| Item 1. | |
| (a) | Name of issuer:
Roman DBDR Acquisition Corp. II. |
| (b) | Address of issuer's principal executive
offices:
9858 Clint Moore Road, Suite 205 Boca Raton, FL, 33496 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed on behalf of each of the following person (collectively, the "Reporting Persons"):
i) Magnetar Financial LLC ("Magnetar Financial");
ii) Magnetar Capital Partners LP (Magnetar Capital Partners");
iii) Supernova Management LLC ("Supernova Management"); and
iv) David J. Snyderman ("Mr. Snyderman").
This statement relates to the Shares (as defined herein) held for Magnetar Constellation Master Fund, Ltd ("Constellation Master Fund"), Magnetar Xing He Master Fund Ltd ("Xing He Master Fund"), Magnetar SC Fund Ltd ("SC Fund"), Purpose Alternative Credit Fund Ltd ("Purpose Credit Fund"), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP ("Structured Credit Fund") a Delaware limited partnership; Magnetar Alpha Star Fund LLC ("Alpha Star Fund"), Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Purpose Alternative Credit Fund - T LLC ("Purpose Credit Fund - T"), all Delaware limited liability companies; collectively (the "Magnetar Funds"). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds' accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman. |
| (b) | Address or principal business office or, if
none, residence:
The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. |
| (c) | Citizenship:
Place of Organization.
i) Magnetar Financial is a Delaware limited liability company;
ii) Magnetar Capital Partners is a Delaware limited partnership;
iii) Supernova Management is a Delaware limited liability company; and
iv) Mr. Snyderman is a citizen of the United States of America. |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 |
| (e) | CUSIP No.:
G7633M120 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of December 31, 2024, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman held 1,000,000 Shares. The amount consists of (A) 230,000 Shares held for the account of Constellation Master Fund; (B) 180,000 Shares held for the account of Lake Credit Fund; (C) 160,000 Shares held for the account of Structured Credit Fund; (D) 150,000 Shares held for the account of Xing He Master Fund; (E) 100,000 Shares held for the account of Alpha Star Fund; (F) 90,000 Shares held for the account of Purpose Credit Fund; (G) 70,000 Shares held for the account of SC Fund; and (H) 20,000 Shares held for the account of Purpose Credit Fund - T.
The Shares held by the Magnetar Funds represent approximately 5.00% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer). |
| (b) | Percent of class:
As of December 31, 2024, each of Reporting Persons were deemed to be the beneficial owner constituting approximately 5.00% of the total number of shares outstanding (based upon the information provided by the Issuer in its Form 8-K filed with the SEC on January 3, 2025, there were approximately 20,000,000 Shares outstanding as of December 16, 2024). % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the
vote:
1,000,000
|
| | (iii) Sole power to dispose or to direct the
disposition of:
0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
1,000,000
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
