Roman DBDR Acquisition Corp. II (SPAC) and ThomasLloyd Climate Solutions B.V. (ThomasLloyd) have entered into a definitive business combination agreement. The transaction will result in ThomasLloyd and Roman DBDR becoming wholly-owned subsidiaries of a new holding company, TL Topco PLC, which will list on Nasdaq under the ticker symbol "TCSG". The proposed business combination values ThomasLloyd at a pre-money equity value of US$850 million. The transaction is expected to provide in excess of US$240 million in gross proceeds from a combination of funds from Roman DBDR's trust account and an anticipated PIPE (Private Investment in Public Equity) raise, before accounting for potential redemptions and transaction expenses. An earn-out provision allows for up to an additional US$450 million in PubCo Class A Ordinary Shares for sellers, based on six share price thresholds ranging from US$12.50 to US$25.00 per share, potentially increasing the pro forma equity value to US$1.5 billion. ThomasLloyd's existing shareholders will roll 100% of their equity holdings into the new public company. The combined entity will be led by ThomasLloyd's existing management team, including Michael Sieg as Founder and CEO, and Vivienne Maclachlan as CFO. B. Riley Securities, Inc. will receive a cash fee equal to 4.5% of Roman DBDR's IPO gross proceeds for advisory services, structured with a payment schedule based on gross proceeds available at closing. If the B. Riley fee is not paid in full at closing, ThomasLloyd is obligated to enter into a committed equity facility (CEF) with B. Riley or an affiliate, paying 30% of net proceeds from the CEF until the fee is settled, or the balance in cash by the 12-month anniversary of closing. B. Riley is also granted rights to serve as lead distribution agent for any at-the-market offering (2.0% commission) for 24 months and as joint lead underwriter/bookrunner for public offerings until its fee is paid in full. The transaction is expected to close in the second half of 2026, subject to shareholder and regulatory approvals. ThomasLloyd has a track record of 115 projects across 20 countries, totaling approximately 28 GW of power generation capacity, 92.4 million liters of annual liquid biofuels production capacity, and over 800 wastewater treatment systems, with US$2.8 billion in climate finance originated. ThomasLloyd's commercial pipeline includes over 40 projects in 10 countries, representing over US$1.7 billion in expected investment. ThomasLloyd reported US$(6) million EBITDA and US$(7) million operating loss for FY2024A, and projected US$(3) million EBITDA and US$(48) million operating loss for FY2025E, with a forecast of US$12 million EBITDA and US$(15) million operating loss for FY2026E, and positive EBITDA and operating profit from FY2027E onwards.