425: ThomasLloyd Climate Solutions to Go Public via Roman DBDR SPAC

ThomasLloyd Climate Solutions, a sustainable energy and technology provider, will enter the U.S. AI data center market and go public through a business combination with Nasdaq-listed Roman DBDR Acquisition Corp. II.

Summary

• ThomasLloyd Climate Solutions (ThomasLloyd) will combine with Roman DBDR Acquisition Corp. II (Roman DBDR) in a business combination, forming a new public holding company, TL Topco PLC, which will list on Nasdaq under the ticker TCSG.
• The transaction values ThomasLloyd at a pre-money equity value of US$850 million.
• The business combination is expected to provide over US$240 million in gross proceeds from Roman DBDR's trust account and an anticipated PIPE raise, before redemptions and transaction expenses.
• There is no minimum cash closing condition for the proposed business combination.
• ThomasLloyd's existing shareholders will roll 100% of their equity holdings into the new public company.
• An earn-out provision allows for up to 45,000,000 additional PubCo Class A Ordinary Shares to be issued to sellers if specific share price thresholds ($12.50, $15.50, $17.50, $20.00, $22.50, $25.00) are met within five years post-closing, potentially increasing the transaction value by US$450 million.
• The combined entity's pro forma equity value could reach approximately US$1.5 billion, including the earn-out and assuming US$240 million in gross proceeds.
• ThomasLloyd has a 20-year track record, having delivered 115 projects across 20 countries, totaling approximately 28 GW of power generation capacity, 92 million liters of annual liquid biofuels production capacity, and over 800 wastewater treatment systems, with US$2.8 billion in climate finance originated.
• The company projects a 35% CAGR growth in revenue from 2024-2028, driven by organic growth in energy generation under Power Supply Agreements and recurring management/administration fees.
• Forecasted revenue is US$44 million in FY24A, US$38 million in FY25E, US$74 million in FY26E, US$156 million in FY27E, and US$196 million in FY28E.
• Forecasted EBITDA (excluding unrealized exchange movements) is $(6) million in FY24A, $(3) million in FY25E, US$12 million in FY26E, US$71 million in FY27E, and US$92 million in FY28E.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development, reflecting a strategic move to public markets for a company operating in a high-growth, critical sector. The strong management track record, significant market opportunity, and structured capital raises indicate a solid foundation for future growth, despite the inherent risks of a SPAC transaction and reliance on future financing.

Positives

• ThomasLloyd has a proven 20-year track record in climate infrastructure projects and climate finance, having delivered 115 projects across 20 countries.
• The company has originated US$2.8 billion in climate finance and has a diverse customer base globally.
• ThomasLloyd is positioned for a significant market opportunity in the global energy transition, estimated at US$275 trillion between 2021 and 2050.
• The company claims a first-mover advantage in the AI and data center energy nexus, offering sustainable energy solutions that can be deployed faster and at lower capital expenditure, potentially saving data centers 15-30% on energy costs.
• A robust and fast-growing commercial pipeline includes over 40 ready-to-execute projects in 10 countries, representing over US$1.7 billion in expected investment.
• The transaction includes an earn-out of up to US$450 million in PubCo Class A Ordinary Shares, aligning management incentives with shareholder value creation.
• ThomasLloyd's existing management team will continue to lead the combined company, and existing shareholders will roll 100% of their equity.
• The company projects strong revenue growth (35% CAGR 2024-2028) and a significant increase in EBITDA, indicating operational leverage and expanding generation capacity.
• The SPAC's management team has a demonstrated ability to structure and close business combinations, with a prior successful de-SPAC transaction (CompoSecure, Inc.) that generated significant investor returns.

Negatives

• ThomasLloyd has historically incurred significant losses, with negative EBITDA in FY24A and FY25E.
• The company's financial projections assume US$30-50 million in financing raised prior to January 31, 2026, and a minimum of US$50 million from Roman's trust account, which are subject to market conditions and redemptions.
• The Fee payable to B. Riley Securities is 4.5% of the gross IPO proceeds, with a complex payment structure that includes a committed equity facility if not paid in full at closing, potentially leading to future dilution.

Risks

• Changes in domestic and foreign business, market, financial, political, and legal conditions could adversely affect the combined company.
• Inability of the parties to successfully or timely consummate the Business Combination, including risks related to regulatory approvals, delays, or unanticipated conditions (e.g., SEC statements/enforcements on SPACs).
• Failure to realize the anticipated benefits of the Business Combination and other related transactions.
• ThomasLloyd's ability to raise capital, implement its strategy, and identify suitable sustainable investment opportunities.
• Political developments, laws, and regulations in areas where ThomasLloyd operates.
• Increased competition in the industries where ThomasLloyd operates.
• Supply of natural resources necessary for ThomasLloyd's operations.
• Reliance on third-party supplier and service providers.
• The effects of climate change, extreme weather events, and seismic events.
• Fluctuations in currency markets.
• No assurance of an active trading market for the ordinary shares of the post-closing public company (TopCo).
• The market price of the Ordinary Shares may be volatile, and investors could lose all or part of their investment.
• If securities or industry analysts do not publish research or reports, or publish adverse or misleading reports, the share price and trading volume could decline.
• Operating results may fluctuate significantly, making future operating results difficult to predict and potentially causing results to fall below expectations.
• Principal shareholders own a significant percentage of Ordinary Shares and can exert significant control over matters subject to shareholder approval.
• Future sales, or the perception of future sales, by the company or its shareholders in the public market could cause the market price for securities to decline.
• Raising additional capital may cause dilution to existing shareholders, restrict operations, or require relinquishing rights to technologies.
• Increased costs as a result of operating as a public company, with management devoting substantial time to compliance initiatives.
• Material weaknesses in internal controls or failure to maintain an effective system of internal controls could adversely affect financial reporting and investor confidence.
• Disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
• SPAC shareholders can redeem some or all of the funds held in trust, and significant redemptions could materially impact the cash position and runway.
• Incorrect estimates or assumptions by management in connection with financial statement preparation could adversely affect reported assets, liabilities, or expenses.
• SPAC's status as an emerging growth company may make its securities less attractive to investors.
• No assurance that sufficient capital will be raised in the private placement to consummate the Business Combination.
• SPAC shareholders will experience immediate dilution from the issuance of securities as consideration in the Business Combination and private placement.
• The consummation of the Business Combination is subject to regulatory approvals, third-party consents, and shareholder approvals.
• Significant transaction and transition costs will be incurred.
• SPAC will not have any right after closing to make damages claims against ThomasLloyd or its shareholders for breaches of representations, warranties, or covenants.
• SPAC's sponsor, officers, and directors have potential conflicts of interest.
• If the Business Combination's benefits do not meet expectations, the market price of securities may decline.
• No assurance that the combined company's securities will be approved for listing on Nasdaq or comply with listing standards.
• Potential legal proceedings could delay or prevent completion.
• If SPAC cannot complete a business combination by December 16, 2026 (or extended date), it will liquidate, potentially reducing per-share liquidation price.
• The ability to successfully effect the Business Combination and operate thereafter depends on key personnel, whose loss could negatively impact results.
• SPAC's sponsor, directors, officers, advisors, and affiliates may receive a positive return even if public shareholders experience a negative return.
• SPAC's warrants will become exercisable for Ordinary Shares, increasing shares eligible for future resale and resulting in dilution; warrants may expire worthless or be amended adversely.

Future Outlook

The combined company, Thomas Lloyd Climate Solutions Holdings PLC, anticipates significant growth driven by unprecedented global energy demand, accelerating energy transition efforts, and rising national targets for energy and data sovereignty and security. The company expects to achieve a 35% CAGR in revenue from 2024-2028, reaching US$196 million by FY28E, and projects a substantial increase in EBITDA to US$92 million by FY28E. This growth is expected to be fueled by organic expansion of energy generation under long-term Power Supply Agreements, continued growth in recurring management and administration fees, and strategic investments in new biomass plants and technology-led projects. The company aims to secure a focused share of the US$275 trillion global energy transition market opportunity by targeting high-growth regions like North America and Asia-Pacific, with a particular focus on sustainable energy solutions for AI and data centers.

Management Comments

• Michael Sieg, Founder and CEO of ThomasLloyd, stated, "We're witnessing a fundamental transformation in how the world thinks about energy infrastructure and resources – what started as climate concerns has evolved into an urgent economic and national security imperative, particularly as AI and data centers reshape energy demand patterns."
• Sieg also noted, "Our independent, vertically integrated platform, combining deep technical expertise with financial innovation and operational excellence, allows us to solve complex energy and decarbonization challenges that traditional players simply can't address at scale and with appropriate speed."
• Sieg further commented that the business combination "accelerates our North American expansion and we believe establishes ThomasLloyd as the partner of choice for enterprises and governments seeking reliable, sustainable energy and technology solutions that can be delivered with exceptional speed and scale."
• Vivienne Macalchlan, CFO of ThomasLloyd, remarked, "Our strategic partnership with Roman DBDR and listing on Nasdaq would represent a pivotal step in ThomasLloyd's journey, providing us with a robust platform from which we can take advantage of significant global market opportunities."
• Macalchlan added, "Our successes, evolution and learnings over the last few years have allowed us to develop a well thought-through customer centric energy and decarbonization offering. With Roman DBDR as our partner, our team has a unique opportunity to drive, grow and optimize market share, revenue and margin in a more pronounced manner than before."
• Dixon Doll, Jr., Chairman and CEO of Roman DBDR, said, "ThomasLloyd embodies the rare combination of visionary leadership, operational depth, and market timing that defines transformational investment opportunities."
• Doll, Jr. also stated, "Michael and his team have built something truly unique: a platform that doesn't just participate in the energy transition but actually drives it through innovative solutions and superior execution."
• Dr. Donald Basile, Co-Founder of Roman DBDR, commented, "ThomasLloyd's unique positioning as an independent one stop shop for best-in-class sustainable infrastructure development, financing and operations puts it in the drivers seat as the global economy's demands for smart energy resources and applications continue to grow at a rapid pace. We are excited to support ThomasLloyd's vision for sustainable energy abundance."

Industry Context

StockSavvy.ai notes that this business combination positions ThomasLloyd Climate Solutions to capitalize on the rapidly expanding global energy transition market, which is further accelerated by the immense energy demands of AI and data centers. The company's vertically integrated model and focus on sustainable energy solutions directly address critical bottlenecks in data center expansion, offering a competitive advantage over traditional energy providers. The estimated US$275 trillion market opportunity highlights the significant tailwinds for companies in this sector, driven by economic growth, urbanization, and national security imperatives. The strategy to consolidate fragmented North American and Asia-Pacific energy markets through acquisitions and organic growth aligns with broader industry trends of seeking scale and efficiency in sustainable infrastructure.

Comparison to Industry Standards

• ThomasLloyd's track record of delivering 115 projects across 20 countries, totaling approximately 28 GW of power generation capacity, demonstrates significant scale and execution capability in the climate infrastructure sector, comparable to established global players in renewable energy development.
• The company's claim of first-mover advantage in the AI and data center energy nexus, offering solutions that can be deployed significantly faster and at 15-30% lower capex than traditional alternatives, positions it favorably against conventional energy providers struggling to meet the rapid, low-cost, and sustainable energy demands of this emerging sector.
• The projected 35% CAGR revenue growth from 2024-2028 for ThomasLloyd significantly outpaces the average growth rates of many mature utility or traditional energy companies, aligning more with high-growth technology or specialized renewable energy developers.
• The SPAC's prior successful business combination with CompoSecure Holdings, Inc. (now GPGI, Inc., NYSE: GPGI), which generated 3.5x return on common stock and 7.1x return on public warrants since de-SPAC close, suggests a management team with a proven ability to create shareholder value in public markets, a key differentiator for SPACs.

Management Changes

Corporate Governance

Related Party Transactions

• Unsecured and unguaranteed non-current debt of US$149.7 million (Dec 2024) and US$182.4 million (Sept 2025) from a related party fund managed by ThomasLloyd, repayable no earlier than December 31, 2026.
• The Sponsor Support Agreement outlines commitments from Roman DBDR Acquisition Sponsor II LLC, including voting in favor of the business combination, not redeeming shares, and waiving anti-dilution protections.
• The Registration Rights Agreement involves PubCo, Roman DBDR, the Sponsor, and certain shareholders of Roman DBDR and ThomasLloyd, granting them certain registration rights for their securities.
• The Lock-Up Agreement imposes transfer restrictions on Lock-Up Securities held by the Sponsor and ThomasLloyd shareholders for 180 days post-closing, with certain exceptions.
• The Amended and Restated Business Combination Marketing Agreement details fees payable to B. Riley Securities, Inc. for advisory, marketing, and capital markets services, including a complex payment structure and future engagement rights.

Stakeholder Impact

• **Shareholders (Roman DBDR)**: Will exchange their shares for PubCo Class A Ordinary Shares and warrants. Public shareholders have redemption rights. They face potential dilution from the PIPE, convertible notes, and warrant exercises. The earn-out mechanism could provide additional value if share price targets are met.
• **Shareholders (ThomasLloyd)**: Will roll 100% of their equity into PubCo, receiving PubCo Class A and Class B Ordinary Shares. They are eligible for earn-out shares and are subject to lock-up agreements, aligning their long-term interests with the combined company's performance.
• **Employees**: ThomasLloyd's existing management team will continue to lead. New equity incentive and employee share purchase plans are being adopted, potentially benefiting employees through equity participation.
• **Customers**: ThomasLloyd's integrated decarbonization solutions aim to help customers control costs, manage emissions, mitigate risks, and increase operational efficiencies, particularly in the high-demand AI/data center sector.
• **Suppliers/Partners**: The company's growth strategy, including potential acquisitions and pipeline projects, could create new opportunities for suppliers and partners, especially in North America and Asia-Pacific.
• **Creditors**: The company's existing unsecured and unguaranteed loans from a related party fund are noted, and new financing (PIPE, convertible notes, CEF) will impact the capital structure and potential future debt obligations.

Next Steps

• PubCo, Roman DBDR, and ThomasLloyd intend to file a registration statement on Form F-4 with the SEC, including preliminary and definitive proxy statements.
• Roman DBDR will mail a definitive proxy statement/prospectus to its shareholders for voting on the Business Combination.
• Roman DBDR shareholders will vote on the Business Combination Proposal, Merger Proposal, Director Election Proposal, and Equity Plan Proposals.
• ThomasLloyd will provide audited financial statements (PCAOB) and management's discussion and analysis by April 15, 2026.
• ThomasLloyd will provide unaudited interim financial statements by the end of each calendar quarter during the interim period.
• PubCo will adopt a new equity incentive plan (up to 10% of fully-diluted shares with 3% annual evergreen increase) and an employee share purchase plan (2% of fully-diluted shares with 1% annual evergreen increase) prior to the F-4 Effective Date.
• PubCo will file an effective registration statement on Form S-8 for the equity incentive plan and ESPP shares within 10 business days after filing current Form 10 information.
• PubCo, the Company, and Roman DBDR will use reasonable best efforts to cause PubCo's initial listing application with Nasdaq to be approved and PubCo Shares to be approved for listing.
• ThomasLloyd will cooperate with an independent engineering firm to provide a progress report on its three biomass power plants in the Philippines prior to closing.
• ThomasLloyd will provide recommendations to Roman DBDR within 20 business days of receiving the progress report, including enhancements to plant operations.
• ThomasLloyd will exercise commercially reasonable efforts to correct record ownership of Company Intellectual Property.
• If the Business Combination is not consummated by December 16, 2026, Roman DBDR may seek a shareholder-approved extension to December 16, 2027, with ThomasLloyd committing to pay associated expenses.

Key Dates

Keywords

Sustainable Energy, Decarbonization, Climate Finance, AI Data Centers, SPAC, Business Combination, Renewable Power Generation, Biofuels, Wastewater Treatment, Nasdaq Listing, PIPE Financing, Equity Line of Credit, Environmental Solutions, Infrastructure Development, Energy Transition