Roman DBDR Acquisition Corp II-A 2025年度报告

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☒No☐ The aggregate market value of the registrant’s outstanding Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant,computed by reference to the closing price for the Class A Ordinary Shares on June 30, 2025, as reported on The Nasdaq Global Market, was $237,130,000. As of March 4, 2026, there were 23,000,000 ClassA Ordinary Shares, par value $0.0001 per share, and 7,666,667 ClassB Ordinary Shares, par value $0.0001 per share, of the TABLE OF CONTENTS PAGEPARTIItem1.Business.1Item1A.Risk Factors.26Item1B.Unresolved Staff Comments.33Item1C.Cybersecurity.33Item2.Properties.33Item3.Legal Proceedings.33Item4.Mine Safety Disclosures.33PARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.34Item6.[Reserved]35Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.35Item7A.Quantitative and Qualitative Disclosures About Market Risk.39Item8.Financial Statements and Supplementary Data.39Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.40Item9A.Controls and Procedures.40Item9B.Other Information.41Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.41PARTIIIItem10.Directors, Executive Officers and Corporate Governance.42Item11.Executive Compensation.48Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.48Item13.Certain Relationships and Related Transactions, and Director Independence.50Item14.Principal Accountant Fees and Services.52PARTIVItem15. Exhibitand Financial Statement Schedules.53Item16.Form10-K Summary.53 CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS ThisReport(as defined below),including,without limitation,statements under Part II,Item 7.“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-lookingstatements within the meaning of Section27A of the Securities Act (as defined below) and Section21E of theExchange Act (as defined below). These forward-looking statements can be identified by the use of forward-lookingterminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,”“potential,” “projects,” “predicts,” “continue,” or “should,” “could,” “would,” or, in each case, their negative or othervariations or comparable terminology. There can be no assurance that actual results will not materially differ fromexpectations. Such statements include, but are not limited to, any statements relating to our ability to consummate anyacquisition or other Business Combination (as defined below) and any other statements that are not statements ofcurrent or historical facts. Th