ADDED
As of March 4, 2026, there were 23,000,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,666,667 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
Riley (as defined below), which amended and restated the Business Combination Marketing Agreement (as defined below); Audit Committee are to the audit committee of our Board of Directors (as defined below); B.
; Roman II Registration Rights Agreement are to the Registration Rights Agreement, dated December 12, 2024, which we entered into with the Sponsor and B.
Riley; Sarbanes-Oxley Act are to the Sarbanes-Oxley Act of 2002; SEC are to the U.S.
ThomasLloyd Business Combination Business Combination Agreement The subsection below describes the material provisions of the ThomasLloyd Business Combination Agreement, but does not purport to describe all the terms thereof.
Unless otherwise defined herein, the capitalized terms used in this subsection have the same meanings given to them in the ThomasLloyd Business Combination Agreement.
Unless otherwise indicated, this Report does not assume the consummation of the ThomasLloyd Business Combination.
On February 27, 2026, we, ThomasLloyd, and each of the ThomasLloyd Shareholders, entered into the ThomasLloyd Business Combination Agreement.
PubCo and Merger Sub will become parties to the ThomasLloyd Business Combination Agreement following the formation of PubCo.
The ThomasLloyd Business Combination Agreement and the transactions contemplated under the ThomasLloyd Business Combination were unanimously approved by the boards of directors of each of our Company and ThomasLloyd.
REMOVED
The registrant s Units begin trading on The Nasdaq Global Market on December 13, 2024 and the registrant s Class A Ordinary Shares and Redeemable Warrants began trading on The Nasdaq Global Market on February 3, 2025.
Accordingly, there was no market value for the registrant s common equity as of the last business day of the second fiscal quarter of 2024.
The aggregate market value of the registrant s outstanding Units, other than Units held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Units on December 31, 2024, as reported on The Nasdaq Global Market, was $ 199,400,000 .
As of March 31, 2025, there were 23,000,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,666,667 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
Additionally, in 2024, the SEC (as defined below) adopted additional rules and regulations relating to SPACs (as defined below).
In addition, the SEC s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities of the SPAC and its management team.
The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.
The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us.
Riley; Report are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024 ; Roman I are to Roman DBDR Tech Acquisition Corp.
; Sarbanes-Oxley Act are to the Sarbanes-Oxley Act of 2002; SEC are to the U.S.