# Roman DBDR Acquisition Corp. II (DRDBW) — merger/spac_merger [pending]
Source: SEC API (secapi.ai) · situation sit_c3790eb9e96a7dc629fa · retrieved 2026-08-11T16:10:43.806Z

## Overview
ThomasLloyd Climate Solutions B.V. is a sustainable investment company focused on renewable energy and climate solutions, including AI and data center projects.

Roman DBDR Acquisition Corp. II and ThomasLloyd Climate Solutions B.V. have entered into a Business Combination Agreement. The parties intend to file a registration statement on Form F-4 with the SEC, which will include preliminary and definitive proxy statements for Roman DBDR shareholders to vote on the proposed business combination. Upon completion, ThomasLloyd shareholders will receive securities in the combined entity. The filing was posted to LinkedIn on March 3, 2026, and indicates that a shareholder vote and SEC approval process are forthcoming.

## Terms
- Counterparty: ThomasLloyd Climate Solutions B.V. · Deal value: $240.0M · Consideration: stock

## Key dates
- Announced 2026-02-27 · Expected close 2026-12-31

## Timeline
- 2026-02-27 · 425 (0001104659-26-020983): 425 - Roman DBDR Acquisition Corp. II — *ThomasLloyd Climate Solutions B.V. is a Netherlands-based investment manager providing investment management and advisory services focused on climate solutions and sustainable energy projects.* Roman DBDR Acquisition Corp. II (a Cayman Islands SPAC) entered into a Business Combination Agreement with ThomasLloyd Climate Solutions B.V. (a Netherlands-based climate solutions investment manager) on February 27, 2026. The transaction values ThomasLloyd at $850 million in equity value. Roman will merge with a newly formed PubCo (TL Topco PLC, a UK public limited company), with Roman shareholders receiving one PubCo Class A Ordinary Share per Roman Class A Share held. ThomasLloyd shareholders will receive PubCo Class A and Class B Ordinary Shares based on a per-share exchange ratio derived from the $850 million equity value divided by the redemption price. Additionally, ThomasLloyd shareholders are eligible to receive up to 45 million PubCo Class A Ordinary Shares in earn-out consideration if specified stock price targets ($12.50, $15.50, $17.50, $20.00, $22.50, and $25.00 per share) are achieved during the five-year earn-out period following closing. The transaction is expected to close in Q3 2026, subject to shareholder approvals and customary closing conditions.
  https://www.sec.gov/Archives/edgar/data/2032528/0001104659-26-020983.txt
- 2026-02-27 · 425 (0001104659-26-021677): 425 - Roman DBDR Acquisition Corp. II — *Roman DBDR Acquisition Corp. II is a blank check company seeking to complete a business combination with ThomasLloyd, an energy and infrastructure investment company focused on sustainable energy projects, AI, and data centers.* Roman DBDR Acquisition Corp. II announced a proposed business combination with ThomasLloyd. The transaction will be submitted to Roman DBDR shareholders for approval via proxy vote. The parties intend to file a Form F-4 registration statement with the SEC containing preliminary and definitive proxy statements. Roman DBDR shareholders will receive securities issued by ThomasLloyd shareholders upon completion of the business combination. The combined entity will be known as TL Topco PLC, a public limited company incorporated under the laws of England and Wales.
  https://www.sec.gov/Archives/edgar/data/2032528/0001104659-26-021677.txt
- 2026-02-27 · 425 (0001104659-26-021635): 425 - Roman DBDR Acquisition Corp. II — *ThomasLloyd Climate Solutions is a European-based clean energy developer providing sustainable energy consulting, financing and development since 2003, with a focus on Asian markets and plans to build renewable energy and energy-efficiency projects for data centers in the US.* ThomasLloyd Climate Solutions agreed to merge with Roman DBDR Acquisition Corp. II, a blank-check company, in a SPAC transaction expected to raise more than $240 million, including an anticipated private investment in public equity (PIPE). ThomasLloyd is valued at $850 million on an equity basis before the transaction. The combination is set to close in the second half of 2026. Additionally, ThomasLloyd has signed an agreement with B. Riley Principal Capital II for a $200 million equity line of credit.
  https://www.sec.gov/Archives/edgar/data/2032528/0001104659-26-021635.txt
- 2026-03-03 · 425 (0001104659-26-022880): 425 - Roman DBDR Acquisition Corp. II — *ThomasLloyd Climate Solutions B.V. is a sustainable investment company focused on renewable energy and climate solutions, including AI and data center projects.* Roman DBDR Acquisition Corp. II and ThomasLloyd Climate Solutions B.V. have entered into a Business Combination Agreement. The parties intend to file a registration statement on Form F-4 with the SEC, which will include preliminary and definitive proxy statements for Roman DBDR shareholders to vote on the proposed business combination. Upon completion, ThomasLloyd shareholders will receive securities in the combined entity. The filing was posted to LinkedIn on March 3, 2026, and indicates that a shareholder vote and SEC approval process are forthcoming.
  https://www.sec.gov/Archives/edgar/data/2032528/0001104659-26-022880.txt

## Citations
- 0001104659-26-020983 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926020983
- 0001104659-26-021677 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926021677
- 0001104659-26-021635 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926021635
- 0001104659-26-022880 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926022880