{"filings":[{"id":805839,"accession_number":"0001104659-26-069459","cik":2032528,"company_name":"Roman DBDR Acquisition Corp. II","ticker":"DRDB","form_type":"8-K","filed_at":"2026-06-02T20:05:31+00:00","items":["5.02","9.01"],"status":"ready","headline":"CFO John J. Birmingham extends term with $25k one-time payment for SEC filings","summary_kind":"llm","event_type":"other_material","confidence":"high","bullets":["CFO John J. Birmingham executed a CFO Offer Addendum on May 27, 2026, extending his term until termination, business combination, winding up, or removal.","He receives a one-time $25,000 cash payment for remaining SEC reporting work, payable July 1, 2026.","Additional payments may be agreed for financial diligence and modeling in connection with a business combination.","Term ends automatically upon consummation of initial business combination."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"market_cap_usd":322613347.33999044,"market_cap_bucket":"not_microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":470764,"accession_number":"0001104659-26-062518","cik":2032528,"company_name":"Roman DBDR Acquisition Corp. II","ticker":"DRDB","form_type":"8-K","filed_at":"2026-05-15T20:06:50+00:00","items":["5.02","9.01"],"status":"ready","headline":"Roman DBDR appoints Hunter Gary to board and Al Basseri as CTO ahead of ThomasLloyd combination","summary_kind":"llm","event_type":"leadership","confidence":"high","bullets":["Michael Woods resigned as director May 11; Hunter Gary appointed as independent director and Compensation Committee member.","Donald Basile resigned as CTO May 14; Al Basseri appointed CTO effective same date.","Hunter Gary previously Senior Managing Director at Icahn Enterprises (IEP); served on boards including AEP, CVI, and HLF.","Al Basseri has 25+ years in AI infrastructure; previously CTO at Ferret and FortressSecure, and executive at eGain.","Appointments made ahead of Roman DBDR's proposed business combination with ThomasLloyd Climate Solutions."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":0.5,"calibrated_materiality_score":0.5,"market_cap_usd":322613347.33999044,"market_cap_bucket":"not_microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":97373,"accession_number":"0001104659-26-050479","cik":2032528,"company_name":"Roman DBDR Acquisition Corp. II","ticker":"DRDB","form_type":"8-K","filed_at":"2026-04-28T23:59:59+00:00","items":["5.02","9.01"],"status":"ready","headline":"Roman DBDR appoints Randolph C. Read to board ahead of ThomasLloyd combination","summary_kind":"llm","event_type":"leadership","confidence":"high","bullets":["James Nevels resigned as director effective April 22, 2026.","Randolph C. Read appointed director effective April 27, 2026; chairs Compensation Committee, serves on Audit Committee.","Read receives indirect interest in founder shares via sponsor membership interests as director compensation.","Read brings over 40 years of experience; currently CEO of International Capital Markets Group and Nevada Strategic Credit Investments.","Appointment supports preparations for proposed business combination with ThomasLloyd Climate Solutions."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"market_cap_usd":322613347.33999044,"market_cap_bucket":"not_microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":112068,"accession_number":"0001104659-26-020981","cik":2032528,"company_name":"Roman DBDR Acquisition Corp. II","ticker":"DRDB","form_type":"8-K","filed_at":"2026-02-27T23:59:59+00:00","items":["1.01","7.01","8.01","9.01"],"status":"ready","headline":"Roman DBDR II agrees to $850M de-SPAC merger with ThomasLloyd Climate Solutions","summary_kind":"llm","event_type":"m_and_a","confidence":"high","bullets":["Equity value of ThomasLloyd set at $850M; SPAC shareholders can redeem for cash at closing.","Expected to close Q3 2026; subject to shareholder approvals, regulatory clearance, and Nasdaq listing.","Earn-out: up to 45M PubCo shares issuable if stock hits price targets from $12.50 to $25.00.","Committed to raise at least $100M in PIPE financing; B. Riley acts as placement agent.","Sponsor agrees to vote for deal, not redeem shares, and lock-up for 180 days post-close."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"market_cap_usd":322613347.33999044,"market_cap_bucket":"not_microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":128699,"accession_number":"0001104659-25-096645","cik":2032528,"company_name":"Roman DBDR Acquisition Corp. II","ticker":"DRDB","form_type":"8-K","filed_at":"2025-10-03T23:59:59+00:00","items":["5.02","9.01"],"status":"ready","headline":"Roman DBDR Acquisition Corp. II appoints John J. Birmingham as CFO after John C. Small resigns","summary_kind":"llm","event_type":"leadership","confidence":"high","bullets":["John C. Small resigned as CFO effective Sept 30, 2025; Board appointed John J. Birmingham on Oct 1, 2025.","Birmingham previously VP, Internal Audit at Carrier Corporation (July 2021–Mar 2025) and VP at Roper Technologies (2007–2021).","Birmingham receives one-time cash payments: $25,000 for Q2/Q3 2025 SEC reporting work and $50,000 for Q4 2025/Q1 2026 work.","Additional payments may be agreed for financial diligence and modeling related to the company's initial business combination.","No family relationships or reportable transactions between Birmingham and the company's officers/directors."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"market_cap_usd":322613347.33999044,"market_cap_bucket":"not_microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":145456,"accession_number":"0001104659-25-091346","cik":2032528,"company_name":"Roman DBDR Acquisition Corp. II","ticker":"DRDB","form_type":"8-K","filed_at":"2025-09-18T23:59:59+00:00","items":["3.01","8.01","9.01"],"status":"ready","headline":"Roman DBDR Acquisition Corp. II receives Nasdaq deficiency letter for late Q2 2025 10-Q","summary_kind":"llm","event_type":"regulatory","confidence":"high","bullets":["Received Nasdaq deficiency letter on Aug 28, 2025 for failure to file Quarterly Report (Form 10-Q) for Q2 ended June 30, 2025.","Must submit a compliance plan by Oct 27, 2025; Nasdaq may grant extension until Feb 16, 2026.","No immediate impact on Nasdaq listing; company intends to file the Quarterly Report as soon as practicable."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.65,"calibrated_materiality_score":0.65,"market_cap_usd":322613347.33999044,"market_cap_bucket":"not_microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":163833,"accession_number":"0001104659-25-032650","cik":2032528,"company_name":"Roman DBDR Acquisition Corp. II","ticker":"DRDB","form_type":"8-K","filed_at":"2025-04-07T23:59:59+00:00","items":["4.01","9.01"],"status":"ready","headline":"Roman DBDR Acquisition Corp. II replaces auditor Marcum with CBIZ; prior report included going concern doubt","summary_kind":"llm","event_type":"other_material","confidence":"high","bullets":["Marcum resigned on April 3, 2025, after CBIZ acquired its attest business on November 1, 2024.","CBIZ engaged as new independent registered public accounting firm with Audit Committee approval.","Marcum's 2024 audit report contained an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern.","No disagreements or reportable events occurred between the company and Marcum during the relevant periods."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.6,"calibrated_materiality_score":0.6,"market_cap_usd":322613347.33999044,"market_cap_bucket":"not_microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":181717,"accession_number":"0001104659-25-007788","cik":2032528,"company_name":"Roman DBDR Acquisition Corp. II","ticker":"DRDB","form_type":"8-K","filed_at":"2025-01-31T23:59:59+00:00","items":["8.01","9.01"],"status":"ready","headline":"Roman DBDR announces separate trading of shares and warrants effective Feb 3, 2025","summary_kind":"llm","event_type":"other","confidence":"high","bullets":["Effective February 3, 2025, holders of DRDBU units may elect to separate into Class A ordinary shares (DRDB) and warrants (DRDBW).","Only whole warrants will trade; no fractional warrants issued upon separation.","Units not separated will continue to trade on Nasdaq under symbol DRDBU.","Holders must contact Continental Stock Transfer & Trust to initiate separation."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"market_cap_usd":322613347.33999044,"market_cap_bucket":"not_microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":181716,"accession_number":"0001104659-25-006550","cik":2032528,"company_name":"Roman DBDR Acquisition Corp. II","ticker":"DRDB","form_type":"8-K","filed_at":"2025-01-28T23:59:59+00:00","items":["8.01","9.01"],"status":"ready","headline":"Roman DBDR Acquisition Corp. II closes IPO over-allotment exercise, total gross proceeds $230M","summary_kind":"llm","event_type":"other_material","confidence":"high","bullets":["Over-allotment of 3M units at $10/unit closed Jan 27, 2025, raising $30M gross proceeds.","Total IPO now 23M units, $230M gross proceeds; additional $30.15M deposited into trust.","Sponsor and B. Riley purchased 750K private placement warrants at $1 each, raising $0.75M.","Units trade on Nasdaq under DRDBU; Class A shares and warrants to trade as DRDB and DRDBW."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"market_cap_usd":322613347.33999044,"market_cap_bucket":"not_microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":181715,"accession_number":"0001104659-25-000823","cik":2032528,"company_name":"Roman DBDR Acquisition Corp. II","ticker":"DRDB","form_type":"8-K","filed_at":"2025-01-03T23:59:59+00:00","items":["8.01","9.01"],"status":"ready","headline":"Roman DBDR Acquisition Corp. II closes $200M IPO and private placement; auditor flags going concern","summary_kind":"llm","event_type":"other_material","confidence":"high","bullets":["Sold 20M units at $10.00 each, gross proceeds $200M; private placement of 7.385M warrants at $1.00 each ($7.385M).","$201M deposited in trust ($10.05 per unit); proceeds from IPO and private placement held for business combination.","Working capital of $1.13M; auditor notes substantial doubt about ability to continue as a going concern due to lack of capital to fund operations.","Company intends to focus acquisition search on cybersecurity, AI, or FinTech industries.","Underwriters granted 45-day option for up to 3M additional units to cover over-allotments."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.5,"calibrated_materiality_score":0.5,"market_cap_usd":322613347.33999044,"market_cap_bucket":"not_microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":198468,"accession_number":"0001104659-24-129432","cik":2032528,"company_name":"Roman DBDR Acquisition Corp. II","ticker":"DRDB","form_type":"8-K","filed_at":"2024-12-17T23:59:59+00:00","items":["1.01","3.02","5.02","5.03","8.01","9.01"],"status":"ready","headline":"Roman DBDR Acquisition Corp. II closes $200M IPO; targets cybersecurity, AI, fintech","summary_kind":"llm","event_type":"other_material","confidence":"high","bullets":["IPO of 20M units at $10/unit raised $200M gross proceeds; units listed on Nasdaq under DRDBU.","Private placement of 7.385M warrants at $1.00 each raised $7.385M; total trust deposit $201M.","SPAC intends to focus on cybersecurity, artificial intelligence, or financial technology for initial business combination.","Board includes Dixon Doll (CEO/Chair), James Nelson, James Nevels, Bryn Sherman, Michael Woods; audit and compensation committees formed.","Underwriters granted 45-day option to purchase up to 3M additional units to cover over-allotments."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"market_cap_usd":322613347.33999044,"market_cap_bucket":"not_microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null}],"next_cursor":null}