Roman DBDR Acquisition Corp II-A美股招股说明书(2024-12-13版)

Roman DBDR Acquisition Corp. II 20,000,000 Units Roman DBDR Acquisition Corp. II is a blank check company incorporated as a Cayman Islandsexempted company and formed for the purpose of effecting a merger, amalgamation, share exchange,asset acquisition, share purchase, reorganization or similar business combination with one or morebusinesses, which we refer to throughout this prospectus as our initial business combination. We havenot selected any business combination target and we have not, nor has anyone on our behalf, initiatedany substantive discussions, directly or indirectly, with any business combination target. While we maypursue an initial business combination target in any stage of its corporate evolution or in any industry orsector, we intend to focus our initial search on companies in the cybersecurity, artificial intelligence(“AI”) or financial technology (“FinTech”) industries. This is an initial public offering of our securities. Each unit has an offering price of $10.00 andconsists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrantentitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subjectto adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will beissued upon separation of the units and only whole warrants will trade. The warrants will becomeexercisable 30 days after the completion of our initial business combination and will expire five yearsafter the completion of our initial business combination or earlier upon redemption or our liquidation, asdescribed herein. The underwriters have a 45-day option from the date of this prospectus to purchase upto an additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether theyabstain, vote for, or vote against, our initial business combination, all or a portion of their Class Aordinary shares that were sold as part of the units in this offering, which we refer to collectively as ourpublic shares, upon the completion of our initial business combination at a per-share price, payable incash, equal to the aggregate amount then on deposit in the trust account described below as of twobusiness days prior to the consummation of our initial business combination, including interest earnedon the funds held in the trust account (net of taxes payable), divided by the number of then outstandingpublic Class A ordinary shares, subject to the limitations and on the conditions described herein. See“Prospectus Summary — The Offering — Redemption rights for public shareholders upon completion ofour initial business combination” on page 35 and “Prospectus Summary — The Offering — Redemption ofpublic shares and distribution and liquidation if no initial business combination” on page 40 for moreinformation. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initialbusiness combination and we do not conduct redemptions in connection with our initial businesscombination pursuant to the tender offer rules, our amended and restated memorandum and articles ofassociation provide that a public shareholder, together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted fromredeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all oftheir shares (including all shares held by those shareholders that hold more than 15% of the shares soldin this offering) for or against our initial business combination. See “Prospectus Summary — TheOffering — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in thisoffering if we hold shareholder vote” on page 39 for further discussion on certain limitations on redemptionrights. Our sponsor, Roman DBDR Acquisition Sponsor II LLC, and B. Riley Securities (“B. Riley”), therepresentative of the underwriters in this offering, have committed to purchase an aggregate of7,385,000 private placement warrants (or 8,135,000 private placement warrants if the over-allotmentoption is exercised in full) at a price of $1.00 per warrant for an aggregate purchase price of $7,385,000(or $8,135,000 if the over-allotment option is exercised in full). Of these private placement warrants, oursponsor has agreed to purchase 4,885,000 private placement warrants (or 5,260,000 private placementwarrants if the over-allotment option is exercised in full) and B. Riley has agreed to purchase 2,500,000private placement warrants (or 2,875,000 private placement warrants if the over-allotment option isexercised in full). Each private placement warrant will be ide