SCHEDULE: Kepos Capital Reduces Roman DBDR II Stake Below 5%

Kepos Capital LP and Mark Carhart have reported a reduction in their beneficial ownership of Roman DBDR Acquisition Corp. II Class A ordinary shares to 4.3%.

Summary

• Kepos Capital LP and Mark Carhart filed an Amendment No. 1 to Schedule 13G, indicating a change in their beneficial ownership.
• They now collectively beneficially own 980,000 Class A ordinary shares of Roman DBDR Acquisition Corp. II.
• This ownership represents 4.3% of the outstanding Class A ordinary shares.
• The percentage is calculated based on 23,000,000 Class A ordinary shares outstanding as of May 21, 2025, as reported in the Company's Form 10-Q.
• The event requiring this filing, which signifies their ownership dropping below the 5% threshold, occurred on June 30, 2025.
• The shares are held in the ordinary course of business and were not acquired or held for the purpose of changing or influencing the control of the issuer.

Sentiment

Score: 4

Explanation: The filing indicates a reduction in a significant institutional investor's stake, which can be perceived as a negative signal by the market, although it is a routine disclosure.

Negatives

• Kepos Capital LP and Mark Carhart reduced their beneficial ownership in Roman DBDR Acquisition Corp. II from above 5% to 4.3%, indicating a decrease in their investment.

Risks

• The reduction in a significant institutional investor's stake could be interpreted negatively by the market, potentially signaling a lack of confidence or a shift in investment strategy.

Future Outlook

No forward-looking statements or guidance are provided in this beneficial ownership filing.

Industry Context

Roman DBDR Acquisition Corp. II is a Special Purpose Acquisition Company (SPAC). The reduction of a significant institutional stake by an entity like Kepos Capital could reflect a change in their broader investment strategy concerning SPACs or their specific assessment of this SPAC's future prospects, potentially influencing market sentiment within the SPAC sector.

Stakeholder Impact

• Shareholders are informed of a reduction in a significant institutional holding, which might influence their perception of the company's value or future prospects.

Key Dates

Recommendation

The filing indicates a reduction in a significant institutional investor's stake below the 5% threshold. While this is a notable change in ownership structure, it does not inherently signal a fundamental deterioration of the company's prospects, but rather a portfolio adjustment by the reporting entity. Investors should monitor future filings and company performance for further insights before making significant investment decisions.

Keywords

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