View:
United States securities and exchange commission logo
September 30, 2020
Donald G. Basile
Co-Chief Executive Officer
Roman DBDR Tech Acquisition Corp.
345 Lorton Avenue, Suite 400
Burlingame, California 94010
Re: Roman DBDR Tech
Acquisition Corp.
Draft Registration
Statement on Form S-1
Submitted September
4, 2020
CIK No. 0001823144
Dear Dr. Basile:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 submitted on September 4, 2020
Summary
Business Strategy, page 6
1. You disclose that your
management team has assisted in pioneering distinct markets, and
has also invested seed
capital and were the initial management team for FusionIO
and Violin Memory. You
further disclose that FusionIO shares were offered to the public
on the New York Stock
Exchange in 2011 before the company was acquired by San Disk;
and that Violin Memory
shares were offered to the public on the New York Stock
Exchange in 2013 and
the company was later acquired by the Soros Fund in late 2016. For
balanced disclosure,
please revise to also disclose the recent developments of FusionIO
and Violin Memory as
public companies from their initial public offering until their
Donald G. Basile
Roman DBDR Tech Acquisition Corp.
September 30, 2020
Page 2
acquisitions. For example, it appears that Violin Memory filed for
Chapter 11 protection
in 2016 and was bought by the Soros Fund in a bankruptcy auction.
Our amended and restated certificate of incorporation will require..., page 51
2. You disclose that the federal district courts of the United States of
America shall be the
exclusive forum for the resolution of any complaint asserting a cause of
action arising
under the Securities Act. Please disclose in this risk factor and under
similar disclosure on
page 108 that there is uncertainty as to whether a court would enforce
such provision, and
that investors cannot waive compliance with the federal securities laws
and the rules and
regulations thereunder. In that regard, we note that Section 22 of the
Securities Act creates
concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
duty or liability created by the Securities Act or the rules and
regulations thereunder.
You may contact Wei Lu at (202) 551-3725 or Ethan Horowitz, Accounting
Branch
Chief, at (202) 551-3311 if you have questions regarding comments on the
financial statements
and related matters. Please contact Kevin Dougherty at (202) 551-3271 or Loan
Lauren Nguyen,
Legal Branch Chief, at (202) 551- 3642 with any other questions.
Sincerely,
FirstName LastNameDonald G. Basile
Division of
Corporation Finance
Comapany NameRoman DBDR Tech Acquisition Corp.
Office of Energy &
Transportation
September 30, 2020 Page 2
cc: Joshua Englard
FirstName LastName