Roman DBDR Acquisition Corp. II Faces Compliance Challenge with Nasdaq Market Requirements

On September 18, 2025, Roman DBDR Acquisition Corp. II, a special purpose acquisition company (SPAC), publicly announced its receipt of a deficiency letter from the Listing Qualifications Department of Nasdaq. This communication, termed a Deficiency Notice, indicates that the company is currently not meeting the necessary requirements as per Nasdaq Listing Rule 5250(c)(1). Specifically, the company failed to file its Quarterly Report on Form 10-Q for the quarter ending June 30, 2025, with the U.S. Securities and Exchange Commission (SEC).

Despite this setback, it's important to note that the deficiency notice does not immediately impact the listing status of the company’s securities on The Nasdaq Global Market. The company has been allotted a time frame of 60 calendar days, or until October 27, 2025, to submit a plan detailing how it intends to rectify this compliance issue. Should Nasdaq accept this plan, the company may be granted an exception that extends up to 180 calendar days from the due date of the Quarterly Report, pushing the compliance deadline to February 16, 2026.

If the proposed plan is not accepted by Nasdaq, Roman DBDR Acquisition Corp. II retains the right to appeal the decision to a Nasdaq Hearings Panel. The company has expressed its commitment to filing the overdue Quarterly Report as soon as possible and, if needed, will submit a comprehensive plan to Nasdaq for compliance recovery.

About Roman DBDR Acquisition Corp. II

Roman DBDR Acquisition Corp. II is primarily a blank check company formed to engage in a variety of business combinations, including mergers, capital share exchanges, asset acquisitions, and reorganization transactions with one or more entities. Although the company can explore potential business combination targets across various stages of corporate development and across multiple industries, it has indicated a focused interest in sectors such as cybersecurity, financial technology, and artificial intelligence.

Forward-Looking Statements

This announcement includes forward-looking statements as defined under the U.S. Securities Act of 1933 and the U.S. Exchange Act of 1934. These statements can encompass the expectations, plans, and intentions of the management of Roman DBDR Acquisition Corp. II concerning future outcomes, including its ability to comply with Nasdaq’s regulatory requirements. However, these forward-looking statements are inherently subject to uncertainty and risk. Actual results might differ significantly from those anticipated if various risk factors materialize. The specifics of these risks have been detailed in the company's filings with the SEC, which are publicly available.

For any media inquiries or additional information, the company has provided contact details for John Small at Roman DBDR Acquisition Corp. II. He can be reached either via email or by phone, promoting transparency and open communication regarding this compliance issue.

In summary, while the receipt of the deficiency notice represents a challenge for Roman DBDR Acquisition Corp. II, the company is taking proactive steps to ensure compliance and maintain its Nasdaq listing, demonstrating resilience amid regulatory scrutiny.