November 8, 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
            Amended Registration Statement on Form S-1
            Filed October 18, 2024
            File No. 333-282186
Dear Dixon Doll Jr.:

     We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our October 11,
2024 letter.

Amendment No. 1 to Registration Statement on Form S-1
Cover page

1.     We note the revisions made in response to prior comment 1. We also note
the
       statement that you do not expect any purchase of units by the
non-managing sponsor
       investors to negatively impact your ability to meet Nasdaq listing
eligibility
       requirements. In light of the disclosure that there is no limit on the
amount that the
       non-managing sponsor investors may purchase in this offering, please
revise to
       disclose whether the limited number of public investors could impact the
company   s
       ability to meet the Nasdaq listing requirements.
 November 8, 2024
Page 2
Summary
Limited Payments to Insiders, page 41

2.     We note your response to prior comment 8. Please revise here and
elsewhere as
       applicable, to clarify whether "members of our management team" include
your
       independent directors. In this regard, the table on page 6 seems to
indicate that your
       independent directors (James Nelson, James Nevels, Bryn Sherman and
Michael
       Woods) may receive consulting, success, advisory or finder's fees in
connection with
       the consummation of your initial business combination.
Dilution, page 104

3.     We note your response to prior comment 13. As previously requested,
please disclose
       outside the table each material potential source of future dilution
following the
       registered offering. In addition, your disclosure should clarify whether
any of the
       items listed in footnote 5 may result in a material future dilution. See
Item 1602(c) of
       Regulation S-K. Lastly, please also discuss the anti-dilution rights
relating to the
       founder shares.
Executive Officer and Director Compensation, page 154

4.     We reissue prior comment 18. Please revise to include the membership
interests in the
       sponsor to be issued to your independent directors, as disclosed on page
5 for their
       services as a director. See Item 402(r)(3) of Regulation S-K.
Restrictions on Transfers of Founder Shares and Private Placement Warrants,
page 166

5.     We reissue prior comment 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. The
addition of the
       reference to the disclosure above is not relevant as the disclosure in
this section, other
       than this sentence does not relate to the membership interests in the
sponsor itself.

       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.