Berto Acquisition Corp.

Investors tracking redemption calendars, trust value, extensions, deal progress, and sponsor conduct should note this marks the initial public negotiation phase rather than a binding deal that establishes pricing, voting mechanics, or redemption windows. The document supplies no financial terms, pro forma capitalization, or shareholder vote dates that would activate redemption periods or require an extension proposal, directing shareholders instead to await a future registration statement and proxy statement for timeline data. The press release details OnMed’s commercial strategy and performance metrics, with claims attributed to Karthik Ganesh, CEO of OnMed, stating the CareStation units deploy in 30 days, fully diagnose 85% of patients without a specialist referral, divert 50% of patients from ER or urgent care, maintain a 4.96 out of 5 satisfaction score, and show a 99% willingness to return or recommend. Ganesh notes the units serve as an alternative to in-office clinics costing upwards of $2.5M to build and run. Regarding addressable markets, the press release claims 80% of US counties qualify as healthcare deserts and 120M+ Americans lack adequate access. Personnel and institutional recognition notes cite OnMed’s 2025 Great Place to Work designation (with 98% of employees reporting their work is more than just a job), plus awards including TIME’s 2025 List of the Best Inventions, the 2025 CES Picks Award, Gizmodo’s Best of CES, Inc. 5000’s fastest growing private companies list, and Fierce Pharma’s Fierce 50 for Innovation. The units are contracted across seven states and Puerto Rico, with expansion planned for 2026. Harry You, Chairman of Berto Acquisition Corp., describes the target as exhibiting strong growth, an emerging free cash flow positive model, an IP-protected platform, and a massive addressable market extendable by AI. Because the filing furnishes non-binding intent and defers detailed economic terms to a future proxy statement/prospectus, the document functions as early deal-phase signaling without altering current trust mechanics, redemption timelines, or sponsor obligations.

Trust per-share value is $10.07 as of June 30, 2025, slightly above the $10.00 IPO price due to interest income. The deadline to complete a deal is May 1, 2027. The company has net working capital outside trust of approximately $0.4 million. Expenditures through June 30 total $247k in G&A for six months.

The appointment inserts an executive whom the Company describes as having 'nearly two decades of experience related to special purpose acquisition companies.' Per the filing, Mr. Mittal (age 45) has served as Managing Member and Chief Investment Officer of Meteora Capital, LLC since January 2022, and concurrently as CEO and CFO of Investcorp Europe Acquisition Corp. I (Nasdaq: IVCB) since December 2024. Previous roles cited include tenure as a managing member of GSR II Meteora Sponsor LLC (October 2021 to June 2023), investment professional at Glazer Capital (2005 through the end of 2021), and founding team member at Raymond James’ TMT investment banking practice (beginning in 2002). The Company’s submission attaches a CFO Services Agreement stipulating a fixed quarterly fee of $37,500 payable to Meteora, alongside reimbursement clauses for pre-approved out-of-pocket expenses up until the earlier of a business combination or trust liquidation. This structures the compensation as an independent contractor arrangement, which the filing notes is an 'arm’s-length commercial transaction.' The agreement includes a formalized waiver by Meteora releasing any claims against the Trust Account or public distributions. All biographical details, tenures, and financial terms cited herein are drawn exclusively from the registrant's filing.

This filing confirms the trust value per share is $10.00, sets the redemption deadline at May 1, 2027, and shows the SPAC is still searching with no deal progress. It also provides the first post-IPO financial baseline and highlights a new tariff-related risk factor that could affect target selection.

Investors tracking redemption calendars should anchor to the May 1, 2027 termination date, as it dictates the absolute latest timeline for shareholder votes, tender offers, or forced liquidation distributions. The confirmed trust balance of $300,150,000 and the referenced $10.00 per share landing establish the baseline pro forma for redemption pricing and dilution modeling. The $11,705,850 deferred underwriting obligation mechanically reduces net cash available to redeeming shareholders or transferred into the combining entity. Warrant strike structures ($10.50/$11.50) and the 30-day post-combination exercisability window outline downstream equity supply risks. The 80% fair market value target screening criterion and 50% voting control mandate constrain deal origination scope, while the absolute absence of operating revenues means all enterprise value generation depends entirely on merger execution before the hard deadline. Insider conduct mechanisms—including waived founder redemption rights, $12.00-per-share release conditions, 150-day lock-up floors, and registration rights pacing—align sponsor economics with public shareholder outcomes. Contingent dilution remains tracked through the optional convertibility of up to $1.5 million in working capital loans into warrants identical to sponsor private placement warrants. Macro and regulatory headwinds, including inflation trajectories, tariff policies, and geopolitical tensions, are cited by management as direct variables that could impair target search velocity and execution probability.

According to the prospectus, the sponsor and management team disclose extensive fiduciary obligations and historical performance across eight prior SPACs led by Executive Chairman Harry You. These references include Coliseum, which consummated its business combination in December 2024; dMY Squared, which publicly announced a non-binding letter of intent on February 26, 2025; dMY VI, which liquidated in April 2023 without completing a transaction; and dMY IV, dMY III, dMY II, dMY I, and GTY Technology Holdings, each of which completed initial business combinations between 2019 and 2021.

This filing establishes the trust account size and redemption rights for public shareholders. The SPAC is now searching for a target. Investors should note the 24-month deadline, the trust value of $10.00 per share (plus any interest), and the lock-up periods for insiders. The appointment of independent directors and adoption of governing documents are standard for a newly listed SPAC.

Accelerating the S-1 effective date advances the IPO toward pricing and settlement, which is the structural prerequisite for depositing offering proceeds into the trust account, establishing the formal shareholder redemption window, and launching the sponsor’s operational timeline. Until this registration statement takes effect, there are no funded trust reserves, no triggered redemption mechanics, and no binding anchor for investors evaluating future extension or business combination decisions.

This filing is the most informative document from TACO to date as it provides the full preliminary prospectus detailing all terms, risks, and sponsor arrangements. For those tracking this SPAC from inception, this is the definitive look at the offering mechanics. Key points for investors: the sponsor purchased founder shares at ~$0.003/share (creating a massive and immediate dilution risk to public shareholders); the trust will hold $10.00/unit; there is a 24-month deadline; and the management team (led by Harry You) has prior SPAC experience including the successful de-SPAC of IonQ (now IONQ, ~$5.66B market cap) and Genius Sports (GENI, ~$2.54B market cap), but also the unsuccessful liquidation of dMY VI and a de-SPAC (RAIN) where ~97% of public shares were redeemed. The company is explicitly still searching and has not engaged in substantive discussions with any target.

This filing provides the first detailed look at a new SPAC IPO, including the trust value per share, sponsor economics, dilution risk, and redemption mechanics. Investors can assess the sponsor's track record (Harry You's prior SPACs) and the potential for conflicts. The document sets the baseline for future monitoring of extensions, deal progress, and sponsor conduct.

This feedback directly alters the transparency framework surrounding shareholder redemption decisions and post-offering capital structure. By requiring explicit quartile breakdowns and the adjusted NTBV versus offering price differential, the SEC ensures investors can accurately model how varying redemption thresholds affect per-share value and dilution prior to a business combination. The mandatory disclosure of the 3,750,000 underwriter representative warrants introduces a concrete, execution-linked equity component that could impact sponsor alignment and public float mechanics.

Establishes the SPAC's trust size ($250M, $10.46 per share estimate), 24-month completion window, sponsor's nominal founder share cost ($0.003 per share), and outlines redemption mechanics, potential dilution, and management conflicts. Highlights the extensive prior SPAC experience of lead manager Harry You, who has been involved in seven prior SPACs. The filing signals that the SPAC is still searching for a target, with focus areas including AI, wellness, longevity, and aesthetics.

These structural revisions directly alter post-IPO equity mechanics and sponsor alignment. Because the Company admitted that maintaining the 20% founder block triggers share surrenders or dividends, public investors face explicit dilution that can depress net asset values and materially influence redemption decisions prior to any de-SPAC merger vote.

These comments dictate how investors will evaluate sponsor conduct, competing deal rights, and capital structure erosion before exercising redemption rights. The forced disclosure of material dilution from the 20% founder share preservation tactic and warrant exercises directly shapes per-share value expectations independent of the stated $10.46 trust/share amount. Requiring reconciliation of dMY Squared’s priority rights with director fiduciary duties adds transparency to potential sponsor alignment issues and competing transactions.

Establishes the terms for a new $250 million SPAC IPO with a 24-month completion window, $10.00 per-unit trust value, and a redemption mechanism tied to shareholder votes or tender offers. Discloses sponsor economics (founder shares at ~$0.003 per share, 4,000,000 private placement warrants at $1.00), management team experience (led by Harry You, with prior SPAC transactions including IonQ, Planet Labs, Genius Sports, Rush Street), and target focus areas (AI, wellness, longevity, aesthetics). Investors should note the high dilution potential from founder shares and the absence of a specified minimum redemption threshold.

Investors tracking redemption windows and sponsor runway see the $20,000-to-$15,000 payment reduction and $445,000 non-trust reserve constraint directly alter pre-combination liquidity and increase the probability that working capital loans or convertible instruments will require issuance, shifting dilution dynamics away from the original modeling.

These deficiencies directly impact redemption calculus, equity stability, and deal execution risk. The SEC mandates explicit investor warnings that founder share anti-dilution adjustments and warrant conversions may materially dilute purchaser equity interests, altering expected returns per public share and influencing redemption timing.

Because this is a pre-pricing draft, it defines the baseline economic architecture and governance conflicts before capital is raised. According to the prospectus, the sponsor and its affiliates paid $23,956.52 for 6,887,500 founder shares, and an independent consultant paid $1,043.48 for 300,000 ordinary shares, resulting in an aggregate cost of approximately $0.003 per share.

What changed: A Form 8-K filing under Item 7.01 (Regulation FD Disclosure) and Item 9.01 (Financial Statements and Exhibits) that publishes a joint press release (Exhibit 99.1) announcing a non-binding letter of intent for a potential business combination between Berto Acquisition Corp. and OnMed LLC. Berto Acquisition Corp. shifted from a pure searching posture into early-stage negotiation by executing a non-binding LOI with OnMed LLC. The filing establishes no binding valuation, trust account utilization terms, redemption deadline, or timeline for a definitive agreement. Karthik Ganesh, CEO of OnMed, is named to lead the combined company. Harry L. You, Executive Chairman of Berto, signed the 8-K and continues to anchor the sponsor side. No extension proposal, trust balance modification, or sponsor promissory note update was reported. Why it matters: For redemption and trust watchers, this filing does not trigger a shareholder meeting, establish a record date, or modify the SPAC’s dissolution clock, meaning the standard unexpired share redemption pathway remains open. For deal progression, the LOI introduces OnMed’s CareStations—a healthcare access product—as the prospective merged asset. Karthik Ganesh, CEO of OnMed, attributed clinical and operational outcomes to the stations, stating they have 'fully diagnosed 85% of patients without a specialist referral' and that 50% of users would otherwise have visited the ER or urgent care. Ganesh further cited a 4.96 out of 5 patient satisfaction score, 99% willingness to return or recommend, and 98% of employees viewing their work as 'more than just a job.' Harry You, Chairman of Berto, asserted that OnMed exhibits an 'emerging free cash flow positive model,' holds an IP-protected platform, and currently operates contracted deployments across seven states and Puerto Rico. The press release notes each station reaches full operational status within 30 days and contrasts facility costs against traditional clinics costing upwards of $2.5M to build and run, requiring no in-office staff. These metrics, awards (TIME’s 2025 List of Best Inventions, 2025 CES Picks Award, Fierce Pharma’s Fierce 50), and market sizing claims ('80% of US counties qualifying as healthcare deserts and 120M+ Americans lacking adequate access') were made solely by the parties’ executives and representatives and remain unaudited pre-combination assertions pending definitive agreement execution and independent due diligence. No financial mechanics, lock-up terms, PIPE commitments, or redemption floor prices were disclosed.

What changed: A Form 8-K Current Report filed pursuant to Rule 425 under the Securities Act of 1933, containing a Regulation FD Disclosure under Item 7.01 and a joint press release (Exhibit 99.1) dated October 29, 2025. Berto Acquisition Corp. and OnMed LLC announced a non-binding letter of intent for a potential business combination, designating Karthik Ganesh, CEO of OnMed, to lead the combined company. The filing reports no amendments to redemption deadlines, trust account distributions, extension triggers, or sponsor conduct, and explicitly states no assurances exist regarding definitive agreement execution or transaction consummation. Why it matters: Investors tracking redemption calendars, trust value, extensions, deal progress, and sponsor conduct should note this marks the initial public negotiation phase rather than a binding deal that establishes pricing, voting mechanics, or redemption windows. The document supplies no financial terms, pro forma capitalization, or shareholder vote dates that would activate redemption periods or require an extension proposal, directing shareholders instead to await a future registration statement and proxy statement for timeline data. The press release details OnMed’s commercial strategy and performance metrics, with claims attributed to Karthik Ganesh, CEO of OnMed, stating the CareStation units deploy in 30 days, fully diagnose 85% of patients without a specialist referral, divert 50% of patients from ER or urgent care, maintain a 4.96 out of 5 satisfaction score, and show a 99% willingness to return or recommend. Ganesh notes the units serve as an alternative to in-office clinics costing upwards of $2.5M to build and run. Regarding addressable markets, the press release claims 80% of US counties qualify as healthcare deserts and 120M+ Americans lack adequate access. Personnel and institutional recognition notes cite OnMed’s 2025 Great Place to Work designation (with 98% of employees reporting their work is more than just a job), plus awards including TIME’s 2025 List of the Best Inventions, the 2025 CES Picks Award, Gizmodo’s Best of CES, Inc. 5000’s fastest growing private companies list, and Fierce Pharma’s Fierce 50 for Innovation. The units are contracted across seven states and Puerto Rico, with expansion planned for 2026. Harry You, Chairman of Berto Acquisition Corp., describes the target as exhibiting strong growth, an emerging free cash flow positive model, an IP-protected platform, and a massive addressable market extendable by AI. Because the filing furnishes non-binding intent and defers detailed economic terms to a future proxy statement/prospectus, the document functions as early deal-phase signaling without altering current trust mechanics, redemption timelines, or sponsor obligations.

What changed: Joint Filing Agreement executing the combined submission of a Schedule 13G beneficial ownership report under Section 13 of the Securities Exchange Act of 1934. The document formally binds Berto Acquisition Sponsor LLC, Harry L. You, and Robert You to coordinate future regulatory disclosures regarding their holdings in TACO. On SPAC mechanics, it produces zero alterations to the redemption window, trust account safeguarding, extension voting procedures, or merger timeline. The filing contains no assertions regarding customer pipelines, revenue metrics, addressable market sizing, proprietary technology, commercial partnerships, pending litigation, or executive appointments. Per its own text, the sole operative provision allocates individual filing responsibility and accuracy liability, closed by signatures dated August 14, 2025. Why it matters: For investors tracking capital return triggers, trust preservation, or acquisition velocity, this agreement delivers no actionable shift in the search trajectory or shareholder liquidity parameters. It merely confirms administrative coordination among the sponsor principals while the entity maintains its declared SEARCHING posture and the documented $10.46 per share trust balance. The complete absence of operational commentary, target indicators, or sponsor conduct disclosures confirms that this cycle generates no near-term catalysts for redemption pacing, extension reliance, or business combination timing.

What changed: 10-Q (Quarterly Report) for the period ended June 30, 2025. This is the first periodic filing since the SPAC's IPO on May 1, 2025. It reports the IPO's closing, the trust's funding, and the initial expense run-rate. No business combination target has been identified; status remains SEARCHING. Why it matters: Trust per-share value is $10.07 as of June 30, 2025, slightly above the $10.00 IPO price due to interest income. The deadline to complete a deal is May 1, 2027. The company has net working capital outside trust of approximately $0.4 million. Expenditures through June 30 total $247k in G&A for six months.

What changed: Form 3 — insider ownership report. This filing reports no adjustments to redemption deadlines, trust account value, extension provisions, business combination progress, or sponsor conduct. According to the submitted SEC document, reporting person Vikas Mittal, Chief Financial Officer, holds 313,200 shares indirectly in Berto Acquisition Corp., which the issuer classifies as operating in a SEARCHING status. The publicly stated trust value per share remains fixed at $10.46. Why it matters: Investors monitoring redemption calendars, trust preservation, extension votes, or deal velocity will find that this routine insider disclosure does not shift expiration dates, trigger automatic extensions, or signal active target identification. It solely documents baseline officer positioning during the pre-combination search phase. Attributed entirely to the Form 3 filings, the text introduces no claims regarding customer concentration, revenue traction, total addressable market sizing, strategic pivots, proprietary technology, channel partnerships, regulatory litigation, or executive turnover.

What changed: Form 8-K current report documenting a leadership transition and the execution of related contractual obligations. Under Item 5.02, the Company reports that Harry L. You resigned as Interim Chief Financial Officer on June 13, 2025, effective immediately, while retaining his role as Executive Chairman. The Board appointed Vikas Mittal as the new Chief Financial Officer on the same date. The filing confirms the resignation was not triggered by any disagreements with the Board concerning operations, policies, or practices. Regarding SPAC mechanics, the filing contains no updates to the redemption calendar, trust account valuation or distribution mechanics, extension provisions, or business combination deal progress, indicating the search for a target remains unchanged. Furthermore, there is no disclosed alteration to sponsor conduct or insider lock-up positions beyond the standard administrative requirements attached to the new officer. Why it matters: The appointment inserts an executive whom the Company describes as having 'nearly two decades of experience related to special purpose acquisition companies.' Per the filing, Mr. Mittal (age 45) has served as Managing Member and Chief Investment Officer of Meteora Capital, LLC since January 2022, and concurrently as CEO and CFO of Investcorp Europe Acquisition Corp. I (Nasdaq: IVCB) since December 2024. Previous roles cited include tenure as a managing member of GSR II Meteora Sponsor LLC (October 2021 to June 2023), investment professional at Glazer Capital (2005 through the end of 2021), and founding team member at Raymond James’ TMT investment banking practice (beginning in 2002). The Company’s submission attaches a CFO Services Agreement stipulating a fixed quarterly fee of $37,500 payable to Meteora, alongside reimbursement clauses for pre-approved out-of-pocket expenses up until the earlier of a business combination or trust liquidation. This structures the compensation as an independent contractor arrangement, which the filing notes is an 'arm’s-length commercial transaction.' The agreement includes a formalized waiver by Meteora releasing any claims against the Trust Account or public distributions. All biographical details, tenures, and financial terms cited herein are drawn exclusively from the registrant's filing.

What changed: Quarterly Report on Form 10-Q for the period ended March 31, 2025. Berto Acquisition Corp. was a pre-IPO shell as of March 31, 2025, with $11,023 cash and no operations. Subsequent to quarter end, on May 1, 2025, it consummated its IPO of 30,015,000 units at $10.00 per unit, generating $300.15 million in gross proceeds (deposited into trust at $10.00 per share), plus a $3.5 million private placement. The 24-month completion window ends May 1, 2027. No business combination target has been identified. The company also disclosed a new risk factor regarding tariffs and trade policies. Why it matters: This filing confirms the trust value per share is $10.00, sets the redemption deadline at May 1, 2027, and shows the SPAC is still searching with no deal progress. It also provides the first post-IPO financial baseline and highlights a new tariff-related risk factor that could affect target selection.

What changed: A Current Report on Form 8-K accompanied by Exhibit 99.1, a press release announcing the mechanical separation of Berto Acquisition Corp.’s publicly traded units. The filing establishes the procedural timeline for splitting units into constituent securities. On or about June 5, 2025, holders may elect to trade the underlying ordinary shares ($0.0001 par value) and warrants (each entitling the holder to purchase one ordinary share) separately under the symbols TACO and TACOW, while unseparated units remain listed as TACOU. Separation requires broker instructions to Continental Stock Transfer & Trust Company, and no fractional warrants will be issued. A registration statement covering these securities was declared effective by the SEC on April 29, 2025, following the completion of the initial public offering on May 1, 2025. The filing contains no information regarding redemption deadlines, trust account valuation or drawdowns, extension votes, targeted deal announcements, or changes to sponsor control. Why it matters: This announcement finalizes the structural liquidity framework for the SPAC’s public float ahead of any merger proxy or shareholder vote. While it does not trigger redemption windows or modify trust mechanics, the press release outlines the company’s acquisition thesis. According to the company, management intends to pursue a business combination in any industry, but will specifically examine opportunities in artificial intelligence, quantum computing, technology, and the wellness, longevity, and aesthetics sectors. The press release further notes that Executive Chairman and Interim Chief Financial Officer Harry You and his team have looked at over a thousand acquisition targets over the past decade, positioning their experience as the primary catalyst for potential business combinations.

What changed: A Current Report on Form 8-K announcing the consummation of Berto Acquisition Corp.’s initial public offering and concurrent private placements on May 1, 2025, filed alongside an audited balance sheet dated May 1, 2025, an independent registered public accounting firm’s report, and extensive notes covering trust account funding mechanics, warrant exercise terms, founder share allocations, administrative service agreements, and working capital loan provisions. Mechanically, as documented in the filing signed by Executive Chairman and Interim Chief Financial Officer Harry L. You, the company closed its IPO of 30,015,000 Units at $10.00 per Unit on May 1, 2025, including full underwriter exercise of the over-allotment option for 3,915,000 Units. Concurrently, the private placement sold 3,500,000 Sponsor Private Placement Warrants to Berto Acquisition Sponsor LLC at $1.00 each, yielding $3,500,000, and issued 3,750,000 warrants to a designee of Cohen & Company Capital Markets. The balance sheet records $300,150,000 deposited into a U.S.-based trust account at Continental Stock Transfer & Trust Company, which the notes characterize as $10.00 per share. The filing establishes a 24-month completion window expiring May 1, 2027; if a business combination is not finalized by that date, the company will cease operations, redeem public shares from the trust at a per-share price equal to the trust deposit divided by outstanding public shares, and liquidate. A deferred underwriting commission of $11,705,850 is payable exclusively upon consummation of an initial business combination. Regarding additional substance, the notes disclose that management targets must possess an aggregate fair market value of at least 80% of the trust account value at agreement, and the post-transaction entity must secure 50% or more voting securities. Founder shares total 7,503,750 held by the sponsor, affiliates Harry You and Robert You, and consultant Meteora Capital LLC; the filing states these holders waived redemption rights and committed to vote in favor of a combination. Up to 978,750 founder shares faced forfeiture contingencies but vested upon over-allotment exercise. Non-trust liquidity comprises $1,240,013 in cash, $24,400 in prepaid expenses, and $542,000 in working capital, counterbalanced by $722,590 in current liabilities and $11,705,850 in deferred underwriting fees. The sponsor-promissory note previously advanced up to $300,000 was fully repaid on May 1, 2025. Administrative reimbursements of $15,000 monthly begin May 1, 2025, deferring payment until business combination or liquidation. Warrants carry $10.50 exercise prices for the first 12 months post-combination, stepping to $11.50 thereafter, with exercisability commencing 30 days after closing. Working capital loans up to $1.5 million may convert to warrants at $1.00 per warrant upon lender election. Personnel updates confirm Harry L. You serving as Executive Chairman and Interim Chief Financial Officer. Revenue disclosures state the company has generated no operating revenues since incorporation on July 15, 2024, and anticipates only non-operating interest income from trust proceeds pending a combination. Litigation, technology, and market size claims are absent from the submission. Why it matters: Investors tracking redemption calendars should anchor to the May 1, 2027 termination date, as it dictates the absolute latest timeline for shareholder votes, tender offers, or forced liquidation distributions. The confirmed trust balance of $300,150,000 and the referenced $10.00 per share landing establish the baseline pro forma for redemption pricing and dilution modeling. The $11,705,850 deferred underwriting obligation mechanically reduces net cash available to redeeming shareholders or transferred into the combining entity. Warrant strike structures ($10.50/$11.50) and the 30-day post-combination exercisability window outline downstream equity supply risks. The 80% fair market value target screening criterion and 50% voting control mandate constrain deal origination scope, while the absolute absence of operating revenues means all enterprise value generation depends entirely on merger execution before the hard deadline. Insider conduct mechanisms—including waived founder redemption rights, $12.00-per-share release conditions, 150-day lock-up floors, and registration rights pacing—align sponsor economics with public shareholder outcomes. Contingent dilution remains tracked through the optional convertibility of up to $1.5 million in working capital loans into warrants identical to sponsor private placement warrants. Macro and regulatory headwinds, including inflation trajectories, tariff policies, and geopolitical tensions, are cited by management as direct variables that could impair target search velocity and execution probability.

What changed: 8-K Current Report filed to announce the closing of the initial public offering (IPO) of Berto Acquisition Corp., including the full exercise of the underwriters' over-allotment option, resulting in gross proceeds of $300,150,000 placed in trust, and the entry into related agreements. The SPAC completed its IPO, issuing 30,015,000 units at $10.00 per unit, each unit consisting of one ordinary share and one-half of one redeemable warrant. Total of $300,150,000 was deposited into the trust account. Concurrently, the Sponsor purchased 3,500,000 private placement warrants for $3,500,000, and the underwriters received 3,750,000 warrants. The company appointed three independent directors (Sam Lynn, Darla K. Anderson, Constance K. Weaver) and adopted an amended and restated memorandum and articles of association. The trust will be held for 24 months (until May 1, 2027) to complete a business combination. Why it matters: This filing establishes the trust account size and redemption rights for public shareholders. The SPAC is now searching for a target. Investors should note the 24-month deadline, the trust value of $10.00 per share (plus any interest), and the lock-up periods for insiders. The appointment of independent directors and adoption of governing documents are standard for a newly listed SPAC.