UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April~~August 328, 2025

Roman DBDR Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42435

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

9858 Clint Moore Road, Suite 205
Boca Raton, FL 33496

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 618-2524

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	DRDBU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	DRDB	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	DRDBW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 43.01 ~~Changes~~Notice inof ~~Registrant’s~~Delisting ~~Certifying~~or ~~Accountant~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~November~~August 128, ~~2024~~2025, ~~CBIZ~~Roman ~~CPAs~~DBDR PAcquisition Corp.C. II (the “~~CBIZ~~Company”) ~~acquired~~received a deficiency letter (the ~~attest~~“Deficiency ~~business~~Notice”) from the Listing Qualifications Department of ~~Marcum~~The ~~LLP~~Nasdaq Stock Market LLC (“~~Marcum~~Nasdaq”), ~~which~~notifying ~~was engaged as~~ the ~~independent~~ ~~registered~~Company ~~public~~that ~~accounting~~it ~~firm~~was ~~of Roman~~not ~~DBDR~~in ~~Acquisition~~compliance ~~Corp.~~with the ~~II,~~requirements aof ~~Cayman~~Nasdaq ~~Islands~~Listing ~~exempted~~Rule ~~company~~5250(c)(1) (the “~~Company~~Rule”)~~.On April~~ 3,as ~~2025,~~a ~~Marcum~~result ~~resigned~~of asnot having filed with the ~~independent~~U.S. ~~registered~~Securities ~~public~~and Exchange ~~accounting~~Commission ~~firm~~its ofQuarterly ~~the~~Report ~~Company~~on asForm a10-Q ~~result~~for ofthe ~~such~~quarterly ~~acquisition,~~period ~~and with~~ended ~~the~~June ~~approval~~30, of2025 (the ~~Audit~~“Quarterly ~~Committee~~Report”). The ofDeficiency ~~the~~Notice ~~Company’s~~has ~~Board~~no ofimmediate ~~Directors,~~effect ~~CBIZ~~on ~~was~~the ~~engaged~~listing asof the Company’s ~~new~~securities ~~independent registered~~on ~~public~~The ~~accounting~~Nasdaq ~~firm~~Global Market.

~~The~~According ~~audit~~to ~~report~~the ~~of Marcum~~Deficiency ~~regarding~~Notice, the Company’s ~~financial~~has ~~statements~~a ~~for~~period ~~the~~of ~~fiscal~~60 ~~year~~calendar ~~ended~~days, ~~December~~or 31until October 27, ~~2024~~2025, ~~did not~~to ~~contain~~submit ~~any~~a ~~adverse~~plan ~~opinion~~to orNasdaq ~~disclaimer~~to ofregain ~~opinion~~compliance. If the Company submits a plan and ~~were~~Nasdaq ~~not~~accepts ~~qualified~~the orplan, ~~modified~~Nasdaq ascan grant an exception of up to ~~uncertainty,~~180 ~~audit~~calendar ~~scope~~days from the Quarterly Report’s due date, or ~~accounting principles;~~until ~~except~~February ~~that~~16, ~~the~~2026, ~~report~~to ~~for~~regain compliance with the ~~fiscal~~Rule. If ~~year~~Nasdaq ~~ended~~does ~~December~~not 31accept the Company’s plan, ~~2024~~the Company ~~included~~would anhave ~~explanatory~~the ~~paragraph~~opportunity ~~indicating~~ to appeal that ~~there~~decision ~~was~~to ~~substantial~~a ~~doubt~~Nasdaq ~~about~~Hearings ~~the~~Panel. The Company’s ~~ability~~intends to ~~continue~~file the Quarterly Report as soon as practicable and, if necessary, to submit a ~~going~~plan ~~concern~~with Nasdaq to regain compliance.

~~During the period from July 25, 2024 (inception) through December 31, 2024, and through April 3, 2025, the date of Marcum's resignation, there were (a) no “disagreements” (as defined in~~ Item ~~304(a)(1)(iv)~~8.01 ofOther Regulation S-K and the related instructions) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to such disagreement in its report and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions)Events.

~~During~~On ~~the~~September ~~period from July 25~~18, ~~2024~~ ~~(inception) through December 31, 2024, and through April 3,~~ 2025, ~~neither~~ the Company ~~nor~~issued ~~anyone on the Company's behalf consulted with CBIZ regarding (i) the application of accounting principles to~~ a ~~specific~~press ~~completed~~release orannouncing ~~contemplated~~its ~~transaction~~receipt ~~or regarding the type~~ of ~~audit opinions that might be rendered by CBIZ on~~ the ~~Company’s~~Deficiency ~~financial~~Notice. ~~statements,~~A ~~and~~copy ~~CBIZ~~of ~~did not provide any written or oral advice that was an important factor considered by~~ the ~~Company~~press inrelease ~~reaching~~is afiled ~~decision~~hereto as ~~to any such accounting, auditing, or financial~~Exhibit ~~reporting~~99.1 ~~issue~~and oris ~~(ii)~~incorporated ~~any~~by ~~matter~~reference ~~that was either the subject of a disagreement or a reportable event~~herein.

~~The Company provided Marcum with a copy of this Current Report on Form 8-K (this “Current Report”) prior to its filing with the U~~Item 9.S01. ~~Securities~~ Financial ~~and~~Statements ~~Exchange Commission (the “SEC”)~~ and requested that Marcum furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agreeExhibits. ~~A copy of the letter, dated April 7, 2025, is filed hereto as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report.~~

~~Item~~(d) ~~9.01. Financial Statements and~~ Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated September 18, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit No.		Description
16.1		Letter from Marcum LLP, dated April 7, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

~~SIGNATURE~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ROMAN DBDR ACQUISITION CORP. II

Date: September 18, 2025	By:	/s/ John C. Small
		Name: John C. Small
		Title: Chief Financial Officer

	ROMAN DBDR ACQUISITION CORP. II
Date: April 7, 2025	By:	/s/ John C. Small
		Name: John C. Small
		Title: Chief Financial Officer

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