Roman DBDR Acquisition Corp. II (DRDB) is a Cayman Islands blank-check SPAC incorporated July 25, 2024. The 10-K covers the year ended December 31, 2025 and represents the first full annual filing since the IPO closed December 16, 2024 and the over-allotment exercised January 27, 2025. Under a liquidation lens, the structure is straightforward: virtually all recoverable value sits inside the grantor trust account, unavailable to settle operating liabilities unless the company liquidates or completes a Business Combination. The trust held $241.2M in U.S. Treasury Bills as of December 31, 2025, classified as AssetsHeldInTrustNoncurrent. At 100% recovery (cash-equivalent instruments), this asset is fully realizable. However, the $241.2M trust redemption value is precisely offset by the $241.2M temporary equity obligation (Class A ordinary shares subject to possible redemption at $241,188,555), meaning trust assets are pledged dollar-for-dollar to public shareholders and provide zero incremental recovery to the non-redeemable equity stack or creditors outside trust. Outside the trust, the company held only $183,022 cash as of December 31, 2025, down sharply from $1.27M at December 31, 2024. Against this, current liabilities totaled $895,805 (accounts payable and accrued liabilities $895,735 plus $70 other current) and long-term notes payable of $200,000 (sponsor working capital note issued December 16, 2025, fully drawn). Total non-trust liabilities are $1,095,805. Net assets outside trust are deeply negative: $183,022 cash minus $1,095,805 liabilities = approximately -$912,783 before prepaid expenses of $125,420. MFFAIS reports CLV/LLV/OLV of -$712,783, consistent with this arithmetic. Permanent equity (stockholders' deficit) is -$778,093. The going concern disclosure is explicit: the company lacks financial resources to sustain operations for one year from financial statement issuance. Post-period, on February 16, 2026, a second sponsor note of up to $300,000 was issued ($280,000 drawn as of filing date), and a Business Combination Agreement with ThomasLloyd Climate Solutions B.V. was signed February 27, 2026 at a target equity value of $850M, with closing expected Q3 2026. The contingent B. Riley marketing fee of 4.5% of gross IPO proceeds (~$10.4M) is not reflected on-balance-sheet and does not appear as a XBRL-tagged liability; it is disclosed only in MD&A and footnotes. Filing does not separately tag this deferred underwriting fee in XBRL.
▼ Community Notes