| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
ROMAN DBDR ACQUISITION CORP. II (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G7633M104 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | G7633M104 |
| 1 | Names of Reporting Persons Roman DBDR Acquisition Sponsor II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 7,666,667.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 25.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The 7,666,667 founder shares referred to in Rows 5, 7, and 9 represent Issuer's Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), which are automatically convertible into Issuer's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") at the time of the Issuer's initial business combination ("Business Combination"), or at any time prior to the Issuer's Business Combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-282186). Dixon Doll, Jr. and Donald G. Basile are the managing members of Roman DBDR Acquisition Sponsor II LLC and hold voting and investment discretion with respect to the Class B ordinary shares held of record by Roman DBDR Acquisition Sponsor II LLC. The percentage in Row 11 is based on 23,000,000 Class A Ordinary Shares issued and outstanding and 7,666,667 Class B Ordinary Shares issued and outstanding as of February 7, 2025.
SCHEDULE 13G |
| CUSIP No. | G7633M104 |
| 1 | Names of Reporting Persons Dixon Doll, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 7,666,667.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 25.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The 7,666,667 founder shares referred to in Rows 6, 8, and 9 represent Issuer's Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), which are automatically convertible into Issuer's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") at the time of the Issuer's initial business combination ("Business Combination"), or at any time prior to the Issuer's Business Combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-282186). Dixon Doll, Jr. and Donald G. Basile are the managing members of Roman DBDR Acquisition Sponsor II LLC and hold voting and investment discretion with respect to the Class B ordinary shares held of record by Roman DBDR Acquisition Sponsor II LLC. The percentage in Row 11 is based on 23,000,000 Class A Ordinary Shares issued and outstanding and 7,666,667 Class B Ordinary Shares issued and outstanding as of February 7, 2025.
SCHEDULE 13G |
| CUSIP No. | G7633M104 |
| 1 | Names of Reporting Persons Donald G. Basile | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 7,666,667.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 25.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The 7,666,667 founder shares referred to in Rows 6, 8, and 9 represent Issuer's Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), which are automatically convertible into Issuer's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") at the time of the Issuer's initial business combination ("Business Combination"), or at any time prior to the Issuer's Business Combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-282186). Dixon Doll, Jr. and Donald G. Basile are the managing members of Roman DBDR Acquisition Sponsor II LLC and hold voting and investment discretion with respect to the Class B ordinary shares held of record by Roman DBDR Acquisition Sponsor II LLC. The percentage in Row 11 is based on 23,000,000 Class A Ordinary Shares issued and outstanding and 7,666,667 Class B Ordinary Shares issued and outstanding as of February 7, 2025.
SCHEDULE 13G |
| 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: Roman DBDR Acquisition Sponsor II LLC, Dixon Doll, Jr. and Donald G. Basile (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if
none, residence: 9858 Clint Moore Road, Suite 205, Boca Raton, FL 33496 | |
| (c) | Citizenship: Roman DBDR Acquisition Sponsor II LLC is a limited liability company formed in Delaware. Dixon Doll, Jr. and Donald G. Basile are citizens of the United States of America. | |
| (d) | Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.: G7633M104 | |
| 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 February 7, 2025, the Reporting Persons may be deemed to beneficially own 7,666,667 of the Issuer's Class B Ordinary Shares. Roman DBDR Acquisition Sponsor II LLC is the record holder of the Class B Ordinary Shares reported herein. Dixon Doll, Jr. and Donald G. Basile are the managing members of Roman DBDR Acquisition Sponsor II LLC and hold voting and investment discretion with respect to the Class B ordinary shares held of record by Roman DBDR Acquisition Sponsor II LLC. As such, Messrs. Dixon and Basile may be deemed to have beneficial ownership of the securities held of record by Roman DBDR Acquisition Sponsor II LLC and have voting and investment discretion with respect to such securities. This Statement shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement. | |
| (b) | Percent of class: The 7,666,667 Class B Ordinary Shares of the Issuer owned by the Reporting Persons constituted 25.0% of the total number of Class A Ordinary Shares issued and outstanding and assuming the conversion of all issued and outstanding Class B Ordinary Shares of the Issuer. The Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination ("Business Combination"), or at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-282186). The percentage of the Class B Ordinary Shares held by the Reporting Persons is based on 23,000,000 Class A Ordinary Shares issued and outstanding as of February 7, 2025 and assuming the conversion of all 7,666,667 Class B Ordinary Shares. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Roman DBDR Acquisition Sponsor II LLC: 7,666,667
Dixon Doll, Jr.: 0
Donald G. Basile: 0 | ||
| (ii) Shared power to vote or to direct the
vote: Roman DBDR Acquisition Sponsor II LLC: 0
Dixon Doll, Jr.: 7,666,667
Donald G. Basile: 7,666,667 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Roman DBDR Acquisition Sponsor II LLC: 7,666,667
Dixon Doll, Jr.: 0
Donald G. Basile: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Roman DBDR Acquisition Sponsor II LLC: 0
Dixon Doll, Jr.: 7,666,667
Donald G. Basile: 7,666,667 | ||
| 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
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit 1: Joint Filing Agreement, by and among the Reporting Persons, dated February 7, 2025 |