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VIA EDGAR

October 18, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estte & Construction

100 F Street, NE

Washington, D.C. 20549

 Attention: Pam Howell

  Kibum Park

    Re:
    Roman DBDR Acquisition Corp. II

    Registration Statement on Form S-1

    Filed September 17, 2024

    File No. 333-282186

Dear
Ms. Howell and Mr. Park:

Roman
DBDR Acquisition Corp. II (the “Company”) hereby transmits its response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on October 11,
2024, relating to the Registration Statement on Form S-1, filed by the Company with the Commission on September 17, 2024.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s response. Disclosure
changes have been made in Amendment No. 1 to the Registration Statement (the “Amendment”), which is being filed
contemporaneously with the submission of this response letter.

Registration Statement on Form S-1 filed September 17,
2024

Cover page

 1. We note your disclosure that nine "non-managing sponsor investors" have expressed an interest
to purchase non-managing sponsor membership interests and "up to approximately 56.9% of the units in this offering." Please
disclose whether there is a cap on the amount that each investor may purchase. Please also file any agreement or form of any agreements
with the non-managing sponsor investors as exhibits.

In response to the Staff’s comment,
we have revised the disclosure to state that there is no cap on the amount that each non-managing investor may purchase on the prospectus
cover page, and pages 30, 85, and 207 of the Amendment.

We respectfully acknowledge the Staff’s
request to file any agreements with the non-managing sponsor investors as exhibits. We respectfully decline to do so, for the reasons
set forth below.

There can be no assurance that any non-managing
sponsor investor will acquire any units in this offering, nor will any potential purchase in the public offering be a condition to any
agreements with the sponsor to be entered into by the non-managing sponsor investors. Additionally, the number of units ultimately allocated
to each non-managing sponsor investor will be subject to the discretion of the underwriters for this offering.

In addition, unlike similar arrangements
of some other blank check companies, none of our non-managing sponsor investors will have voting rights, management rights or governance
vetoes with respect to the sponsor. Further, negotiations between our sponsor and each non-managing sponsor investor will be handled separately,
and no arrangements will be made with any non-managing sponsor investor with respect to the voting of any public securities acquired,
if any. Finally, none of the non-managing sponsor investors will be under any obligation to hold any units or public shares following
the closing of this offering (and there will be no contractual consequences to any such investor if it does not continue to own such securities
at any time, including at the time of the vote to approve an initial business combination, or at the consummation of an initial business
combination).

As a result, there is no assurance that
any of the non-managing sponsor investors will even be an investor at the time our shareholders vote on an initial business combination,
and we cannot predict how the non-managing sponsor investors will vote in connection with an initial business combination (or if they
will vote at all).

Thus, we do not believe that any such
agreements will be material when finalized. Additionally, we note that we will not be party to any such agreements and will have no obligations
to any non-managing sponsor investor (or any other member of the sponsor) pursuant to any such agreement. Finally, we believe that filing
such agreements as exhibits to the Registration Statement may have the unintended effect of misleading investors as to our post-offering
ownership and our ability to complete an initial business combination.

If the facts and circumstances on which
we base our responses herein change (based on the actual agreements ultimately entered into between the sponsor and any non-managing sponsor
investors), we will at that time reassess the materiality of any disclosures required by applicable law or regulation and will make any
such required disclosures or filings in an amendment to the Registration Statement.

 2. Please revise to disclose whether the compensation and securities issuances, including the private
warrants and the warrants that may be issued for the repayment of loans may result in a material dilution of the purchasers' equity interests.
See Item 1602(a)(3) of Regulation S-K.

In response to the Staff’s comment,
we have revised the disclosure on the prospectus cover page, and pages 6 and 118 of the Amendment.

Summary, page 1

 3. Please include in the table on page 5 the shares that may be issued pursuant to the anti-dilution provision of the founder shares. Please
also revise the disclosure outside the table the extent to which the private placement warrants and the warrants that may be issuable
to repay working capital loans may result in a material dilution of the purchasers' equity interests. See Item 1602(b)(6) of Regulation
S-K.

In response to the Staff’s comment, we have revised
the disclosure on page 5 of the Amendment.

 4. We note your disclosure on page 6 that if you raise additional funds through equity or convertible debt issuances, your public
shareholders may suffer substantial dilution. We further note your disclosure on page 64 regarding possible PIPE transactions in
connection with your initial business combination. Please revise your summary section to disclose any plans to seek additional financings
and how the terms of additional financings may impact unaffiliated security holders. See Item 1602(b)(5) of Regulation S-K.

In response to the Staff’s comment, we have revised
the disclosure on pages 5, 6, 16, 117, and 118 of the Amendment.

 5. Please reconcile the disclosure on page 25 and elsewhere in the prospectus that "a portion of the purchase price of the private
placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing
of this offering $200,000,000 (or $230,000,000 if the underwriters exercise their over-allotment option in full) will be held in
the trust account" with the prospectus cover page that "$201.0 million, or $231.15 million if the underwriters’ overallotment
option is exercised in full ($10.05 per unit in either case), will be placed into a U.S.-based trust account."

In response to the Staff’s comment, we have revised
the disclosure on pages 27 of the Amendment.

Initial Business Combination, page 12

 6. Please state the basis for your disclosure on pages 14, 40 and elsewhere that the fiduciary duties or contractual obligations
of your officers or directors will not materially affect your ability to complete your initial business combination.

In response to the Staff’s comment, we have revised
the disclosure on pages 15, 42, 43, 81, 82, 126, 127, 128, and 159 of the Amendment.

Ability to extend time to complete business combination, page 27

 7. We note that you may seek shareholder approval to amend your amended and restated memorandum and articles of association to extend
the date by which you must consummate your initial business combination. Please revise to disclose any limitations on extensions, including the number of times.
See Item 1602(b)(4) of Regulation S-K.

In response to the Staff’s comment, we have revised
the disclosure on page 29 of the Amendment.

Limited Payments to Insiders, page 39

 8. Please reconcile the disclosure in this section, which refers to potential payments of consulting, success or finder fees to your
independent directors, advisors, or their respective affiliates in connection with the consummation of our initial business combination,
with the disclosure elsewhere including on page 43 which indicates you may pay your sponsor or a member of your management
team a finder’s fee, advisory fee, consulting fee or success fee.

In response to the Staff’s comment, we have revised
the disclosure on pages 41, 42, 118, 154, 170 and elsewhere as applicable, of the Amendment.

Summary Financial Data, page 44

 9. Please provide footnotes to explain the purpose of the "As Adjusted" column and how you determined each of the amounts
in this column.

In response to the Staff’s comment, we have revised
the disclosure on page 46 of the Amendment to include footnotes regarding the “As Adjusted” column and amounts.

Risk Factors, page 47

 10. We note the disclosure on page 8 that "in order to facilitate our initial business combination or for any other reason determined by our
sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private placement warrants
or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions,
or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities." Please
add risk factor disclosure regarding any risk that the sponsor may remove itself as Sponsor from the company before identifying a business
combination, including through the unconditional ability to transfer the founder shares or otherwise.

In response to the Staff’s comment, we have revised
the disclosure on page 80 of the Amendment.

We may issue our shares to investors in connection with our initial
business combination . . . , page 64

 11. We note your disclosure that potential PIPE transactions are meant to enable you to provide sufficient liquidity and capital to
the post-business combination entity. Clearly disclose their impact to you and investors, including that the arrangements result
in costs particular to the de-SPAC process that would not be anticipated in a traditional IPO. If true, disclose that the agreements
are intended to ensure a return on investment to the investor in return for funds facilitating the sponsor’s completion of the
business combination or providing sufficient liquidity.

In response to the Staff’s comment, we have revised
the disclosure on page 66 of the Amendment.

Dilution, page 101

 12. We refer you to your tabular presentation of dilution here and on the outside cover page. Please clarify the following and or revise
your disclosure within your next amendment.

 · We note your net tangible book value (NTBV) before the offering of $(35,975) but your working capital deficit on page 44
is presented as $(60,975). Tell us how you considered the subscription receivable presented as a deduction from stockholders’
equity in your determination of NTBV.

 · Tell us how you considered the business combination marketing fee of 4.5% of gross proceeds payable to your underwriter,
B. Riley stated on page 202 in your determination of the numerator.

In response to the Staff’s first bullet point relating
to the NTBV before the offering of $35,975, we respectfully advise the Staff that the amount reflected in the pro forma tables accounts
for the receipt of the $25,000 subscription receivable related to the issuance of the founder shares. However, the working capital deficit
of $60,975 referenced on page 46 is derived from the actual financial statements as of the reporting date, August 16, 2024.
As the Company has not yet received the $25,000, this amount is recorded as a subscription receivable in the financial statements and,
therefore, excluded from the working capital calculation. The Company has included a footnote to the NTBV amount in the dilution tables
to inform readers that such amount assumes the receipt of payment for the founder shares.

In response to the Staff’s second bullet point relating
to the business combination marketing fee payable to the representative of our underwriters, B. Riley, we respectfully advise the Staff
that we have evaluated our agreement with B. Riley, particularly with regard to the business combination marketing fee, and have determined
that, in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations, it would not be appropriate to
recognize the success fee of 4.5% of gross proceeds as a liability until the acquisition date.

Additionally, in some situations, an acquirer or an acquiree
may agree to make a payment to a third party (e.g., adviser, investment banker) that is contingent on the closing of the transaction.
Such a payment may be called a success fee. Because there is no obligation to pay the fee until the business combination closes, we generally
believe that by analogy to the guidance in ASC 805-20-55-51, it would not be appropriate for either the acquirer or the acquiree to recognize
the success fee as a liability until the acquisition date. ASC 805-20-55-51, which addresses a liability that will be triggered by a business
combination for contractual termination benefits and curtailment losses under employee benefit plans, states that the liability “shall
not be recognized when it is probable that the business combination will be consummated; rather it shall be recognized when the business
combination is consummated.”

Separately, we have added a footnote to the dilution tables
on page 106  of the Amendment to disclose that the business combination marketing fee is not included as it is contingent on the closing
of the business combination.

 13. Please revise the disclosure outside of the table to describe each material potential source of future dilution following the registered
offering by the special purpose acquisition company, including sources not included in the table with respect to the determination
of net tangible book value per share, as adjusted. Your revisions should address, but not be limited to, shares that may be issued in
connection with the closing of your initial business combination, additional financing in connection with the closing of your initial
business combination, and up to $1,500,000 of working capital loans that may be convertible into private placement warrants. See Item
1602(c) of Regulation S-K.

In response to the Staff’s comment, we have added footnote number 5 on page 106 of the Amendment to include the revised disclosure.

Capitalization, page 103

 14. Please address the following related to your capitalization table:

 · Explain why the business combination marketing fee payable to your underwriter, B. Riley is not included

 · Provide an explanation for the increase in Additional paid-in capital to the As Adjusted amount of $989,433

 · Tell us how the As Adjusted Accumulated deficit was not impacted by the offering and remains at $(22,305)

In your next amendment, please ensure amounts disclosed
are consistent throughout the filing and revised disclosures include enough clarity for an investor to understand how amounts are derived.
To the extent certain components are excluded from the overall calculation, such amounts should be highlighted and accompanied by explanations
for why such exclusions are made.

In response to the Staff’s first bullet point relating
to the business combination marketing fee payable to the representative of our underwriters, B. Riley, we respectfully advise the Staff
to refer to our above responses to comment 12.

In response to the Staff’s second bullet point relating
to the increase in Additional paid-in capital to the As Adjusted amount of $989,433, we respectfully advise the Staff that the increase
and the related amount pertain to the various journal entries that will impact the additional paid-in capital account as of the closing
date of the initial public offering (the “IPO”). These entries include the proceed