DRDB 8-K
Roman DBDR Acquisition Corp. II (DRDB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Change of Director
On May 11, 2026, Michael Woods resigned as a director of Roman DBDR Acquisition Corp. II (the “Company”), effective immediately. On May 11, 2026, the Company’s Board of Directors (the “Board”) appointed Hunter C. Gary to serve as an independent director and a member of the Compensation Committee of the Board, effective immediately.
Mr. Gary, 52, served as Senior Managing Director of Icahn Enterprises L.P. (Nasdaq: IEP), a diversified holding company, from November 2010 until July 2024. At IEP, Mr. Gary was responsible for monitoring portfolio company operations, implementing operational value enhancement and leading operational activities in areas including technology, merger integration, supply chain, organization transformation, real estate, business process outsourcing, SG&A reduction, risk management and human resources. Mr. Gary also served as President and Chief Executive Officer of Cadus Corporation (OTC: KDUS), a company engaged in the acquisition of real estate for renovation or construction and resale, from March 2014 until June 2018. Mr. Gary was employed by Icahn Associates Corporation, an affiliate of IEP, from June 2003 until October 2010, where he held various positions, including most recently serving as the Chief Operating Officer of Icahn Sourcing LLC, a group purchasing organization. Mr. Gary also served in a public governmental capacity from 2004 until 2008 as an elected City Council member and Vice Mayor of Indian Creek Village in Florida. From 1997 to 2002, Mr. Gary was employed by Kaufhof Warenhaus AG, a former subsidiary of the Metro Group, where he served as a Managing Director, spearheading retail innovation.
Mr. Gary was previously a director of numerous public and private companies, including: American Electric Power Company, Inc. (Nasdaq: AEP), an electric utility company, from February 2024 until April 2026; VIVUS LLC, a pharmaceutical company, from December 2020 until July 2024; Conduent Inc. (Nasdaq: CDNT), a business process outsourcing company, from August 2020 until June 2024; CVR Energy, Inc. (NYSE: CVI), an independent petroleum refiner and marketer of high value transportation fuels, from September 2018 until March 2024 where he served as chairman of the compensation committee; Herc Holdings Inc. (NYSE: HRI), an equipment rental company, from May 2022 until March 2023; American Railcar Industries, Inc. (Nasdaq: ARII), a railcar manufacturing company, from January 2008 until June 2015; Federal-Modul Holdings Corp (Nasdaq: FDML), a supplier of automotive powertrain and safety components, from October 2012 until February 2016; PepBoys (NYSE: PBY), an automotive aftermarket chain, from July 2016 to July 2024; Herbalife Nutrition Ltd. (NYSE: HLF), a nutrition company, from April 2014 until January 2021; Tropicana Entertainment Inc. (OTC: TPCA), a company primarily engaged in owning and operating casinos and resorts, from March 2010 until October 2018; XO Holdings (Nasdaq: XOXO), a provider of telecom services, from September 2011 until January 2018; Voltari Corporation (Nasdaq: VLTC), a company engaged in acquiring, financing and leasing commercial real properties, from October 2007 until September 2015; and Viskase Companies Inc. (OTC: VKSC), a meat casing company from August 2012 until June 2015.
Mr. Gary received his Bachelor of Science degree with senior honors from Georgetown University as well as a certificate of executive development from Columbia Graduate School of Business. The Company believes that Mr. Gary is well qualified to serve on the Board due to his extensive experience in operations and oversight matters for a variety of companies and services on the boards of numerous public companies.
In connection with Mr. Gary’s appointment, he will receive for his services as a director an indirect interest in the founder shares through membership interests in the Company’s sponsor.
Change of Chief Technology Officer
On May 14, 2026, Dr. Donald G. Basile resigned as the Chief Technology Officer of the Company, effective immediately. The Board appointed Al Basseri as the new Chief Technology Officer, effective as of May 14, 2026.
Mr. Basseri has served as an executive at eGain (Nasdaq: EGAN) in Silicon Valley, an AI knowledge provider, since January 2026. Prior to that, he was Chief Technology Officer at Ferret, an AI-powered relationship intelligence platform, from July 2023 to January 2026, where he led the development of a generative AI platform focused on delivering real-time, unbiased intelligence. He also served as Chief Technology Officer of FortressSecure, a decentralized security platform, where he concentrated on decentralized AI cybersecurity solutions for multi-cloud storage environments, from August 2018 to June 2023. Throughout his career, Mr. Basseri has held executive and senior leadership roles at several prominent technology companies, including Fusion-io, which completed its initial public offering in 2011, and Violin Memory, an IT services and consulting company which went public in 2013. Additional leadership roles include Chief Executive Officer of Scalytics, an enterprise streaming products and consulting company, from June 2020 to November 2021, and Senior Vice President of Field Engineering at DBM Cloud Systems, a data management platform company, from March 2017 to August 2020, where he contributed to innovative cloud resource management solutions. Mr. Basseri has also held senior positions at Tegile Systems, Western Digital, ASI Corp, Nenonode and Supergate, building deep expertise across storage infrastructure, enterprise systems and business development. He is a seasoned technology executive with more than 25 years of leadership experience spanning AI infrastructure, data centers, cybersecurity, cloud computing and fintech. He specializes in designing and scaling high-performance, cloud-native and hybrid infrastructure environments that support modern AI workloads, including GPU-intensive and real-time data platforms. His experience supporting high-growth companies through scale and public market transitions has made him a trusted advisor to executive teams and investors on technology strategy, AI infrastructure and data center investments.
Mr. Basseri has led the development of secure, AI-driven platforms and digital ecosystems for both global enterprises and emerging technology companies. His expertise spans infrastructure architecture, cybersecurity, identity and payments, and trust-based systems, with a strong emphasis on scalability, compliance and operational efficiency. Mr. Basseri holds a Bachelor of Science degree in Computer Science from San Jose State University and pursued graduate studies in Computer Science and Business at the University of California, Santa Cruz.
There are no family relationships between Mr. Gary, Mr. Basseri and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Gary or Mr. Basseri that are reportable pursuant to Item 404(a) of Regulation S-K. Except as described above, there are no arrangements or understandings between Mr. Gary, Mr. Basseri, and any other person pursuant to which Mr. Gary was selected as a director, or Mr. Basseri was elected as a Chief Technology Officer, of the Company.
On May 15, 2026, the Company issued a press release announcing Mr. Gary’s appointment to the Board and Mr. Basseri’s new position as Chief Technology Officer. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release, dated May 15, 2026 |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
SIGNATURE
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.
| Dated: May 15, 2026 | ||
| Roman DBDR Acquisition Corp. II | ||
| By: | /s/ Dixon Doll, Jr. | |
| Name: | Dixon Doll, Jr. | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Roman DBDR Acquisition Corp. II Appoints Hunter Gary to Board of Directors and Al Basseri as Chief Technology Officer, Ahead of Proposed Business Combination with ThomasLloyd Climate Solutions
NEW YORK, NY, May 15, 2026 – Roman DBDR Acquisition Corp. II (“Roman DBDR” or the “Company”) (Nasdaq: DRDB) today announced the appointment of Hunter Gary to its Board of Directors (the “Board“) and Al Basseri as Chief Technology Officer, as the Company continues preparations to complete its previously announced business combination with ThomasLloyd Climate Solutions B.V. (“ThomasLloyd”), a vertically integrated sustainable energy and technology solutions provider (the “Proposed Business Combination”).
“We are thrilled to welcome Hunter to the Board of Directors and Al as our Chief Technology Officer as we prepare to complete our business combination with ThomasLloyd,” said Dixon Doll, Jr., Chairman and CEO of Roman DBDR. “Hunter’s exceptional experience overseeing operations across multiple industries, combined with his deep expertise in driving operational excellence and proven leadership in corporate governance, make him an invaluable addition to our Board. Al’s extensive experience in AI infrastructure, data center architecture, and technology innovation will be instrumental in supporting our strategic technology initiatives and driving operational excellence as we move forward with our proposed business combination. Together, they bring the leadership and expertise necessary to support our continued growth and success.”
Hunter Gary Appointed to Board of Directors
Hunter Gary brings extensive operational leadership and corporate governance experience across diverse industries, including automotive, energy, government, hospitality, manufacturing, metals, pharmaceutical, real estate, and technology to the Board of Roman DBDR. He most recently served as Senior Managing Director of Icahn Enterprises L.P. (Nasdaq: IEP), a diversified holding company, from November 2010 until July 2024. At IEP, Mr. Gary was responsible for monitoring portfolio company operations, implementing operational value enhancement, and leading activities in areas including technology, merger integration, supply chain, organization transformation, real estate, business process outsourcing, SG&A reduction, risk management, and human resources. Mr. Gary has served as President and Chief Executive Officer of Cadus Corporation (Nasdaq: KDUS) from March 2014 until June 2018. He was also employed by Icahn Associates Corporation from June 2003 to October 2010, where he held various positions, including most recently serving as Chief Operating Officer of Icahn Sourcing LLC, a group purchasing organization. Mr. Gary also served in a public governmental capacity from 2004 until 2008 as an elected City Council Member and Vice Mayor of Indian Creek Village in Florida. From 1997 to 2002, Mr. Gary was employed by Kaufhof Warenhaus AG, a former subsidiary of the Metro Group, where he served as a Managing Director, spearheading retail innovation.
Mr. Gary has served on more than 25 public and private company boards across multiple sectors, including as a director of American Electric Power Company, Inc. (Nasdaq: AEP); American Railcar Industries, Inc. (Nasdaq: ARII); Conduent Inc. (Nasdaq: CDNT); CVR Energy, Inc. (NYSE: CVI); Federal-Mogul Holdings Corporation (Nasdaq: FDML); Herbalife Nutrition Ltd. (NYSE: HLF); Herc Holdings Inc. (Nasdaq: HRI); PepBoys (NYSE: PBY); Tropicana Entertainment (OTC: TPCA); Viskase (OTC: VKSC); Voltari Corporation (Nasdaq: VLTC); and XO Communications (Nasdaq: XOXO). Mr. Gary received his Bachelor of Science degree with senior honors from Georgetown University as well as a certificate of executive development from Columbia Graduate School of Business.
Al Basseri Appointed as Chief Technology Officer
Al Basseri is a seasoned technology executive with more than 25 years of leadership experience spanning AI infrastructure, data centers, cybersecurity, cloud computing, and fintech. He specializes in designing and scaling high-performance, cloud-native, and hybrid infrastructure environments that support modern AI workloads, including GPU-intensive and real-time data platforms.
Mr. Basseri currently serves as an executive at eGain in Silicon Valley. Previously, he was Chief Technology Officer at Ferret, where he led development of a generative AI platform focused on delivering real-time, unbiased intelligence. He also served as CTO of FortressSecure, concentrating on decentralized AI cybersecurity solutions for multi-cloud storage environments.
Throughout his career, Mr. Basseri has held executive and senior leadership roles at several prominent technology companies, including Fusion-io, which completed its IPO in 2011, and Violin Memory, which went public in 2013. His experience supporting high-growth companies through scale and public market transitions has made him a trusted advisor to executive teams and investors on technology strategy, AI infrastructure, and data center investments.
Additional leadership roles include CEO of Scalytics and Senior Vice President of Field Engineering at DBM Cloud Systems, where he contributed to innovative cloud resource management solutions. He has also held senior positions at Tegile Systems, Western Digital, ASI Corp, Neonode, and Supergate, building deep expertise across storage infrastructure, enterprise systems, and business development.
Mr. Basseri has led the development of secure, AI-driven platforms and digital ecosystems for both global enterprises and emerging technology companies. His expertise spans infrastructure architecture, cybersecurity, identity and payments, and trust-based systems, with a strong emphasis on scalability, compliance, and operational efficiency. Mr. Basseri holds a Bachelor of Science degree in Computer Science from San Jose State University and pursued graduate studies in Computer Science and Business at University of California, Santa Cruz.
“As global power demand is surging, it’s an exciting time to join Roman DBDR,” said Mr. Basseri. “The convergence of sustainable energy and advanced technology infrastructure presents significant opportunities for innovation and impact. I look forward to leveraging my experience in AI, data center infrastructure, and scalable technology platforms to support Roman DBDR’s strategic objectives and contribute to the success of the ThomasLloyd business combination.”
About ThomasLloyd Climate Solutions
Founded in 2003, ThomasLloyd is a vertically integrated sustainable energy and technology solutions provider, integrating development, investment, operations, and technology on a single energy and decarbonization platform. The company operates across renewable power generation capacity, related transmission and distribution infrastructure, sustainable fuels production, water and waste treatment systems, energy efficiency solutions for the mobility and buildings sectors, and climate finance, serving governments, corporations, and institutional and private investors worldwide. The ThomasLloyd team has collectively structured, managed and operated 115 projects across more than 20 countries, representing approximately 28 gigawatts of power generation capacity across conventional and renewable energy and related infrastructure, leveraging deep financial, technical, social and operational expertise to generate long-term value while advancing the global energy transition. Visit https://www.thomas-lloyd.com.
About Roman DBDR Acquisition Corp. II
Roman DBDR Acquisition Corp. II (Nasdaq: DRDB) is a publicly traded special purpose acquisition company focused on identifying and partnering with high-growth companies. Founded by seasoned investors with more than 20 years of shared experience operating and investing in both private and public companies across multiple industries, Roman DBDR brings deep operational insight, strategic capital, and a powerful network to emerging businesses seeking to scale and succeed in public markets. The firm’s mission is to combine with innovative companies to accelerate growth, disrupt incumbents, and generate significant long-term value.
The group’s prior SPAC, Roman DBDR Tech Acquisition Corp. went public in November 2020, raising US$236 million, and completed its merger with CompoSecure Holdings, Inc. (“CompoSecure”) in December 2021. The merger included a US$175 million fully committed exchangeable notes and common stock PIPE financing led by funds and accounts managed by BlackRock and Highbridge Capital Management. In January 2026, CompoSecure completed its merger with Husky Technologies Limited and rebranded to GPGI, Inc. (NYSE: GPGI).
Additional Information about the Proposed Business Combination and Where to Find It
The Proposed Business Combination will be submitted to shareholders of Roman DBDR for their consideration. The parties to the definitive business combination agreement (the “Business Combination Agreement”) intend to file a registration statement on Form F-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which will include preliminary and definitive proxy statements (the “Proxy Statement”) to be distributed to Roman DBDR’s shareholders in connection with Roman DBDR’s solicitations of proxies from Roman DBDR’s shareholders with respect to the Proposed Business Combination and other matters to be described in the Registration Statement / Proxy Statement, as well as the prospectus relating to the offer of the securities to be issued to the shareholders of ThomasLloyd in connection with the completion of the Proposed Business Combination. After the Registration Statement / Proxy Statement has been filed and declared effective by the SEC, Roman DBDR will mail a definitive proxy statement/prospectus and other relevant documents relating to the Proposed Business Combination and other matters to be described in the Registration Statement / Proxy Statement to Roman DBDR’s shareholders as of a record date to be established for voting on the Proposed Business Combination. Before making any voting or investment decision, Roman DBDR’s shareholders, ThomasLloyd’s shareholders, and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC by Roman DBDR in connection with the Proposed Business Combination and other matters to be described in the Registration Statement / Proxy Statement, when they become available because they will contain important information about Roman DBDR, ThomasLloyd and the Proposed Business Combination. Shareholders will also be able to obtain free copies of the preliminary Registration Statement / Proxy Statement, the definitive Registration Statement / Proxy Statement and other documents filed by Roman DBDR with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a written request to Roman DBDR Acquisition Corp. II, 3300 S. Dixie Highway, Suite 179, West Palm Beach, FL 33405.
Forward-Looking Statements
This press release includes forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding expectations relating to the Proposed Business Combination and other related transactions, including regarding the ThomasLloyd platform. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Roman DBDR’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of Roman DBDR. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Business Combination and other related transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcements or other actions relating to special purpose acquisition companies) that could adversely affect the combined company or the expected benefits of the Proposed Business Combination and other related transactions; failure to realize the anticipated benefits of the Proposed Business Combination and other related transactions; risks related to ThomasLloyd, including but not limited to (i) its ability to raise capital, implement strategy and identify suitable sustainable investment opportunities, (ii) political developments, laws and regulations in areas where ThomasLloyd operates, (iii) increased competition in the industries where ThomasLloyd operates, (iv) supply of natural resources necessary for ThomasLloyd’s operations, (v) reliance on third-party supplier and service providers, (vi) the effects of climate change, extreme weather events, and seismic events, and (vii) fluctuations in currency markets. Additional risks related to Roman DBDR include those factors discussed in documents Roman DBDR has filed or will file with the SEC and also set forth in the section entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in Roman DBDR’s Annual Report on Form 10-K for the year ended December 31, 2025, and in those documents that Roman DBDR has filed, or will file, with the SEC.
If any of these risks materialize or Roman DBDR’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Roman DBDR does not presently know or that Roman DBDR currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Roman DBDR’s expectations, plans, or forecasts of future events and views as of the date of this press release and are qualified in their entirety by reference to the cautionary statements herein. Roman DBDR anticipates that subsequent events and developments will cause Roman DBDR’s assessments to change. These forward-looking statements should not be relied upon as representing Roman DBDR’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither Roman DBDR nor any of its affiliates undertake any obligation to update these forward-looking statements, except as required by law.
Participants in the Solicitation
Roman DBDR, ThomasLloyd, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from Roman DBDR’s shareholders with respect to the Proposed Business Combination and the other matters set forth in the Registration Statement / Proxy Statement. Information regarding Roman’s directors and executive officers, and a description of their interests in Roman DBDR is contained in Roman DBDR’s Annual Report on Form 10-K, which was filed with the SEC and is available free of charge at the SEC’s website located at www.sec.gov, or by directing a request to Roman DBDR Acquisition Corp. II, 3300 S. Dixie Highway, Suite 179, West Palm Beach, FL 33405. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests, will be contained in the Registration Statement / Proxy Statement relating to the Proposed Business Combination when it becomes available. Shareholders, potential investors and other interested persons should read the Registration Statement / Proxy Statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
This press release is not a substitute for the registration statement or for any other document that TL Topco PLC, Roman DBDR and ThomasLloyd may file with the SEC in connection with the Proposed Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by Roman DBDR, without charge, at the SEC’s website located at www.sec.gov.
No Offer or Solicitation
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Proposed Business Combination or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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