ThomasLloyd Targets AI Data Centers in $1.5B Nasdaq SPAC Deal

LONDON – February 27, 2026 – In a strategic move to address the voracious energy appetite of the artificial intelligence industry, sustainable energy provider ThomasLloyd Climate Solutions announced it will go public through a merger with Roman DBDR Acquisition Corp. II, a Nasdaq-listed special purpose acquisition company (SPAC). The deal values the combined entity at a pro forma equity value of approximately $1.5 billion and sets the stage for a significant expansion into the U.S. AI data center market.

Upon closing, which is anticipated in the second half of 2026, ThomasLloyd and Roman DBDR will become subsidiaries of a new UK-based holding company set to trade on Nasdaq under the ticker symbol "TCSG". The transaction is a clear signal of the intensifying convergence between advanced technology and the urgent need for green infrastructure, positioning ThomasLloyd to tackle one of the most critical challenges of the digital age.

The AI Energy Crunch

The rapid proliferation of AI has triggered an unprecedented surge in electricity demand. Data centers, the computational backbones of AI, are projected to double their global electricity consumption from 415 terawatt-hours (TWh) in 2024 to nearly 950 TWh by 2030. This projected demand, equivalent to the annual consumption of entire nations, is placing immense strain on aging power grids. Some forecasts suggest that by 2028, data centers could consume up to 12% of all electricity in the United States.

The strain is already palpable. In hubs like Northern Virginia, the world's largest data center market, wait times for new high-capacity connections have reportedly stretched to seven years. This energy bottleneck poses a direct threat to the continued growth of the AI sector and has created a massive market for reliable, scalable, and increasingly, sustainable power solutions.

"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,” said Michael Sieg, Founder and CEO of ThomasLloyd, in the announcement.

A Vertically Integrated Solution

ThomasLloyd, with origins dating back to 2003, is positioning its vertically integrated business model as the answer to this complex challenge. The company combines development, investment, operations, and technology into a single platform, effectively acting as a "one-stop shop" for complex energy projects. This approach, the company argues, allows it to deliver sustainable energy solutions with greater speed and efficiency than traditional, fragmented methods.

The company's specialists boast a formidable track record, having been involved in the realization and operation of approximately 28 gigawatts (GW) of power generation capacity globally. This portfolio includes renewable power, sustainable fuels, and energy efficiency solutions. This deep operational experience is a key part of its value proposition as it pivots toward the high-demand, high-stakes U.S. data center market.

Investors from Roman DBDR echoed this sentiment. “ThomasLloyd embodies the rare combination of visionary leadership, operational depth, and market timing that defines transformational investment opportunities,” said Dixon Doll, Jr., Chairman and CEO of Roman DBDR. Dr. Donald Basile, Co-Founder of Roman DBDR, added that the company's independent model “puts it in the driver’s seat as the global economy’s demands for smart energy resources and applications continue to grow at a rapid pace.”

The Financial Blueprint for Green Growth

The transaction provides ThomasLloyd with significant capital to fuel its ambitions. The deal is expected to deliver over $240 million in gross proceeds, sourced from a combination of cash held in Roman DBDR’s trust account and an anticipated PIPE (Private Investment in Public Equity) fundraising round. Further bolstering its financial arsenal, ThomasLloyd has also secured a binding term sheet for a $200 million equity line of credit from B. Riley Principal Capital II, LLC.

The business combination values ThomasLloyd at a pre-money equity value of $850 million. The deal includes a potential $450 million earnout based on share price performance, which could bring the total transaction value to $1.3 billion and the pro forma equity value of the public company to approximately $1.5 billion.

Significantly, the merger agreement does not include a minimum cash closing condition. This detail is crucial in the current SPAC market, as it removes a common hurdle where high shareholder redemptions can terminate a deal, signaling strong confidence from the deal sponsors.

“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,” stated Vivienne Macalchlan, CFO of ThomasLloyd.

Navigating the Green SPAC Landscape

This merger arrives as the SPAC market, while having cooled from its frenetic peak, continues to be a viable and strategic pathway for companies in high-growth, capital-intensive sectors like climate technology. For Roman DBDR, this is familiar territory. The sponsor's previous SPAC successfully merged with the financial technology and security firm CompoSecure in 2021, demonstrating a track record of completing complex transactions.

ThomasLloyd is entering a market opportunity that one leading consultancy quantifies at a staggering $275 trillion for the global energy transition between 2021 and 2050. The company's immediate focus will be on its robust commercial pipeline, which includes over 40 projects across 10 countries. The new capital will accelerate its expansion in North America and Asia-Pacific, targeting high-margin segments such as renewable energy, biofuels, and industrial decarbonization, with a clear emphasis on powering the next generation of AI infrastructure.