SPAC Taps Governance Veteran for Major Green Energy Merger

NEW YORK, NY – April 28, 2026 – Roman DBDR Acquisition Corp. II (Nasdaq: DRDB), a special purpose acquisition company, has fortified its leadership by appointing corporate governance and finance veteran Randolph C. Read to its Board of Directors. The move comes as the company advances toward a landmark business combination with ThomasLloyd Climate Solutions B.V., a global sustainable energy provider.

Read’s appointment, replacing Jim Nevels, is a strategic maneuver designed to inject deep transactional and oversight experience into the SPAC as it navigates the final stages of the complex merger. This high-stakes deal aims to bring ThomasLloyd to the public market, creating a new entity focused on accelerating the global energy transition.

A Strategic Boardroom Addition

Randolph C. Read brings more than four decades of executive leadership and board-level experience spanning the energy, finance, and real estate sectors. His career is marked by a consistent track record of guiding public companies through intricate strategic transformations, including mergers and large-scale asset liquidations. This background makes him a pivotal addition as Roman DBDR prepares to merge its operations with ThomasLloyd.

Currently, Mr. Read serves on the boards of multiple public companies, including as an independent director at SandRidge Energy, Inc. (NYSE), where he chairs the Audit and Compensation Committees, as well as Virtuix Holdings, Inc. (Nasdaq) and Viskase Holdings, Inc. (OTCQB). His past roles are particularly notable; as Chairman of New York REIT, Inc., he oversaw the successful liquidation of a multi-billion-dollar portfolio of assets, and as Chairman of Enzon Pharmaceuticals, Inc., he led the company through its merger with Viskase Companies, Inc. This hands-on experience in high-consequence corporate events is seen as invaluable for the upcoming de-SPAC transaction.

“We are thrilled to welcome Randolph to the Board of Directors as we continue preparations to complete our business combination with ThomasLloyd,” said Dixon Doll, Jr., Chairman and CEO of Roman DBDR. “Randolph's exceptional track record as a board member and executive across diverse industries, combined with his deep financial expertise and proven leadership in corporate governance, makes him an invaluable addition to our team. Looking ahead to our proposed business combination, Randolph's experience guiding public companies through complex transactions and strategic transformations will be instrumental to our continued growth and success.”

Navigating the Path to a Public Climate Tech Giant

The proposed merger is set to combine Roman DBDR with ThomasLloyd in a transaction that values the sustainable energy firm at a pre-money equity value of $850 million. The deal includes a potential $450 million share price-based earnout, which could push the combined entity’s valuation significantly higher if certain stock price targets are met post-merger. Upon closing, expected in the second half of 2026, the new company will be named Thomas Lloyd Climate Solutions Holdings PLC and is anticipated to trade on the Nasdaq under the ticker symbol “TCSG.”

The transaction occurs as the SPAC market is finding its footing after a period of intense volatility. Following a boom in 2020-2021, the market cooled significantly before showing signs of a cautious rebound in 2024 and 2025. This new era is defined by increased regulatory scrutiny, particularly after the U.S. Securities and Exchange Commission (SEC) adopted new rules in January 2024 to enhance disclosure and align SPACs more closely with traditional IPOs. In this more mature market, investor confidence hinges on strong governance and experienced leadership—qualities that Read’s appointment directly addresses.

Roman DBDR’s management team has a proven history of execution. Its prior SPAC successfully merged with CompoSecure Holdings, Inc. in 2021, a deal that included a substantial $175 million PIPE financing. This track record provides a foundation of credibility as the firm undertakes its next major venture.

ThomasLloyd's Ambition to Power the Future

At the heart of the merger is ThomasLloyd, a vertically integrated sustainable energy and technology provider with a 20-year history of deploying climate solutions worldwide. The company’s model combines development, investment, operations, and technology on a single platform, allowing it to manage complex projects from conception to completion. To date, the ThomasLloyd team has managed 115 infrastructure projects across more than 20 countries, representing approximately 28 gigawatts of power generation capacity and originating $2.8 billion in climate finance.

The merger is not just a financial transaction but a strategic expansion for ThomasLloyd, which plans to leverage its new public platform to penetrate the booming U.S. market. A key target is the rapidly growing AI and data center sector, whose immense energy demands present both a challenge for the grid and an opportunity for innovative energy providers. ThomasLloyd claims its solutions can reduce energy costs for these power-hungry facilities by 15% to 30%.

“Roman DBDR’s proposed combination with ThomasLloyd represents a unique opportunity to participate in addressing one of the most critical challenges of our time – the global energy transition,” Mr. Read stated. “ThomasLloyd's vertically integrated platform, combining development, investment, operations, and technology, positions it to deliver innovative sustainable energy solutions at rapid scale and speed. I look forward to working with the Roman DBDR board and the entire ThomasLloyd team to support the strategic vision and create long-term value for all stakeholders.”

The Road Ahead: Regulatory Hurdles and Market Opportunity

Before the combination can be finalized, it must clear several hurdles, including securing regulatory and shareholder approval. The companies intend to file a registration statement on Form F-4 with the SEC, which will provide detailed financial information and terms of the deal for shareholder consideration. With Read now on the board, the company is better positioned to navigate this rigorous process.

The timing of the merger aligns with explosive growth in the climate technology sector. Market analysts project the global climate tech market to expand from approximately $40 billion in 2026 to nearly $100 billion by 2030, driven by net-zero commitments and the urgent need for climate risk mitigation. Renewable electricity generation is set to double by the end of the decade, with solar and wind power leading the charge. By bringing a seasoned, vertically integrated player like ThomasLloyd to the public markets, Roman DBDR is positioning its investors to capitalize on one of the most significant economic transformations of the 21st century. The appointment of Randolph Read is a clear signal that the company is building a leadership team capable of meeting that opportunity head-on.