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Form 8-K Roman DBDR Acquisition For: May 27

June 2, 2026 4:06 PM
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 27, 2026

 

Roman DBDR Acquisition Corp. II

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-42435   N/A
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer Identification No.)

 

3300 S. Dixie Highway, Suite 179
West Palm Beach, FL
 33405
(Address of principal executive offices) (Zip Code)

 

(650) 618-2524

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant   DRDBU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   DRDB   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   DRDBW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On May 27, 2026, Roman DBDR Acquisition Corp. II and John J. Birmingham, the Company's Chief Financial Officer (the “CFO”), entered into an agreement (the “Addendum”) to extend the term of employment of Mr. Birmingham as the CFO until the earlier of the date that (i) either party terminates the Addendum; (ii) the Company’s initial business combination is consummated; (iii) the Company is wound up; or (iv) Mr. Birmingham vacates or is removed from such position.

 

The Addendum provides that Mr. Birmingham will receive a one-time cash payment in the amount of $25,000 relating to the remaining Securities and Exchange Commission reporting work of the Company as more specifically described in the Addendum, to be paid on July 1, 2026. The parties may agree to additional payments relating to any additional financial diligence and financial modeling services provided by Mr. Birmingham in connection with the Company’s initial business combination.

 

The foregoing description of the Addendum is a summary only and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Addendum, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

  

10.1 CFO Offer Addendum, dated May 27, 2026, between the Company and John J. Birmingham.
104 Cover Page Interactive Data File, formatted in Inline XBRL.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 2, 2026  
   
  Roman DBDR Acquisition Corp. II
   
  By: /s/ Dixon Doll, Jr.
  Name: Dixon Doll, Jr.
  Title: Chief Executive Officer

 

 

 

ATTACHMENTS / EXHIBITS

EXHIBIT 10.1

XBRL TAXONOMY EXTENSION SCHEMA

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

XBRL TAXONOMY EXTENSION LABEL LINKBASE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

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IDEA: FilingSummary.xml

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IDEA: tm2616561d1_8k_htm.xml

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