Roman DBDR Acquisition Corp. II entered into a Business Combination Agreement dated February 27, 2026, with ThomasLloyd Climate Solutions B.V. valuing ThomasLloyd at a pre-money equity value of $850 million, expected to close in Q3 2026, creating TL Topco PLC listed on Nasdaq. The transaction includes a merger of Roman into a subsidiary of PubCo followed by a share exchange, with up to $450 million in earn-out consideration based on share price targets over five years.
Key takeaways
Business Combination Agreement signed February 27, 2026, between Roman DBDR (Cayman Islands SPAC), ThomasLloyd Climate Solutions B.V. (Netherlands), TL Topco PLC (England/Wales PubCo), and ThomasLloyd Climate Solutions Merger Sub.
Transaction structure: Roman merges into Merger Sub (PubCo wholly-owned subsidiary), surviving as PubCo subsidiary; PubCo acquires all ThomasLloyd shares via share exchange.
Equity value: $850 million pre-money for ThomasLloyd; Roman Ordinary Shares convert 1:1 to PubCo Class A Ordinary Shares; Roman Warrants become PubCo Warrants.
Earn-out: Up to 45 million PubCo Class A Ordinary Shares issuable to ThomasLloyd sellers if PubCo Class A share price exceeds thresholds ($12.50 to $25.00) for 20 consecutive trading days during 5-year period post-Closing.
Expected Closing: Q3 2026, subject to shareholder approvals, Nasdaq listing, Registration Statement effectiveness, no Material Adverse Effect, and customary conditions.
Related agreements: Sponsor Support Agreement, Registration Rights Agreement, Lock-Up Agreement, Amended Business Combination Marketing Agreement with B. Riley (4.5% fee on gross proceeds), Committed Equity Facility term sheet ($200M with B. Riley).