Roman DBDR Acquisition Corp. II Form 10-Q for the Quarterly Period Ended June 30, 2025
Roman DBDR Acquisition Corp. II, a special purpose acquisition company, filed its quarterly report for the period ended June 30, 2025. The company reported a net loss of $1.4 million for the three months ended June 30, 2025, compared to a net loss of $1.1 million for the same period in 2024. As of June 30, 2025, the company had cash and cash equivalents of $14.4 million, compared to $15.4 million as of December 31, 2024. The company’s total assets decreased to $15.4 million as of June 30, 2025, from $16.4 million as of December 31, 2024. The company’s management’s discussion and analysis of financial condition and results of operations highlights the company’s efforts to identify and acquire a target business, and notes that the company has not yet completed an initial business combination.
Overview
This report provides a summary and analysis of the key financial information for a blank check company that was incorporated in July 2024 for the purpose of completing a merger, acquisition, or other business combination. The company conducted an initial public offering (IPO) in December 2024, raising $200 million, and subsequently exercised an over-allotment option to raise an additional $30 million.
The company has not yet engaged in any operations or generated any revenue, as its sole focus has been on preparing for and completing the IPO, as well as searching for a suitable target company to acquire. During the six months ended June 30, 2025, the company generated net income of $4.2 million, primarily from interest earned on the funds held in its trust account.
Financial Performance
The key financial results for the company are summarized in the table below:
| Metric | Q2 2025 | H1 2025 |
|---|---|---|
| Net Income | $2,027,870 | $4,241,875 |
| Interest Earned on Trust Account | $2,422,595 | $4,709,197 |
| Change in Fair Value of Over-Allotment Option | N/A | $268,783 |
| Formation and Operating Costs | $394,725 | $736,105 |
The company’s net income was driven by the interest earned on the funds held in its trust account, which totaled over $4.7 million for the first half of 2025. This was partially offset by the company’s formation and operating costs, which amounted to $736,105 for the six-month period.
The company also recognized a gain of $268,783 from the change in fair value of the over-allotment option, which was exercised in full in January 2025, resulting in an additional $30 million in gross proceeds.
Liquidity and Capital Resources
The company’s primary source of liquidity prior to the IPO was a $300,000 loan from its sponsor. Following the IPO and over-allotment exercise, the company has a total of $231.15 million held in its trust account, which it intends to use to complete a business combination.
As of June 30, 2025, the company had $618,822 in cash held outside the trust account, which it uses to fund its ongoing operations and search for a suitable acquisition target.
The company has disclosed that it may seek to extend the 24-month combination period to complete a business combination, which would require shareholder approval and could result in a decrease in the funds held in the trust account. Additionally, the company has noted that it may need to obtain working capital loans to fund its operations, which could be convertible into warrants of the post-business combination entity.
The company has also expressed substantial doubt about its ability to continue as a going concern, as it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans without any guarantee of success.
Outlook and Risks
The company’s future success is heavily dependent on its ability to identify and complete a successful business combination within the allotted time frame. Failure to do so could result in the company’s delisting from the Nasdaq exchange and the liquidation of the funds held in the trust account.
Additionally, the company faces risks related to its potential status as an investment company under the Investment Company Act, which could require it to liquidate the investments held in the trust account and hold the funds in cash or an interest-bearing account.
Overall, the company’s financial performance to date has been focused on preparing for and executing its IPO, with the ultimate goal of identifying and completing a value-enhancing business combination. However, the company’s long-term success remains uncertain, and shareholders should carefully consider the risks outlined in the report before investing.
