proceeds payable to your underwriter, B. Riley stated on page
202 in your
          determination of the numerator.
13.    Please revise the disclosure outside of the table to describe each
material potential
       source of future dilution following the registered offering by the
special purpose
       acquisition company, including sources not included in the table with
respect to the
       determination of net tangible book value per share, as adjusted. Your
revisions should
       address, but not be limited to, shares that may be issued in connection
with the closing
       of your initial business combination, additional financing in connection
with the
       closing of your initial business combination, and up to $1,500,000 of
working capital
       loans that may be convertible into private placement warrants. See Item
1602(c) of
       Regulation S-K.
 October 11, 2024
Page 4
Capitalization, page 103

14.    Please address the following related to your capitalization table:
           Explain why the business combination marketing fee payable to your
underwriter,
           B. Riley is not included
           Provide an explanation for the increase in Additional paid-in
capital to the As
           Adjusted amount of $989,433
           Tell us how the As Adjusted Accumulated deficit was not impacted by
the
           offering and remains at $(22,305)

       In your next amendment, please ensure amounts disclosed are consistent
throughout
       the filing and revised disclosures include enough clarity for an
investor to understand
       how amounts are derived. To the extent certain components are excluded
from the
       overall calculation, such amounts should be highlighted and accompanied
by
       explanations for why such exclusions are made.
Proposed Business
Management Team, page 111

15.    We note your disclosure on page 112 about the management's experience
completing
       initial business combination in Roman DBDR I. Please disclose any
extensions and
       redemption levels in connection with any extensions and/or the business
combination
       in Roman DBDR I. See Item 1603(a)(3) of Regulation S-K.
Our Sponsor, page 113

16.    Please revise the table to include the potential payment of advisory,
consulting,
       success, or finder fees or any other fees that may be paid in connection
with the initial
       business combination. See Item 1603(a)(6) of Regulation S-K.
17.    Please revise the table on page 114 to also discuss the lock-up
agreement with the
       underwriter as discussed on page 200. See Item 1603(a)(9) of Regulation
S-K.
Management
Executive Officer and Director Compensation, page 149

18.    Please revise to include the membership interests in the sponsor to be
issued to your
       independent directors, as disclosed on page 113. See Item 402(r)(3) of
Regulation S-
       K.
Principal Shareholders, page 158

19.    Please revise to clarify the owner of your Class B Ordinary Shares. In
this
       regard, your table on page 158 indicates that Roman DBDR Tech Sponsor II
LLC
       owns 100% of your Class B Ordinary Shares. However, footnote 3 to the
table on
       page 159 states that Roman DBDR Acquisition Sponsor II LLC, your
sponsor, is the
       record holder of such shares.
 October 11, 2024
Page 5
Restrictions on Transfers of Founder Shares and Private Placement Warrants,
page 161

20.    Please revise to disclose those "certain limited circumstances" when the
members of
       the sponsor may transfer their membership interests, as required by Item
1603(a)(6) of
       Regulation S-K.
Notes to Financial Statements
Note 2 - Significant Accounting Policies
Warrant Instruments, page F-12

21.    We note your disclosure that the Public and Private Warrants will be
classified as
       equity. Please provide us with your analysis under ASC 815-40 to support
your
       proposed accounting treatment for the Public and Private Warrants. As
part of your
       analysis, please specifically address the tender offer provision in
section 4.4 of your
       warrant agreement filed as exhibit 4.4 and explain whether you believe
there are any
       instances where a cash payment could be made to a warrant holder that
was not in
       connection with a change of control of the Company.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Kellie Kim at 202-551-3129 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kibum Park at 202-551-6836 or Pam Howell at
202-551-3357 with
any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Real
Estate & Construction
cc:   Joshua N. Englard, Esq.