Roman DBDR Acquisition Corp. II filed a Form 8-K on August 24, 2026, disclosing that it received a deficiency notice from Nasdaq on August 19, 2026, for failing to maintain the minimum 400 holders required for continued listing on The Nasdaq Global Market.

Key Highlights

  • Deficiency Notice received: The company was notified on August 19, 2026, that it is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400 holders for continued listing.
  • No immediate listing impact: According to the filing, "The Deficiency Notice has no immediate effect on the listing of the Company's securities on The Nasdaq Global Market."
  • 45-day response window: The company has until October 5, 2026, to submit a compliance plan to Nasdaq.
  • Possible 180-day extension: If Nasdaq accepts the plan, an exception of up to 180 calendar days from the date of the Deficiency Notice, or until February 15, 2027, may be granted to regain compliance.
  • Appeal right preserved: If Nasdaq does not accept the plan, the company would have the opportunity to appeal to a Nasdaq Hearings Panel.
  • Three securities listed: The company's units (DRDBU), Class A ordinary shares (NASDAQ:DRDB), and warrants (DRDBW) are all registered on The Nasdaq Stock Market LLC.

Roman DBDR Acquisition Corp. II Discloses Nasdaq Holder-Count Deficiency and Compliance Timeline

According to the 8-K filed with the SEC, Roman DBDR Acquisition Corp. II received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC on August 19, 2026. The notice stated that the company was not in compliance with Nasdaq Listing Rule 5450(a)(2) due to failing to maintain a minimum of 400 holders, a requirement for continued listing on The Nasdaq Global Market.

The filing states that the Deficiency Notice carries no immediate consequence for the listing status of the company's securities. The company has 45 calendar days from the notice date, giving it until October 5, 2026, to submit a plan to Nasdaq outlining how it intends to regain compliance. If Nasdaq accepts that plan, the company could receive an exception extending the compliance deadline by up to 180 calendar days from August 19, 2026, which the filing identifies as February 15, 2027.

Should Nasdaq decline to accept the submitted plan, the filing notes that the company would retain the right to appeal the decision to a Nasdaq Hearings Panel. The 8-K was signed by John J. Birmingham, Chief Financial Officer, and dated August 21, 2026. The company is incorporated in the Cayman Islands and maintains its principal executive offices at 3300 S. Dixie Highway, Suite 179, West Palm Beach, FL 33405. The company identified itself as an emerging growth company in the filing.

What Was Disclosed

The filing disclosed receipt of a Nasdaq deficiency notice for falling below the 400-holder minimum under Listing Rule 5450(a)(2), with a 45-day deadline to submit a compliance plan and a potential extension to February 15, 2027, if the plan is accepted.