Roman DBDR Acquisition Corp. II filed a preliminary proxy statement on October 26, 2026, asking shareholders to approve an extension of the deadline to complete an initial business combination from 24 months to 30 months after its IPO, among other proposals.

Key Highlights

  • Extension proposal: The company is seeking to amend its articles to move the business combination deadline from 24 months to 30 months after its IPO, which the filing identifies as approximately June 16, 2027.
  • Current deadline: According to the filing, the existing deadline to complete an initial business combination is December 16, 2026.
  • Pending business combination: On February 27, 2026, the company entered into a Business Combination Agreement with ThomasLloyd Climate Solutions B.V., a private company incorporated in Amsterdam, the Netherlands.
  • Auditor ratification: Shareholders are also being asked to ratify the selection of CBIZ CPAs P.C. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
  • Redemption right: Public shareholders will be entitled to elect to redeem their shares at a per-share cash price equal to the pro-rata portion of the Trust Account, contingent upon the extension amendment being implemented.
  • Liquidation risk: The filing states that if the extension is not approved and a business combination is not completed by December 16, 2026, the company will cease operations, redeem public shares, and liquidate, with up to $100,000 of trust interest available to pay dissolution expenses.

Roman DBDR Acquisition Corp. II Requests Shareholder Vote on Deadline Extension and Auditor

Roman DBDR Acquisition Corp. II, a special purpose acquisition company headquartered at 3300 S. Dixie Highway, Suite 179, West Palm Beach, FL 33405, filed a Preliminary Proxy Statement (PRE 14A) with the U.S. Securities and Exchange Commission on October 26, 2026. The filing calls for an extraordinary general meeting in lieu of annual meeting, to be held at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Blvd, Suite 1000, McLean, Virginia 22102, at 10:00 a.m. Eastern Time on a date not yet specified in the preliminary filing.

The primary proposal, designated Proposal No. 1, asks shareholders to approve an amendment to the company's amended and restated memorandum and articles of association. According to the filing, the amendment would extend the date by which the company must consummate an initial business combination from 24 months to 30 months after the closing of its IPO, or approximately June 16, 2027. The board of directors unanimously determined this extension to be in the best interests of the company. The filing also states that the board reserves the right to cancel the extraordinary general meeting and not implement the amendment, in which case the company would dissolve and liquidate if no business combination is completed by December 16, 2026.

The filing discloses that on February 27, 2026, the company entered into a Business Combination Agreement with ThomasLloyd Climate Solutions B.V. and the holders of ThomasLloyd's outstanding ordinary shares. The filing notes that TL Topco PLC, a public limited company to be incorporated under the laws of England and Wales, and ThomasLloyd Climate Solutions Merger Sub, a Cayman Islands exempted company, will become parties to the agreement following PubCo's formation. The filing states shareholders are not being asked to vote on the proposed business combination at this time, and a separate proxy statement/prospectus is expected to be filed for that vote. The per-share Trust Account redemption amount was left blank in this preliminary version of the filing.

What Was Disclosed

Roman DBDR Acquisition Corp. II filed a preliminary proxy statement seeking shareholder approval to extend its business combination deadline from December 16, 2026 to approximately June 16, 2027, ratify its auditor, and allow for an adjournment of the meeting if needed.