GUAC SEC filings, in plain English
Everything Berto Acquisition II has filed with the SEC that we hold — 27 filings, newest first, 25 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: A Joint Filing Agreement (Exhibit 99.1) appended to a Schedule 13G beneficial ownership report, executed on August 14, 2026, by Berto Acquisition Sponsor II LLC, Harry L. You, and Robert You to authorize consolidated disclosure filings under Section 13 of the Securities Exchange Act of 1934 for securities of Berto Acquisition Corp. II, a Cayman Islands exempted company. The filing establishes a standing joint reporting arrangement among the sponsor and two named principals, assigning each signatory independent responsibility for the completeness and accuracy of their own submitted information while expressly excluding liability for the other parties’ data unless a signatory knows or has reason to believe it is inaccurate. The agreement remains enforceable until any party revokes it via signed written notice. It discloses no modifications to the redemption period, trust distribution mechanics, proposed acquisition target, special meeting timeline, or extension provisions. The company’s operational posture remains unaltered. Why it matters: Investors tracking sponsor conduct and regulatory disclosure patterns should recognize that consolidated 13G reporting centralizes ownership visibility, reducing the risk of fragmented filings that could obscure true block concentrations or trigger overlapping amendment cycles. Because the signing parties retain unilateral revocation rights, future splits in filing behavior could shift how insider activity is publicly tracked, though those reporting adjustments carry no legal weight over public shareholder redemption elections or trust valuation accounting. The exhibit contains no commercial assertions, customer metrics, revenue estimates, market sizing, technology roadmaps, partnership commitments, litigation disclosures, or executive appointments attributable to counsel, management, or the sponsor.
What changed: Quarterly Report (Form 10-Q) for the period ended June 30, 2026, filed by Berto Acquisition Corp. II, a blank-check company that completed its IPO on May 18, 2026. This is the first 10-Q since the IPO. The trust holds $316.4 million ($10.04 per share on 31,510,000 public shares). Net income was $1.1 million for the quarter ($1.3 million trust interest less $0.3 million G&A). Cash outside trust is $1.1 million. Deferred underwriting commissions of $12.3 million are recorded. Post-period, on July 31, 2026, CFO Robert You resigned and Executive Chairman Vikas Mittal was appointed Interim CFO. Why it matters: Confirms trust value at $10.04/share as of June 30. Documents the CFO resignation and succession to Executive Chairman, which concentrates executive power. The SPAC has until May 18, 2028 (extendable to Aug 18, 2028 with a signed deal) to complete a combination. No target or deal has been announced.
What changed: A Form 8-K filing reporting the immediate resignation of President and Chief Financial Officer Robert You and the simultaneous appointment of Executive Chairman Vikas Mittal as Interim Chief Financial Officer, accompanied by exhibits detailing a consulting services agreement and an omnibus joinder to existing insider contracts. Per the filing, Robert You notified the company of his resignation as President and Chief Financial Officer effective July 31, 2026, and the Board stated the departure resulted from no disagreement regarding operations, policies, or practices. The Board appointed Vikas Mittal, the Executive Chairman, as Interim Chief Financial Officer effective the same date, and the company stated it will conduct an executive search for a permanent CFO. Exhibit 10.1, a consulting agreement dated December 31, 2025, discloses that Meteora Capital, LLC paid $1,043.48 to receive 300,000 founder shares at approximately $0.003 per share, and the company paid Meteora a $500,000 cash fee at IPO closing in exchange for general SPAC structuring and capital markets services through the earlier of business combination or liquidation. That same exhibit states Meteora irrevocably waives any right, title, interest, or claim against the Trust Account or public distributions. Exhibit 10.2 records that Mr. Mittal entered into an omnibus joinder on July 31, 2026, binding him to the company’s May 14, 2026 letter agreement and registration rights agreement. The filing contains no amendment to the redemption deadline, no change to the trust balance mechanics, no announcement of a target, and no request for an extension. Why it matters: Management transitions documented here do not mechanically alter shareholder redemption windows, trust account protections, or the stated 2028-05-15 deadline. The disclosed upfront founder equity ($1,043.48 for 300,000 shares at approximately $0.003 per share) and accompanying $500,000 cash consulting fee confirm standard pre-IPO sponsor compensation structures, while the explicit trust account waiver in Exhibit 10.1 reinforces that Meteora holds no recourse to public funds upon liquidation. Consolidating executive authority under Mittal—who the filing notes simultaneously holds director and officer roles across multiple other SPACs—concentrates operational oversight during the ongoing search period. Redemptions remain unaffected, but the filing provides complete transparency regarding sponsor-side contractual waivers, administrative succession, and insider registration obligations ahead of any future deal vote.
What changed: A Form 8-K current report that attaches a press release announcing the administrative separation and listing commencement of the ordinary shares and warrants embedded in the company's initial public offering units. The filing details the mechanical process for unitholders to elect separate trading starting on or about July 6, 2026. Each unit comprises one ordinary share (par value $0.0001) and one-third of one redeemable warrant. Holders must direct their brokers to initiate the split through transfer agent Continental Stock Transfer & Trust Company. No fractional warrants will be issued upon separation; only whole warrants will trade. Trading symbols will be GUAC for the separated ordinary shares, GUACW for the whole warrants, and GUACU for unsplit units on Nasdaq. The document confirms the initial public offering closed on May 18, 2026, and the governing registration statement was declared effective by the SEC on May 14, 2026. The attached cover sheet confirms the whole warrant exercise price is $11.50 per share. Why it matters: Separating the securities establishes independent pricing and liquidity tracks for the equity and derivative components before a business combination occurs, which directly impacts holder exit flexibility and future warrant dilution mechanics. Strategically, the press release explicitly outlines the SPAC's acquisition mandate: management will prioritize targets within the artificial intelligence ('AI') and AI infrastructure/supply chain ecosystem, focusing on mission-critical components, data, energy, and infrastructure businesses enabling AI scaling. The filing attributes to management the review of over a thousand acquisition targets over the past decade. Identified leadership includes Executive Chairman Vikas Mittal, President and Chief Financial Officer Robert You, and sponsor Harry You. The document does not modify the redemption deadline, adjust trust balances, announce an extension, or confirm deal progress.
What changed: A Form 8-K Current Report confirming the consummation of Berto Acquisition Corp. II’s Initial Public Offering and simultaneous Private Placement on May 18, 2026, accompanied by an audited balance sheet and comprehensive notes detailing the financial position, trust account funding, and related-party arrangements immediately post-listing. The filing locks in the baseline capitalization mechanics by confirming exactly $315,100,000 was deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, reflecting the sale of 31,510,000 public units at $10.00 each. It codifies the redemption and liquidation timeline: the Company must close an initial business combination by May 18, 2028, or automatically extend to August 18, 2028 if a letter of intent, agreement in principle, or definitive agreement is executed by the primary cutoff. Absent a combination within that window, public shareholders are contractually entitled to redeem their shares for a pro rata share of the trust balance, subject to permitted annual interest withdrawals capped at $500,000 for working capital and a maximum of $100,000 for dissolution costs. The document also finalizes the sponsor equity pool at 7,877,500 founder shares after the underwriters fully exercised their 4,110,000-unit over-allotment, extinguishing prior forfeiture contingencies. Why it matters: Establishes the immutable floor for future per-share redemption values and sets the precise trigger dates governing investor exit rights and potential liquidation. The disclosed obligation matrix—specifically ~$12,288,900 in deferred underwriting commissions payable only upon a successful transaction, a $500,000 cash consulting fee already disbursed to Meteora Capital LLC, and recurring monthly administrative reimbursements of $15,000 to the Sponsor—quantifies the structural drag on available capital ahead of target acquisition. Furthermore, it documents the Sponsor’s purchase of 3,500,000 private placement warrants at $1.00 apiece, delineating the separate derivative class that carries distinct vesting, registration, and worthlessness risks compared to public warrants if the deadline passes without a business combination.
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.
What changed: This document is a Form 3 Initial Statement of Beneficial Ownership, labeled in its own terms as a “FORM 3 — insider ownership report.”. According to the filing, Robert You, identified as President and CFO, holds 2,012,500 shares on a direct basis. The submission contains no disclosures regarding the $10.04 trust per share, the 2028-05-15 deadline, extension provisions, target identification progress, or sponsor transactions. All reported figures and titles originate solely from the SEC form. Why it matters: For investors tracking redemption calendars, trust value maintenance, and sponsor conduct, this report confirms baseline executive ownership but records no purchase or sale activity that would impact capital reserves, voting thresholds, or financing needs. Because the filing omits any management commentary, strategic announcements, customer disclosures, revenue metrics, technology updates, partnership agreements, litigation references, or personnel changes beyond the stated executive title, it provides no material impetus to alter redemption expectations or business combination timelines. The document remains a routine static snapshot of existing direct holdings.
What changed: A Form 3 initial statement of beneficial ownership, which functions as a routine SEC compliance exhibit for insider directors. The filing discloses that Director Lynn Samuel O holds or acquired no non-derivative securities, resulting in zero reported transactions or balance sheet movement for the covered period. Why it matters: For investors monitoring redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this document registers no operational shifts. The submission is a standard regulatory acknowledgment with no transactional data, meaning it does not alter investor capital commitments, trust account standing, or the timeline for a business combination. It contains no statements regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel adjustments. As the filing self-reports complete inactivity, it serves only to maintain insider registration compliance rather than signal strategic progress or financial modification.
What changed: A Form 3 initial statement of beneficial ownership documenting director Constance K Weaver’s securities positions in Berto Acquisition Corp. II. Director Constance K Weaver explicitly reports “No non-derivative transactions or holdings reported.” This confirms her direct equity and derivative holdings remain unchanged from prior disclosures. Per the issuer’s tracked parameters, the per-share trust value stands at $10.04 and the business combination deadline remains May 15, 2028. The filing contains no data on shareholder redemptions, trust interest accrual, extension voting, or target acquisition progress. Why it matters: In a SEARCHING phase SPAC, board member trading activity often signals confidence or concern ahead of a vote. The confirmed lack of director transactions indicates static insider exposure to redemption risk and extension timelines, meaning no near-term directional pressure from leadership on the redemption calendar or trust composition. While routine, this regulatory confirmation maintains baseline transparency as the issuer continues its search through the May 15, 2028 deadline without triggering capital calls or corporate action events.
What changed: SEC Form 3, an initial statement of beneficial ownership of securities. The Form 3 submission itself attributes the holdings of 2,300,000 shares direct and 2,525,000 shares indirect to Harry L. You, identified as a 10% owner. This initial disclosure registers existing or newly acquired beneficial ownership without documenting any open-market purchase, tender, or sale that could alter redemption pressures or trust utilization. Why it matters: Because this routine compliance exhibit captures only a static ownership snapshot, it provides no forward-looking indicators regarding the redemption deadline, trust value preservation, extension motions, merger execution milestones, or sponsor conduct. It simply logs baseline equity concentration for a listed affiliate, leaving all strategic claims, customer metrics, revenue projections, partnership announcements, litigation updates, and personnel changes entirely unaddressed in the submission.
What changed: A routine regulatory correspondence (CORRESP) and registration acceleration request regarding Form S-1. No contractual, redemption, trust, or extension parameters were amended. The filing solely records Needham & Company, LLC’s request that the SEC accelerate the S-1 effective date to May 14, 2026, at 4:00 p.m. ET, alongside standard declarations regarding preliminary prospectus copy distribution and Rule 15c2-8 compliance. Why it matters: The acceleration request signals administrative readiness and underwriter participation ahead of an expected IPO timeline. While procedurally routine, it establishes a concrete benchmark for when the registration statement leaves SEC review, which typically triggers the finalization of the base shelf, commencement of roadshows, and transition away from the current “SEARCHING” phase. Because the SPAC’s standing redemption deadline is set for May 2028, this filing does not alter capital structure mechanics or trust accounting, but it does compress the pre-IPO administrative window and confirms that distribution logistics are being standardized. No claims regarding customers, revenue projections, technology, partnerships, or litigation are present; the submission contains only securities law compliance assertions attributable to Needham & Company, LLC and the registrant.
What changed: A SEC correspondence letter requesting acceleration of the effective date for Berto Acquisition Corp. II’s Form S-1 registration statement pursuant to Rule 461. First, this is a routine administrative submission, not a merger agreement, resignation, interview transcript, compliance exhibit, investor presentation, or lawsuit. Second, concerning mechanics: the filing requests that the S-1 (originally filed April 27, 2026; File No. 333-295343) be declared effective by 4:00 p.m. Washington D.C. time on May 14, 2026, or as soon thereafter as practicable. This procedural acceleration leaves all existing SPAC timelines and trust mechanics untouched, as the letter contains zero references to redemption deadlines, extension votes, or the currently tracked $10.04 per share trust balance. President and Chief Financial Officer Robert You authorizes the request, directing White & Case LLP contact Guiying Ji at (212) 819-7873 to confirm effectiveness to SEC staff member Benjamin Holt. Why it matters: Third, regarding other substance: according to the registrant’s submission, the document discloses no claims regarding customers, revenue, market size, acquisition targets, technology, strategic partnerships, litigation, or sponsor conduct. By explicitly focusing only on expedited SEC clearance under Rule 461, the filing signals active capital formation management without altering deal progress or trust distribution frameworks. While immaterial to near-term redemption calculus, it confirms the sponsor team is actively driving the registration pipeline forward.
What changed: Amendment No. 1 to Form S-1 Registration Statement under the Securities Act of 1933 for a new blank-check SPAC IPO. This is the first substantive amendment to the S-1, filed on May 12, 2026. The company has updated its prospectus to add unaudited financial statements for the three months ended March 31, 2026, provide an updated table of contents and risk factors, and reflect new developments since the initial filing, including the resignation of Harry You as CEO and director, the appointment of Vikas Mittal as Executive Chairman and Robert You as President and CFO in April 2026, and updated pricing information and proceeds estimation. Why it matters: 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.
What changed: Form S-1 registration statement and preliminary prospectus filed by Berto Acquisition Corp. II on April 27, 2026 for its proposed initial public offering of 25,000,000 units at $10.00 per unit, each unit consisting of one ordinary share and one-third of one redeemable warrant, with no business combination target selected. Initial S-1 filing for GUAC. The company proposes to deposit $250,000,000 in trust ($287.5 million if the over-allotment option is exercised in full), stating an initial trust/redemption value of $10.00 per public share, with a 24-month completion window from IPO closing (27 months if it executes a letter of intent, agreement in principle or definitive agreement within 24 months). It states it has not selected any target and has not engaged in substantive discussions with any business combination target. It also discloses sponsor purchase of 3,500,000 private placement warrants at $1.00 each, approximately $1,230,000 of working capital outside trust, and a 15% redemption cap. Management changed in April 2026: Harry L. You resigned as CEO and sole director, Vikas Mittal became Executive Chairman, and Robert You became President and CFO. The filing also discloses an AI/AI-infrastructure focus, including advanced nuclear/SMR developers, and significant founder-share dilution (7,187,500 founder shares issued for $25,000). Why it matters: 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.
What changed: This document is an SEC Division of Corporation Finance correspondence, specifically an intent-not-to-review letter regarding a Draft Registration Statement on Form S-1. The SEC staff advises it does not intend to review the referenced Form S-1 draft submitted February 20, 2026. The staff requests that Berto Acquisition Corp. II publicly file its registration statement and nonpublic draft submissions at least fifteen days prior to any road show (per Rule 433(h)(4)) or, absent a road show, at least fifteen days prior to the requested effective date. The letter reminds the company and its management—citing Chief Executive Officer Harry L. You—that they retain full responsibility for the accuracy and adequacy of their disclosures, notwithstanding any staff review, comments, action, or absence of action. This filing does not alter the stated trust value of $10.04 per share, the redemption deadline of May 15, 2028, or the SEARCHING status. No amendments to extension provisions, sponsor conduct metrics, or shareholder redemption mechanics are reported. Why it matters: 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.
What changed: Draft registration statement (Form S-1) for the initial public offering of Berto Acquisition Corp. II, a blank check company seeking to raise $250 million by offering 25 million units at $10.00 per unit. Initial confidential submission of the registration statement; no prior public filing exists for this SPAC. This is the first disclosure of the proposed IPO terms, sponsor details, trust structure, and redemption mechanics. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.