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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 3, 2020

 

Roman DBDR Tech Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39687   85-2749902
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

2877 Paradise Rd. #702

Las Vegas, NV 89109

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: 650-618-2524

 

Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

   Name of each exchange on which registered
         
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant   DBDRU   The Nasdaq Stock Market LLC
         
Class A Common Stock, par value $0.0001 per share   DBDR   The Nasdaq Stock Market LLC
         
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share   DBDRW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 3, 2020, the board of directors (the “Board”) of Roman DBDR Tech Acquisition Corp. (the “Company”) appointed James L. Nelson as a director of the Company. The Board determined that Mr. Nelson qualified as an independent director under rules of the Nasdaq Capital Market. Mr. Nelson was also appointed to serve as the chairman of the audit committee of the Board.

 

Mr. Nelson, 71, has served as the Chief Executive Officer of Global Net Lease, Inc., a publicly traded real estate investment trust, since July 2017 and has been a director of the company since March 2017. He has also served as a director and member of the audit committee of Caesars Entertainment Corporation, a casino-entertainment company, since March 2019. In addition, Mr. Nelson has served as a director of Herbalife Nutrition Ltd. since 2014 and was elected lead director in July 2019. Mr. Nelson was previously a director and member of the audit committee of Icahn Enterprises GP from June 2001 to March 2019.

 

There are no family relationships between Mr. Nelson and any director, executive officer, or person nominated or chosen by the Company to become an executive officer of the Company. There are no transactions between the Company and Mr. Nelson that are subject to disclosure under Item 404(a) of Regulation S-K.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

99.1Press Release, dated December 7, 2020.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ROMAN DBDR TECH ACQUISITION CORP
     
  By: /s/ Donald G. Basile
    Name:  Donald G. Basile
    Title: Chairman of the Board and Co-Chief Executive Officer
     
Dated: December 7, 2020    

        

 

 

Exhibit 99.1

 

Roman DBDR Tech Acquisition Corp. Announces the Appointment of James L. Nelson to its Board of Directors

 

Las Vegas Nevada, Dec. 7, 2020 (GLOBE NEWSWIRE) -- Roman DBDR Tech Acquisition Corp. (NASAQ: DBDR) (“Roman DBDR” or the “Company”) today announced that James L. Nelson has been appointed as an independent director of the Company’s board of directors and as chairman of its audit committee. Following the appointment of Mr. Nelson, the Company’s board of directors is comprised of six directors, including four independent directors.

 

Jim Nelson joins the Company’s experienced board of directors that includes former NVCA Chairman and longtime venture capitalist Dixon Doll, former fund manager Paul Misir, investment banker Arun Abraham, and entrepreneur Alan Clingman.

 

“We are pleased to welcome Jim Nelson to the board of directors of Roman DBDR,” said Dr. Donald Basile, chairman and co-chief executive officer of Roman DBDR. “We believe that Jim’s deep experience with complex, strategic transactions and a wide variety of business models will be invaluable to Roman DBDR.”

 

Mr. Nelson has served as the Chief Executive Officer of Global Net Lease, Inc., a publicly traded real estate investment trust, since July 2017 and has been a director of the company since March 2017. In addition, Mr. Nelson has served as a director of Herbalife Nutrition Ltd. since 2014 and was elected lead director in July 2019. He recently was a director and member of the audit committee of Caesars Entertainment Corporation, a casino-entertainment company, from March 2019 until October 2020. Mr. Nelson was previously a director and member of the audit committee of Icahn Enterprises GP from June 2001 to March 2019. Mr. Nelson previously served as CEO of Orbitex Management, a financial services company and CEO of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management firm. His previous director positions include membership on the boards of directors of American Entertainment Properties, Tropicana Entertainment, and Take Two Interactive Software.

 

About Roman DBDR Tech Acquisition Corp.

 

Roman DBDR Tech Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any stage of its corporate evolution or in any industry or sector, it intends to focus its search on companies in the technology, media and telecom (“TMT”) industries. The Company is led by its Co-Chief Executive Officers, Dr. Donald G. Basile and Dixon Doll, Jr.

 

Forward Looking Statements

 

This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for its initial public offering as filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact
Dr. Don Basile
Co-CEO and Chairman
Don.Basile@RomanDBDR.com
(650) 618-2524