Roman DBDR II agrees to $850M de-SPAC merger with ThomasLloyd Climate Solutions

Roman DBDR Acquisition Corp. II

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.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Roman DBDR Acquisition Corp. II entered into Business Combination Agreement with ThomasLloyd Climate Solutions B.V., holders of ThomasLloyd's outstanding ordinary shares, TL Topco PLC, ThomasLloyd Climate Solutions Merger Sub (effective 2026-02-27).

Action: entry
Agreement: merger
Counterparty: ThomasLloyd Climate Solutions B.V., holders of ThomasLloyd's outstanding ordinary shares, TL Topco PLC, ThomasLloyd Climate Solutions Merger Sub
Effective: 2026-02-27

Exact text from the filing

On February 27, 2026, Roman DBDR Acquisition Corp. II, a Cayman Islands exempted company (“ Roman ”), ThomasLloyd Climate Solutions B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ), with its corporate seat in Amsterdam, the Netherlands (“ ThomasLloyd ”), and each of the holders of ThomasLloyd’s outstanding ordinary shares as named in the Business Combination Agreement (the “ Sellers ”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement ”).

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Source: SEC EDGAR

accession 0001104659-26-020981

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