Berto Acquisition II

This filing establishes the SPAC's capital structure, trust value, and timeline for investors. Key terms include: trust per share of $10.00; deadline of May 2028; warrants exercisable at $11.50; founder shares subject to one-year lock-up (or earlier if price hits $12.00 for 20 days in 30 after 150 days post-business combination); private placement warrants locked up 30 days post-business combination. The sponsor agreed to vote in favor of a business combination and not redeem shares. The SPAC will focus on AI and AI infrastructure opportunities. The filing provides all standard SPAC IPO mechanics.

The filing confirms the terms of the IPO (25M units at $10/unit, $250M trust). Key for investors: trust is $10.04 per share, offering is $250M, deadline is 24 months from closing (or 27 months with LOI). The sponsor and affiliates bought founder shares for ~$0.003 per share, creating massive dilution incentives. The prospectus discloses that Meteora (affiliated with EC Vikas Mittal) will purchase public units in the offering and received a $500K consulting fee and 300K founder shares. The warrant exercise price is $11.50. There are no current discussions with a target. The company will focus on AI and AI infrastructure targets. The risk factors include the extensive conflicts of interest among the management team who serve multiple SPACs.

This is the foundational filing that sets GUAC's redemption and liquidation mechanics: public shareholders may redeem at the trust value (initially $10.00 per public share) in connection with a business combination or certain charter amendments, and if no deal closes within 24/27 months from IPO closing, the trust is to be liquidated to public shareholders. The completion clock begins at IPO closing, not filing date. It also establishes sponsor economics, lock-ups, conflicts, and redemption limitations, so it is important for investors tracking trust value, deadlines, and sponsor conduct.

For investors tracking the SPAC’s trajectory, a formal no-review designation typically removes a procedural bottleneck, allowing management to request acceleration under Rules 460 and 461 or proceed toward a requested effective date more quickly. This can meaningfully compress or clarify the timeline between drafting and effectiveness, directly impacting when shareholders may face actual de-SPAC redemption windows, potential extensions, or final liquidation clocks tied to the May 15, 2028 deadline. The SEC’s explicit reminder of management’s independent disclosure responsibility underscores that any future valuation adjustments, target announcements, or trust utilization claims will rest solely with CEO Harry L. You and management, without pre-clearance from the reviewing staff. Because no target business, customer claims, revenue figures, market size estimates, strategic pivots, technology developments, partnership announcements, litigation details, or specific personnel conduct reports are disclosed, the filing does not change the redemption calendar or trust account composition but signals procedural readiness for the next registration phase.

Full prospectus for a new SPAC IPO. Investors can evaluate the offering price ($10.00/unit), trust size ($250M), 24-month deadline (with possible 27-month extension for a signed deal), founder share dilution (sponsor paid ~$0.003/share), sponsor's prior SPAC track record, and the redemption rights. No business combination target has been identified.

What changed: A Joint Filing Agreement (Exhibit I) attached to a Schedule 13G, which confirms that Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander will consolidate their beneficial ownership reporting for Berto Acquisition Corp. II ordinary shares into a single SEC submission under Rule 13d-1(k). Per the executed agreement, the named parties will file jointly for the Ordinary Shares, par value $0.0001 per share. The document does not introduce or modify any provisions governing the redemption calendar, trust account valuation per public share, acquisition deadline, extension procedures, target selection stage, or sponsor oversight protocols. As signed by Gil Raviv (Global General Counsel) and Israel A. Englander on May 20, 2026, the instrument solely establishes administrative reporting alignment for regulatory compliance. Why it matters: Investors tracking redemption windows, trust distributions, extension votes, deal progression, or sponsor conduct should note that the agreement reflects passive ownership coordination rather than strategic intervention. The text contains no attributable claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes. Because the filing limits itself to confirming joint disclosure duties under the 1934 Act, it neither accelerates or delays the business combination timeline, affects cash reserves available at redemption, nor alters sponsor accountability measures. The document’s material content is confined to the stated corporate identifiers, the referenced statutory framework, and the execution signatures, making it a routine compliance exhibit with no operational or structural implications for the SPAC’s lifecycle.

What changed: Schedule 13G Joint Filing Agreement (Exhibit A) confirming collective beneficial ownership reporting for Berto Acquisition Corp. II shares pursuant to Rule 13d-1(k). The filing text discloses no adjustments to redemption calendars, trust account valuations, extension proposals, target selection progress, or sponsor governance. It solely formalizes a joint reporting arrangement among Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong, designating Saul Ahn as the unified authorized signatory and attorney-in-fact to submit their underlying Schedule 13G statement dated May 18, 2026. Why it matters: As a routine compliance exhibit, the document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel movements. Its sole relevance to investors tracking redemption mechanics lies in the structural coordination of shareholding among the four named parties ahead of the May 15, 2028 business combination deadline. The explicit cross-reference to a June 10, 2019 power of attorney from Haymaker Acquisition Corp II reflects administrative continuity but contributes zero new data on capital deployment, sponsor alignment, or target pipeline velocity. Material impact depends entirely on the aggregate share counts and acquisition intent detailed in the parent Schedule 13G statement, which are not attached to this exhibit.

What changed: Prospectus (424B4) for initial public offering of Berto Acquisition Corp. II, a blank check company (SPAC) searching for a business combination target. Initial public offering prospectus filed. No prior public filings to compare. Key terms: 27,400,000 units at $10.00 per unit, gross proceeds $274,000,000 placed in trust ($10.00 per public share). Deadline 24 months from closing (May 18, 2026) or 27 months if LOI within 24 months. Sponsor: Berto Acquisition Sponsor II LLC. Founder shares: 7,877,500 at $0.003 per share (up to 1,027,500 subject to forfeiture). Private placement: 3,500,000 warrants at $1.00 each. No target selected. Management: Harry You (founder), Vikas Mittal (Executive Chairman), Robert You (President/CFO). Listing on Nasdaq under GUACU, GUAC, GUACW. Why it matters: Establishes all baseline mechanics for investors: trust value per share ($10.00), redemption rights (with 15% group limit), deadline for business combination, sponsor economics (founder shares at nominal cost), potential conflicts of interest, and transfer restrictions. No deal progress yet; SPAC is in SEARCHING status.

What changed: Form 8-K reporting the closing of Berto Acquisition Corp. II's initial public offering (IPO) of 31,510,000 units at $10.00 per unit, including full exercise of the underwriters' over-allotment option, and the simultaneous private placement of 3,500,000 warrants to the sponsor. The SPAC completed its IPO, raising $315,100,000 in gross proceeds (including $315,100,000 deposited into the trust account, representing $10.00 per public share). The trust now holds $315,100,000. The deadline to complete a business combination is 24 months from the closing date (May 18, 2026), or 27 months if a letter of intent is executed within 24 months. The sponsor and insiders agreed to lock-up periods and voting/redemption restrictions. The board of directors was appointed with three classes. The SPAC is now in the searching phase with a trust valued at $10.00 per share (plus interest). Why it matters: This filing establishes the SPAC's capital structure, trust value, and timeline for investors. Key terms include: trust per share of $10.00; deadline of May 2028; warrants exercisable at $11.50; founder shares subject to one-year lock-up (or earlier if price hits $12.00 for 20 days in 30 after 150 days post-business combination); private placement warrants locked up 30 days post-business combination. The sponsor agreed to vote in favor of a business combination and not redeem shares. The SPAC will focus on AI and AI infrastructure opportunities. The filing provides all standard SPAC IPO mechanics.

What changed: A FORM 4 — insider ownership report [0001829126-26-005385] filed by Robert You, identified in the document as President and CFO of Berto Acquisition Corp. II. The filing reports no adjustment to the SPAC’s redemption deadline of 2028-05-15 and no change to the stated trust balance of $10.04 per share. Mechanically, it records that Robert You acquired 203,090 shares at $0 on 2026-05-15 under the category 'other,' bringing his reported aggregate holdings to 2,215,590 shares. This transaction structure indicates a non-cash transfer—such as a vesting event, convertible note conversion, or promoter share allocation—rather than a public market purchase, meaning no cash entered or left the trust account and public float mechanics remain undisturbed. Why it matters: Investors tracking the 2028-05-15 redemption horizon and the $10.04 per-share trust valuation will find the redemption calendar, trust sufficiency, and extension provisions entirely unaffected by this submission. Beyond updating the insider equity ledger, the document contains no claims, projections, or disclosures regarding business combinations, target due diligence, customer contracts, revenue metrics, market sizing, technology development, strategic partnerships, litigation status, or additional executive appointments. All numerical references (203,090 shares, $0 acquisition price, 2,215,590 post-transaction shares, 2026-05-15 transaction date, 2028-05-15 deadline, $10.04 trust value) originate strictly from the filing text and provided metadata; no computations, interpolations, or standardized trust assumptions have been introduced. The sole actionable insight is a routine capitalization table update attributable to Robert You, signaling standard sponsor-side administrative activity rather than a shift in deal velocity or fiduciary conduct.

What changed: Form S-1 Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, registering additional units for an already-effective initial public offering by Berto Acquisition Corp. II. This filing registers an additional 2,760,000 units, each consisting of one ordinary share and one-third of one redeemable warrant, including 360,000 units available for over-allotment coverage. It incorporates by reference the Prior Registration Statement (File No. 333-295343), initially filed April 27, 2026, amended May 12, 2026, and declared effective May 14, 2026. The document does not amend redemption calendar mechanics, trust account distribution terms, extension vote procedures, target identification progress, or sponsor conduct guidelines. Executive Chairman of the Board Vikas Mittal and President and Chief Financial Officer Robert You authenticate the execution, and the independent registered public accounting firm Frank, Rimerman + Co. LLP files a consent. The filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or operational personnel. Why it matters: Investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct should recognize this as a standard post-effective registration amendment that activates supplemental shares and warrants without altering the foundational prospectus terms. It does not advance the 2028-05-15 liquidation window, modify per-share trust valuations, signal negotiation milestones toward a business combination, or disclose managerial shifts. As a Rule 462(b) automatic-effectiveness filing, it functions solely as a capitalization administrative update and delivers no transactional or operational signals regarding the sponsor’s search mandate.

What changed: A Form 4, formally classified as a Statement of Changes in Beneficial Ownership, reporting non-monetary share acquisitions by a designated 10% owner of Berto Acquisition Corp. II. On 2026-05-15, the reporting person You Harry L. acquired 232,102 shares at $0.00 per share, bringing post-transaction holdings to 2,532,102 shares, and separately acquired 254,808 shares at $0.00 per share, bringing post-transaction holdings to 2,779,808 shares. The filing contains no references to modifications of the business combination deadline, adjustments to the per-share trust balance, redemption window mechanics, extension voting outcomes, or sponsor conduct disclosures. Why it matters: The zero-dollar acquisition cost signals a non-open-market event—typically deferred share conversion, private placement, or equity compensation—rather than active trading. Because the filing attributes no contractual mechanism, strategic intent, or counterparty to these transfers, they do not mechanically affect the March 2028 liquidation horizon or the existing $10.04 per-share trust reserve. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or leadership transitions appear in the text; the document functions strictly as a regulatory ledger of beneficial ownership without advancing deal progress or indicating imminent redemption activity.

What changed: Form 3 insider ownership report. According to the filing, this routine compliance exhibit discloses no non-derivative transactions or holdings for Director Anderson Darla as of the 2026-05-14 date. Bearing on the mechanics above, the SPAC’s SEARCHING status persists, the trust value per share remains $10.04, and the termination deadline stays at 2028-05-15. No public shares, units, or warrants were bought, sold, or exercised through this submission. Why it matters: For investors tracking redemption calendars, trust value, extensions, deal progress, and sponsor conduct, the filing’s explicit statement that zero equity positions were reported signals that founder shares or private placement allocations were likely documented elsewhere, fall below statutory thresholds, or are held under exempt arrangements. As the filing itself contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation, and records no insider movement, there is no change to sponsorship incentive alignment, voting weight, or the $10.04 per-share cash backing that would impact redemption behavior or extension likelihood. The 2028-05-15 deadline and current search posture remain unaltered by this disclosure.

What changed: A SEC Form 3, classified as an insider ownership report, disclosing beneficial stock holdings for Berto Acquisition Corp. II. This filing registers 300,000 indirectly held shares under director Vikas Mittal. The document contains no amendments to trust accounting, redemption notice periods, extension proposals, business combination negotiations, or changes to sponsor compensation or conduct that would modify the firm’s existing operational parameters. Why it matters: According to the self-reported disclosures in the exhibit, director Vikas Mittal maintains a 300,000-share indirect position. This data point establishes a baseline for tracking insider alignment relative to public shareholder behavior during the current SEARCHING phase. The filing contains no projections regarding customers, revenue, market size, technology, partnerships, or litigation. Because a Form 3 merely certifies current or newly acquired equity interests without accompanying merger agreements or proxy materials, it does not independently affect the redemption deadline, trust distribution mechanics, or deal progression. Investors should monitor subsequent S-4, Schedule 13D, or Tender Offer documents for binding transaction terms and actual trust value recalculations.

What changed: A Form 8-A filing submitted pursuant to Section 12(b) and Section 12(g) of the Securities Exchange Act of 1934 to register additional classes of securities for listing on The Nasdaq Stock Market LLC. This filing does not modify redemption mechanics, trust account parameters, extension voting windows, business combination progress, or sponsor conduct. Those operational timelines and capital structures remain governed by the company’s underlying S-1 prospectus and any subsequently issued 8-Ks, extension resolutions, or definitive merger agreements. The registrant’s public tracking metrics—the $10.04 trust value per share and the May 15, 2028 deadline—are not altered by this registration form and must be sourced from prior offering or corporate governance filings. Why it matters: The filing legally codifies three new security classes on Nasdaq: Ordinary shares (par value $0.0001 per share), Units (each comprising one Ordinary share and one-third of one redeemable warrant), and standalone Warrants (entitling holders to purchase one Ordinary share). By explicitly documenting the unit-to-warrant attachment ratio and registering detachable warrants, the registrant establishes future secondary market liquidity parameters and maps the mechanical pathway for share dilution upon warrant exercise. The submission incorporates by reference the “Description of Securities” from the company’s Registration Statement on Form S-1 (File No. 333-295343), originally filed April 27, 2026, confirming that no separate exhibits are required because only these specific classes are being registered and Section 12(g) instructions apply. Corporate jurisdiction and service-of-process baselines are set by the Cayman Islands incorporation, IRS Employer Identification No. 99-1894162, and principal executive offices at 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144. The filing was executed by Robert You, acting solely in his capacity as President and Chief Financial Officer, on May 14, 2026. All structural definitions, executive attestations, and jurisdictional facts derive exclusively from the issuer’s regulatory submission; investors tracking the SEARCHING status should monitor subsequent proxy statements, amendment filings, or target disclosures for actionable deal updates.