ThomasLloyd Climate Solutions, a Vertically Integrated Sustainable Energy and Technology Solutions Provider, to Enter the US AI Data Center Market and Go Public Through a Business Combination with Nasdaq-Listed Roman DBDR Acquisition Corp. II

ThomasLloyd Climate Solutions, a Vertically Integrated Sustainable Energy and Technology Solutions Provider, to Enter the US AI Data Center Market and Go Public Through a Business Combination with Nasdaq-Listed Roman DBDR Acquisition Corp. II

• ThomasLloyd Climate Solutions (“ThomasLloyd”) is a provider of sustainable energy, decarbonization and climate finance solutions to public and private sector customers globally through vertically integrated development, investment, operations, and technology offerings.
• ThomasLloyd has built an independent, global platform that generates revenue from energy sales, advisory and management fees, and applied technology solutions with a diverse customer base across governments, multinational corporations, institutions and individuals worldwide.
• Management has a proven 20-year track record of world class execution in climate infrastructure projects and climate finance, delivering 115 projects across 20 countries totaling ~28 GW of power generation capacity, 92 million liters of annual liquid biofuels production capacity, and over 800 wastewater treatment systems, among other projects, with US$2.8 billion in climate finance originated, demonstrating an ability to scale rapidly across global markets and execute across multiple verticals in sustainable energy and decarbonization.
• A robust fast-growing commercial pipeline is comprised of dozens of ready-to-execute projects in multiple countries across high-margin segments focused on the core markets of North America and Asia-Pacific.
• The scalable, purpose-built platform targets an estimated US$275 trillion market opportunity driven by unprecedented global energy demand growth, accelerating energy transition efforts, and rising national targets for energy and data sovereignty and security.
• Led by founder and CEO Michael Sieg, ThomasLloyd has a highly experienced management team combining decades of experience in energy, infrastructure, finance, and technology across a number of regions and diverse sectors.
• The Company enjoys what it believes to be a first-mover advantage in the AI and data center energy nexus with its sustainable energy solutions that can be deployed significantly faster than traditional alternatives at significantly lower capex, saving data centers 15-30% on energy costs while directly addressing the primary bottleneck of energy availability for data center expansion.
• An independent, vertically integrated platform business model, positions ThomasLloyd to play a dominant role in the rapid consolidation of the highly fragmented and capital-constrained North American and Asia Pacific energy markets through acquisition and integration of companies bringing world-class talent, IP, customer relationships, and new geographies, as well as existing assets to the Company’s already diversified offering.
• The Proposed Business Combination values ThomasLloyd at a pre-money equity value of US$850 million and is expected to provide in excess of US$240 million in gross proceeds from a combination of funds from cash held in Roman DBDR’s trust account and an anticipated PIPE raise, before accounting for potential redemptions and transaction expenses. There is no minimum cash closing condition associated with the Proposed Business Combination.
• Upon close of the proposed transaction, which is anticipated in the second half of 2026, the combined entity will be named “Thomas Lloyd Climate Solutions Holdings PLC” and is expected to list on the Nasdaq exchange under the ticker symbol “TCSG”.

LONDON–(BUSINESS WIRE)–ThomasLloyd Climate Solutions B.V. (“ThomasLloyd” or the “Company”), a vertically integrated sustainable energy and technology solutions provider, and Roman DBDR Acquisition Corp. II (NASDAQ: DRDB, DRDBW, DRDBU) (“Roman DBDR”), today announced that they have entered into a definitive business combination agreement (the “Business Combination Agreement”, and the transactions contemplated by that agreement, the “Proposed Business Combination”). Pursuant to the Business Combination Agreement, Roman DBDR and ThomasLloyd will become wholly-owned subsidiaries of a new holding company, which is to be incorporated under the laws of England and Wales and to be listed on the Nasdaq exchange under the ticker symbol “TCSG”. The new holding company will be formed to facilitate the agreed-upon transaction structure.

ThomasLloyd Overview

ThomasLloyd, which has its origins dating back to 2003, has evolved into a vertically integrated provider of sustainable energy, decarbonization and climate finance solutions to public and private sector customers globally. The Company integrates development, investment, operations, and technology into a single independent platform, positioning itself as a comprehensive partner in climate infrastructure development and decarbonization worldwide. Its activities span multiple sectors, including renewable power generation, sustainable fuels, water and waste infrastructure, energy efficiency, transmission and distribution systems, and climate finance solutions supporting public and private sector energy goals. Today, ThomasLloyd serves a diverse customer base including governments, multinational corporations, institutions and individuals in more than 50 countries.

As an industry pioneer, ThomasLloyd has built deep financial, technical, social and operational expertise, driving sustainable infrastructure projects, systems and applications from origination through long-term operations. Its specialists have been responsible for the realization and operation of approximately 28 gigawatts (GW) of conventional and renewable power generation capacity, related transmission and distribution infrastructure, sustainable fuels production, water and waste treatment systems and energy efficiency solutions across various areas including mobility and built environment. This track record demonstrates the Company’s ability to execute complex solutions in markets facing accelerating energy and sustainability demands.

ThomasLloyd’s integrated model, aligning financial structuring with development and operational execution, enables the Company to own full client relationships and deliver end-to-end solutions. This allows the Company to broaden customer engagements, improve project economics, and capture long-term value through operational performance. Its climate finance platform includes tailored capital solutions, impact investing products, and carbon procurement strategies designed to accelerate climate mitigation and adaptation at scale.

Management Commentary

Michael Sieg, Founder and CEO of ThomasLloyd, said:

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,

“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. The business combination with Roman DBDR would serve a dual purpose beyond raising capital – it 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, says

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.

”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

“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. ThomasLloyd’s ability to navigate complex, multi-jurisdictional projects while maintaining strong stakeholder relationships demonstrates the kind of institutional-quality management we believe public markets will reward.”

Dr. Donald Basile, Co-Founder of Roman DBDR, added:

This partnership embodies our conviction that the companies solving humanity’s most pressing infrastructure challenges will generate exceptional long-term value for shareholders,

“ThomasLloyd’s unique positioning as an independent ‘one stop shop’ for best-in-class sustainable infrastructure development, financing and operations 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. We are excited to support ThomasLloyd’s vision for sustainable energy abundance.”

Growth & Market Overview

ThomasLloyd has achieved first-mover advantage in the global energy transition infrastructure sector, which a leading management consultancy quantifies as a US$275 trillion market opportunity – equivalent to 7.5% of global GDP annually between 2021 and 2050. Three irreversible structural drivers are converging in the Company’s core North American and Asia-Pacific markets simultaneously: unprecedented energy demand growth from economic growth and population expansion, urbanization, and AI/data center development, energy transition for decarbonization, and national energy sovereignty and security imperatives driving demand for domestically deployable solutions. The Company’s independent, decentralized sustainable energy solutions deliver superior economics with significantly lower capex and significantly faster deployment compared to traditional grid-based fossil fuel systems.

This market position is supported by a fast-growing, robust commercial pipeline of potential investments across more than 40 projects in 10 countries. The pipeline comprises predominantly organic follow-on investments along with selected acquisitions in high-margin segments, focusing on synergistic, recurring offerings across renewable energy and hybrid solutions, biofuels, AI data centers, industrial decarbonization including heating and cooling, water scarcity solutions, and resource management. This approach serves to rationalize the fragmented, capital-constrained sustainable energy infrastructure sector to create massive opportunity for ThomasLloyd’s scaled, vertically integrated platform to capture meaningful market share with strong revenue visibility and immediate execution capability.

Transaction Overview

The Proposed Business Combination, which has been unanimously approved by the Boards of Directors of both Roman DBDR and ThomasLloyd, is expected to provide in excess of US$240 million in gross proceeds, from a combination of funds from cash held in Roman DBDR’s trust account and an anticipated PIPE raise, before accounting for potential redemptions and transaction expenses. The Proposed Business Combination does not have a minimum cash closing condition and is expected to close in the second half of 2026, subject to customary closing conditions, including approval by Roman DBDR shareholders and other regulatory approvals.

In addition, the Company has signed a binding term sheet with B. Riley Principal Capital II, LLC for a US$200 million equity line of credit to further support its growth strategy.

The Proposed Business Combination values ThomasLloyd at a pre-money equity value of US$850 million, whereby the transaction value could increase up to US$1.3 billion via a US$450 million share price-based earnout, aligning management incentives for continued Company growth and reinforcing existing shareholders’ commitment to the Company. This would imply a pro forma equity value of the new public company of approximately US$1.5 billion including the earnout and assuming US$240 million in gross proceeds from a combination of funds from cash held in Roman DBDR’s trust account and an anticipated PIPE raise.

ThomasLloyd’s existing management team will continue to lead the combined company following the completion of the Proposed Business Combination. ThomasLloyd’s existing shareholders will roll 100% of their equity holdings into the new public company. Additionally, ThomasLloyd’s management team, ThomasLloyd’s primary equity holders, Roman DBDR sponsor and certain affiliates of Roman DBDR’s sponsor have committed to customary post-closing lock-ups and will continue to be aligned with shareholder interests through the previously referenced program of share price-based earnouts.

Additional information about the Proposed Business Combination, including a copy of the business combination agreement, will be provided in a report on Form 8-K to be filed by Roman DBDR with the U.S. Securities and Exchange Commission (“SEC”) and available at www.sec.gov.

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ThomasLloyd Climate Solutions, a Vertically Integrated Sustainable Energy and Technology Solutions Provider, to Enter the US AI Data Center Market and Go Public Through a Business Combination with Nasdaq-Listed Roman DBDR Acquisition Corp. II, source