SCHEDULE 13G: Kepos Capital LP and Mark Carhart Disclose 8.0% Passive Stake in Roman DBDR Acquisition Corp. II

Investment firm Kepos Capital LP and its managing member Mark Carhart have disclosed a passive 8.0% beneficial ownership stake in Roman DBDR Acquisition Corp. II, as detailed in a recent Schedule 13G filing.

Summary

• Kepos Capital LP and Mark Carhart have jointly filed a Schedule 13G, disclosing their beneficial ownership in Roman DBDR Acquisition Corp. II.
• The filing indicates a shared beneficial ownership of 1,591,100 Class A ordinary shares.
• This stake represents 8.0% of the total 20,000,000 Class A Ordinary Shares outstanding, as reported in the Company's Prospectus filed on December 13, 2024, and Current Report on Form 8-K filed on December 17, 2024.
• The shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of the issuer.
• The filing date is February 12, 2025, with the event date requiring filing being December 31, 2024.
• Kepos Capital LP is identified as an investment adviser (IA, PN), and Mark Carhart as an individual (HC, IN).
• Kepos Alpha Master Fund L.P., a Kepos Fund, has the right to receive dividends or proceeds from more than 5% of the Class A Ordinary Shares.

Sentiment

Score: 5

Explanation: The document is a standard regulatory filing (Schedule 13G) disclosing a passive ownership stake. It contains no information that would inherently suggest positive or negative sentiment regarding the issuer's performance or future prospects.

Positives

• A significant institutional investor, Kepos Capital LP, and its managing member, Mark Carhart, have taken an 8.0% stake, which could be seen as a vote of confidence in the issuer.
• The filing explicitly states the shares are held for ordinary course of business, indicating a passive investment rather than an activist intent to influence control.

Future Outlook

This Schedule 13G filing is a disclosure of current ownership and does not provide any forward-looking statements or guidance regarding the issuer's future outlook.

Management Comments

• The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.
• The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
• By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11.

Industry Context

Roman DBDR Acquisition Corp. II is a Special Purpose Acquisition Company (SPAC). Institutional investment by firms like Kepos Capital LP is common in SPACs, particularly after their initial public offering, as they seek opportunities for future mergers or acquisitions. This filing indicates a significant, but passive, institutional stake in the SPAC.

Stakeholder Impact

• Shareholders: Existing shareholders gain transparency regarding a significant institutional holder in the company. The presence of a large, passive institutional investor like Kepos Capital LP might be viewed positively as a sign of confidence.

Key Dates

Keywords

Roman DBDR Acquisition Corp. II, Kepos Capital LP, Mark Carhart, Schedule 13G, beneficial ownership, Class A ordinary shares, SPAC, special purpose acquisition company, institutional investment, passive stake