Roman DBDR Acquisition Corp. II

Previous wording

On April 22, 2026, James Nevels resigned as a director of the Company, with immediate effect. On April 27, 2026, the Board of Directors appointed Randolph C. Read to serve as an independent director, with immediate effect. Mr. Read also serves as the Chairperson of the Compensation Committee and a member of the Audit Committee of the Board. On May 11, 2026, Michael Woods resigned as a director of the Company, with immediate effect. On May 11, 2026, the Board appointed Hunter C. Gary to serve as an independent director and a member of the Compensation Committee of the Board, with immediate effect. In connection with their appointments, each of Mr. Read and Mr. Gary will receive for their services as directors an indirect interest in the Founder Shares through membership interests in the Sponsor.

Current wording

On April 22, 2026, James Nevels resigned as a director of the Company, with immediate effect. On April 27, 2026, the Company’s Board appointed Randolph C. Read to serve as an independent director, with immediate effect. Mr. Read also serves as the Chairperson of the Compensation Committee and a member of the Audit Committee of the Board. On May 11, 2026, Michael Woods resigned as a director of the Company, with immediate effect. On May 11, 2026, the Company’s Board appointed Hunter C. Gary to serve as an independent director and a member of the Compensation Committee of the Board, with immediate effect. In connection with their appointments, each of Mr. Read and Mr. Gary has received for his services as a director an indirect interest in the Founder Shares through membership interests in the Sponsor.

Previous wording

On May 6, 2026 we entered into an agreement with Lucid in connection with the proposed private placement, backstop financing, or other financing of the Company’s equity, equity-linked, convertible debt, or straight debt securities as it relates to the ThomasLloyd Business Combination Agreement.

Current wording

On May 6, 2026, we entered into an agreement with Lucid in connection with the proposed private placement, backstop financing, or other financing of the Company’s equity, equity-linked, convertible debt, or straight debt securities relating to the ThomasLloyd Business Combination Agreement. In consideration for the services described above, Lucid shall be entitled to receive, and the Company agrees to pay Lucid, the following compensation, including (i) an offering fee equal to 6% of gross proceeds raised in such financing, and (ii) an advisory fee equal to 3% of the aggregate consideration or equity value of any strategic transaction entered into with any party introduced to the Company by Lucid during the agreement period.

Previous wording

On May 13, 2026, the Company engaged Berenberg and Lucid to act as a placement agent in connection with a proposed private placement, whether in one or a series of offerings, of equity or equity-related securities of a newly formed entity that will be the ultimate parent of the Company, the proceeds of which ultimately will be used to fund the ThomasLloyd Business Combination.

Current wording

On May 13, 2026, the Company engaged Berenberg and Lucid to act as co-placement agents in connection with a proposed private placement, whether in one or a series of offerings, of equity or equity-related securities of a newly formed entity that will be the ultimate parent of the Company, the proceeds of which ultimately will be used to fund the ThomasLloyd Business Combination.

Previous wording

The fees payable to Berenberg and Lucid for acting as Co-Placement Agents in connection with the Offering shall be a total of 6.00% of the aggregate price at which the Securities are sold by the Company (the “Aggregate Sales Price”), which fee shall be divided as follows: (i) for gross proceeds received from investors domiciled in the United States, 70% to Lucid and 30% to Berenberg, (ii) for gross proceeds received from investors domiciled in Europe (including but not limited to the United Kingdom and the European Economic Area), 30% to Lucid and 70% to Berenberg, and (iii) for gross proceeds received from all other investors, 50% to Lucid and 50% to Berenberg. In the event the Company engages one or more additional investment banks to serve as co-placement agents for the Company, the Aggregate Sales Price shall be split amongst all placement agents as in effect, including the Co-Placement Agents. The Placement Fee shall be payable upon the consummation of the placement of the applicable Securities and the closing of the Business Combination. The Company shall have the right to engage other brokers or agents to participate in the Private Placement,provided that (i) Berenberg and Lucid have provided their prior written consent (such consent not to be reasonably withheld, conditioned or delayed) to any such appointment or engagement, (ii) the Company shall have consulted with Berenberg and Lucid prior to any such appointment or engagement so as to, among other things, ensure a coordinated process as to marketing efforts and any additional payable fees.

Current wording

The fees payable to Berenberg and Lucid for acting as co-placement agents in connection with such offering shall be a total of 6.00% of the Aggregate Sales Price, which fee shall be divided as follows: (i) for gross proceeds received from investors domiciled in the United States, 70% to Lucid and 30% to Berenberg, (ii) for gross proceeds received from investors domiciled in Europe (including but not limited to the United Kingdom and the European Economic Area), 30% to Lucid and 70% to Berenberg, and (iii) for gross proceeds received from all other investors, 50% to Lucid and 50% to Berenberg.

Previous wording

For the three months ended March 31, 2025, we had net income of $2,214,005, which consisted of interest earned on investments held in the Trust Account of $2,286,602, as well as change in fair value of over - allotment liability of $268,783, offset by general and operating costs of $341,380.

Current wording

For the six months ended June 30, 2025, we had net income of $4,241,875, which consisted of interest earned on investments held in the Trust Account of $4,709,197, as well as change in fair value of over-allotment liability of $268,783, offset by general and administrative expenses of $736,105.

Previous wording

On January 23, 2025, the underwriters exercised the over-allotment option in full, and on January 27, 2025, purchased an additional 3,000,000 Units pursuant to the full exercise of the over-allotment option. The over-allotment Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $30,000,000. In connection with the full exercise of the over-

Current wording

On January 23, 2025, the underwriters exercised the over-allotment option in full, and on January 27, 2025, purchased an additional 3,000,000 Units pursuant to the full exercise of the over-allotment option. The over-allotment Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $30,000,000. In connection with the full exercise of the over-allotment option, the Sponsor and B. Riley purchased an additional 750,000 Private Placement Warrants in the aggregate at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $750,000.

Previous wording

For the three months ended March 31, 2026, cash used in operating activities was $409,532. Net loss of $235,067 consisted of interest earned on investments held in the Trust Account of $1,650,332. Changes in operating assets and liabilities provided $1,475,867 of cash from operating activities.

Current wording

For the six months ended June 30, 2026, cash used in operating activities was $496,784. Net income of $1,968,767 consisted of interest earned on investments held in the Trust Account of $4,291,697. Changes in operating assets and liabilities provided $1,826,146 of cash from operating activities.

Previous wording

For the three months ended March 31, 2025, cash used in operating activities was $323,430. Net income of $2,214,005 was affected by the interest earned on investments held in the Trust Account of $2,286,602 and a change in the fair value of over-allotment option of $268,783. Changes in operating assets and liabilities provided $17,950 of cash from operating activities.

Current wording

For the six months ended June 30, 2025, cash used in operating activities was $653,106. Net income of $4,241,875 was affected by the interest earned on investments held in the Trust Account of $4,709,197 and a change in the fair value of over-allotment option of $268,783. Changes in operating assets and liabilities provided $82,999 of cash from operating activities.

Previous wording

As of March 31, 2026, we had investments held in the Trust Account of $242,838,887. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable, to complete our Business Combination. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of June 30, 2026, we had investments held in the Trust Account of $245,480,252. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable, to complete our Business Combination. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of March 31, 2026, we had cash of $53,490. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Current wording

As of June 30, 2026, we had cash of $66,238. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous wording

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. There is no assurance that we will be able to raise additional capital. We lack the financial resources we need to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the unaudited condensed financial statements included in Item 1. “Financial Statements” of this Quarterly Report. These conditions raise substantial doubt about our ability to continue as a

Current wording

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” Management has determined that we currently lack the liquidity needed to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements and the notes thereto included in the Report under Item 1. “Financial Statements” are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined that if we are unable to complete an initial Business Combination within the Completion Window, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Completion Window. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after the Completion Window. There can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.

Previous wording

The Company incurred and paid $30,000 for administrative services for the three months ended March 31, 2026, which was included in accrued expenses in the accompanying condensed balance sheets.

Current wording

The Company incurred and paid $30,000 and $60,000 for administrative services for the three and six months ended June 30, 2025, respectively.

Previous wording

If all or any portion of the Fee is not paid in full at Closing, PubCo is obligated to enter into a committed equity facility (the “CEF”) with B. Riley or its affiliate immediately upon the Closing, as described below. If the Fee has not been paid in its entirety at Closing or subsequent to the Closing, subject to certain conditions, the Company has agreed to maximize its use of the CEF, subject to customary ownership and volume limitations, and to pay B. Riley 30% of the net proceeds raised under the CEF until the Fee is paid in

Current wording

If all or any portion of the Fee is not paid in full at Closing, PubCo is obligated to enter into a committed equity facility (the “CEF”) with B. Riley or its affiliate immediately upon the Closing, as described below. If the Fee has not been paid in its entirety at Closing or subsequent to the Closing, subject to certain conditions, the Company has agreed to maximize its use of the CEF, subject to customary ownership and volume limitations, and to pay B. Riley 30% of the net proceeds raised under the CEF until the Fee is paid in full. If the Fee has not been paid in full by the twelve-month anniversary of the Closing, PubCo will be required to pay the remaining unpaid balance in cash.