TACO SEC filings, in plain English
Everything Berto Acquisition Corp. has filed with the SEC that we hold — 37 filings, newest first, 35 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: Quarterly report (Form 10-Q) for the period ended June 30, 2026, filed by Berto Acquisition Corp., a SPAC searching for a business combination. The LOI with OnMed LLC expired on March 23, 2026, with no definitive agreement signed. The company reported a net income of $1.1 million for Q2 2026 ($3.3 million year-to-date), driven by $2.7 million in trust investment income, but offset by $1.6 million in G&A (including $1.4 million in merger expenses). Trust value per share increased to $10.46 from $10.28 at year-end 2025. Cash on hand fell to $147,000, with a working capital deficit of $2.1 million. Management reiterated substantial doubt about going concern if no deal closes by May 1, 2027, and noted no progress on working capital loans. Why it matters: The trust value per share has grown to $10.46, giving public shareholders a small premium over the IPO price. The sponsor's search is continuing with no new target announced after the OnMed LOI expired. The burn rate (about $250k in operating cash used this quarter) means the SPAC likely needs sponsor advances or a quick deal to avoid liquidation risk. The filing shows no insider redemptions or new material agreements.
What changed vs 2026-05-15trust $311.4M → $314.1M +1%trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $311.4M$314.1M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 30.0M · unchanged
SpacBrain reads this as $2,734,164 was added to the trust between the two filings.
The clause …“expenses 163,959 153,333 Total current assets 310,699 732,016 Investments held in Trust Account 314,091,737 308,659,912 Total Assets $ 314,402,436 $ 309,391,928 Liabilities, Ordinary Shares Subject to Possible Redemption and”…
The clause …“in accordance with FASB ASC 205-40, “Presentation of Financial Statements – Going Concern, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of June 30, 2026, management has determined that the”…
The clause …“(Note 6) Ordinary shares, $ 0.0001 par value; 550,000,000 shares authorized; 30,015,000 and 30,015,000 shares subject to possible redemption at $ 10.46 and $ 10.28 per share as of June 30, 2026 and December 31, 2025, respectively”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly report (Form 10-Q) for Berto Acquisition Corp. for the three months ended March 31, 2026, a blank-check company still searching for an initial business combination. The non-binding letter of intent with OnMed LLC expired on March 23, 2026 without a definitive agreement. Net income of $2.2 million vs. net loss of $18,000 in the prior-year period, driven by $2.7 million of trust interest income. Trust account per-share value increased from $10.28 at December 31, 2025 to $10.37 at March 31, 2026. Cash and cash equivalents fell from $579,000 to $209,000. Working capital deficit widened to $480,000. Sponsor cash advance of $250,000 was repaid in February 2026. Accrued expenses rose from $47,000 to $368,000, and accrued expenses to related parties increased from $195,000 to $278,000. Management now discloses substantial doubt about the company's ability to continue as a going concern through the May 1, 2027 liquidation deadline. Why it matters: The expiration of the OnMed LOI without a definitive agreement heightens the risk that Berto Acquisition may fail to complete a business combination before the May 2027 deadline, especially given its limited cash ($209,000) and working capital deficit. The going-concern warning underscores the urgency to find a target or risk liquidation. Trust accretion continues to increase the redemption value per share, which may affect redemption decisions. The ongoing cash burn and reliance on sponsor advances indicate tight liquidity management.
What changed vs 2025-11-13trust $305.6M → $311.4M +2%going concern APPEAREDtrust account, going-concern doubt, redeemable shares2 moved · 1 with no prior record of ours
- Trust account
- $305.6M$311.4M
- Going-concern doubt
- not statedstated
- Redeemable shares
- 30.0M · unchanged
SpacBrain reads this as $5,780,348 was added to the trust between the two filings.
The clause …“expenses 196,146 153,333 Total current assets 405,162 732,016 Investment held in Trust Account 311,357,573 308,659,912 Total Assets $ 311,762,735 $ 309,391,928 Liabilities, Ordinary Shares Subject to Possible Redemption and”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“in accordance with FASB ASC 205-40, “Presentation of Financial Statements – Going Concern, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of March 31, 2026, management has determined that”…
The clause …“(Note 6) Ordinary shares, $ 0.0001 par value; 550,000,000 shares authorized; 30,015,000 and 30,015,000 shares subject to possible redemption at $ 10.37 and $ 10.28 per share as of March 31, 2026 and December 31, 2025, respectively”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 10-K (Annual Report) for fiscal year ended December 31, 2025. SPAC completed its $300.15M IPO on May 1, 2025, depositing $10.00 per share into trust. On Oct 24, 2025, it signed a non-binding LOI with OnMed LLC for a potential business combination, but the LOI expired on March 23, 2026 without a definitive agreement. Vikas Mittal was appointed CFO in June 2025. Trust account held $308.66M ($10.28 per share) as of Dec 31, 2025. Net income of $7.9M for FY2025 entirely from trust interest. No business combination yet; the company has until May 1, 2027 to complete a deal. Why it matters: The LOI expiration confirms the OnMed deal has failed, resetting the search. Trust value per share has grown to $10.28, above the $10.00 IPO price, providing some cushion. Management has changed with a new CFO. The company remains a shell with no operations and faces a May 2027 deadline; any future target announcement will be critical.
What changed: Quarterly report (Form 10-Q) for the period ended September 30, 2025, the first such report since Berto Acquisition Corp. completed its IPO on May 1, 2025. The SPAC has entered into a non-binding letter of intent (LOI) with OnMed LLC, a healthcare infrastructure company, for a potential business combination, announced October 29, 2025 (after the reporting period). The trust account held $305.6 million ($10.18 per public share) as of September 30, 2025, reflecting interest accretion. The IPO of 30,015,000 units at $10.00 per unit closed on May 1, 2025, along with a $3.5 million private placement of warrants to the sponsor and issuance of underwriter warrants. The company has approximately $325,000 in cash outside trust and working capital of $216,000. No definitive agreement has been reached with OnMed; the LOI is non-binding. Why it matters: The LOI with OnMed signals a concrete step toward consummating a business combination, giving shareholders visibility into a potential target. The trust value per share of $10.18 provides a baseline for any future redemption. Investors should monitor for a definitive agreement, which would trigger shareholder vote and redemption rights. The SPAC has 24 months from IPO (May 1, 2027) to close a deal or liquidate.
What changed vs 2025-08-13trust $302.2M → $305.6M +1%trust account, redeemable shares1 moved · 1 with no prior record of ours
- Trust account
- $302.2M$305.6M
- Redeemable shares
- 30.0M · unchanged
SpacBrain reads this as $3,343,285 was added to the trust between the two filings.
The clause “44 Offering costs associated with initial public offering - 400,000 Investments held in Trust Account 305,577,225 - Total Assets $ 306,027,992 $ 434,044 Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit”…
The clause …“(Note 6) Ordinary shares, $ 0.0001 par value; 550,000,000 shares authorized; 30,015,000 shares subject to possible redemption at $ 10.18 per share 305,577,225 - Shareholders’ Deficit Preference shares, $ 0.0001 par value; 5,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Rule 425 filing (deemed filed pursuant to Rule 14a-12) containing a Bloomberg News article published October 29, 2025, reporting that Berto Acquisition Corp. has executed a nonbinding letter of intent to merge with OnMed LLC. Deal progress: Berto moved from capital raise to active target identification by signing a nonbinding letter of intent with OnMed LLC. Mechanics, redemption, trust, and extensions: No definitive business combination agreement, proxy statement, tender offer materials, redemption calendars, extension amendments, or trust account adjustments have been filed. The filing does not alter the $10.46 trust per share balance tracked for TACO, nor does it establish a record date, tender window, or deadline for shareholders to exercise redemption rights. Sponsor conduct: Blank-check deal veteran Harry You, sponsoring his tenth SPAC, publicly positioned the target in a prepared statement, emphasizing his firm’s investment criteria. Why it matters: Material substance: According to individuals familiar with the private matter reviewed by Bloomberg News, OnMed could be valued at more than $500 million if a transaction is completed. OnMed designs and operates trademarked CareStations—8-by-10-foot hybrid telemedicine and doctor’s office units equipped with stethoscopes, blood pressure monitors, scales, and infrared cameras. These stations can be deployed in just 30 days and operate at a fraction of the cost of an in-office clinic. OnMed maintains contracts in seven states and Puerto Rico. OnMed Chief Executive Officer Karthik Ganesh, who will lead the combined company, stated that the CareStations have fully diagnosed 85 percent of patients without a specialist referral and supported the 50 percent of patients who indicated they would otherwise have visited an emergency room or urgent care. Financial characterization provided by You cites a strong growth profile, an emerging free cash flow positive model, an IP-protected platform, and a massive addressable market potentially expanded by artificial intelligence. Strategic background: Berto raised $300 million including overallotment shares in an April initial public offering. Macro context attributed to SPAC Research data in the article indicates 108 SPACs in the US raised more than $22 billion year-to-date through Tuesday, exceeding combined 2023 and 2024 totals, with 59 merger announcements recorded since January 1. For investors, this nonbinding preliminary step signals active deal sourcing but introduces significant execution risk until binding terms, pro forma ownership ratios, and redemption thresholds are disclosed in subsequent registration statements.
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.
trust account, redeemable sharesnothing moved · 2 with no prior record of ours
- Trust account
- not previously extracted$302.2M
- Redeemable shares
- not previously extracted30.0M
The clause “44 Offering costs associated with initial public offering - 400,000 Investments held in Trust Account 302,233,940 - Total Assets $ 302,746,091 $ 434,044 Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit”…
The clause …“(Note 6) Ordinary shares, $ 0.0001 par value; 550,000,000 shares authorized; 30,015,000 shares subject to possible redemption at $ 10.07 per share 302,233,940 - Shareholders’ Deficit Preference shares, $ 0.0001 par value; 5,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: Form 424B4 Initial Public Offering Prospectus for Berto Acquisition Corp. This is an inaugural IPO filing establishing the company's initial capital structure and search parameters, meaning there are no pre-existing redemption calendars, trust adjustments, extension votes, or announced deal milestones to update. Why it matters: 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.
What changed: Form 3 — insider ownership report filed pursuant to Section 16(a) regulations. The filing identifies Berto Acquisition Corp. as the issuer and Lynn Samuel O as the reporting director, dated 2025-04-29. It explicitly states 'No non-derivative transactions or holdings reported.' Consequently, there are no disclosed changes to insider equity positions that would indicate movement toward redemption deadlines, trust account withdrawals, extension votes, target acquisition progress, or sponsor conduct adjustments. The document contains no numerical data regarding trust balances, share counts, or financing milestones. Why it matters: Investors tracking TACO’s SEARCHING phase use Form 3 filings to verify whether directors have materially altered their capital commitment or signaled operational caution through trade activity. This zero-activity submission confirms the director’s position remains static, removing insider transaction volume as an immediate variable affecting the merger timeline or trust preservation. Without reported trades, there is no evidentiary basis within this filing to adjust assumptions about the SPAC’s deadline schedule, extension probability, or sponsor fidelity, directing investor attention to subsequent proxy materials, business combination announcements, or 8-K amendments for timeline and valuation updates.
What changed: A Form S-1MEF supplemental registration statement filed under the U.S. Securities Act of 1933 pursuant to Rule 462(b). As stated in the filing, Berto Acquisition Corp. registered an additional 1,265,000 units—including 165,000 units earmarked for potential underwriter over-allotment—comprising one ordinary share and one-half of one redeemable warrant each. The document incorporates by reference the contents of the Prior Registration Statement (File No. 333-286023), which was initially filed on March 21, 2025, amended through April 18, 2025, and declared effective on April 29, 2025. According to the filing, Executive Chairman and Interim Chief Financial Officer Harry L. You certified that the registrant directed its bank to wire the Exhibit 107 filing fee to the SEC by close of business on April 30, 2025. The document does not amend the original prospectus’s trust account provisions, shareholder redemption conditions, extension mechanisms, or warrant exercise terms. Why it matters: Because the S-1MEF functions solely as a routine Rule 462(b) capital-supplement filing, it neither advances a business combination nor alters the SPAC’s operational timeline or trust mechanics. As reported in the document, there are no disclosed negotiations with target companies, no announced board resolutions regarding extensions, and no updated valuations of the trust estate. Consequently, the filing does not change the strategic or financial parameters that typically drive redemption behavior or sponsor accountability, leaving existing shareholders’ evaluation of the trust account value and upcoming deadline windows dependent on subsequent definitive proxy materials or merger agreements.
What changed: Routine compliance exhibit (Form 3 insider ownership report). According to the submission, Director Anderson Darla filed the statement for Berto Acquisition Corp. and the document explicitly states 'No non-derivative transactions or holdings reported.' Because zero equity movements were recorded, there are no modifications to sponsor alignment, trust distribution mechanics, redemption deadline calculations, or extension voting sequences attributable to this filing. Why it matters: For investors tracking TACO while in SEARCHING status, the documented absence of insider activity preserves the existing baseline on director conduct and capital commitment. This filing does not introduce new claims regarding customer pipelines, revenue trajectories, total addressable market sizing, technology development, strategic partnerships, litigation posture, or personnel appointments. Instead, it functions as a procedural checkpoint that confirms the director’s beneficial ownership footprint remains static, leaving all trust mechanics, shareholder redemption windows, and sponsor obligations unchanged and requiring the market to look to other disclosure channels for material developments.
What changed: SEC Form 3 – Initial Report of Beneficial Ownership of Securities for Berto Acquisition Corp. (filing dated 2025-04-29). This filing discloses baseline insider positions rather than recent market activity. It states that You Harry L. (noted as director, Interim CFO, and 10% owner) holds 2,401,200 shares directly, while Berto Acquisition Sponsor LLC (noted as director and 10% owner) holds 2,688,300 shares indirectly. No purchases, sales, conversions, or exercises are recorded on the form. Why it matters: As a routine Section 16(a) initial ownership disclosure, this report does not alter the redemption calendar, trigger an extension vote, change the trust value per share, or reflect sponsor positioning ahead of a business combination. Because the form records zero transactions, there is no new insight into deal progress or sponsor conduct. The document contains no claims about customers, revenue, market size, strategy, technology, partnerships, or litigation; all share counts (2,401,200 direct, 2,688,300 indirect) and ownership percentages (10%) are reported exclusively by the filing insiders to the SEC.
What changed: SEC Form 3 — initial statement of beneficial ownership and routine insider reporting exhibit filed by Berto Acquisition Corp. According to the 2025-04-29 submission by director Constance K. Weaver, the filing reports no non-derivative transactions or equity holdings. This records zero insider share movement, meaning there are no mechanical adjustments to redemption price floors, trust account payout calculations, extension vote tallies, or business combination execution timelines. Why it matters: While the form serves as a standard governance baseline, it introduces no new operational data. Per Weaver’s report, the director currently holds no registrant securities, which maintains static capital structure alignment without advancing the SEARCHING status, modifying trust distribution formulas, or signaling target acquisition momentum. The filing discloses no claims regarding customer contracts, revenue streams, market sizing, strategic pivots, technological capabilities, partnership agreements, litigation exposures, or personnel changes, leaving all previously established redemption windows and sponsor conduct parameters unchanged from prior public disclosures.
What changed: A Form 8-A12B filed by Berto Acquisition Corp. to register its ordinary shares, units (each consisting of one ordinary share and one-half of one redeemable warrant), and warrants for listing on The Nasdaq Stock Market LLC pursuant to Section 12(b) of the Securities Exchange Act of 1934. The filing reports no modifications to redemption deadlines, trust account mechanics, extension voting procedures, business combination progress, or sponsor conduct. It functions purely as an administrative registration update to activate secondary trading for the previously disclosed capital stack and incorporates by reference the complete security definitions from the Registrant’s initial Registration Statement on Form S-1 (File No. 333-286023), originally filed March 21, 2025. Why it matters: As a standard compliance exhibit required to list public equity and derivative instruments, it confirms the SPAC remains in its post-IPO capital preservation phase with no triggering events for investor exit windows or merger timelines. The document attributes interim financial reporting responsibility to Harry L. You as Executive Chairman and Interim Chief Financial Officer, indicating internal leadership delegation but altering no fiduciary duties or shareholder protections. Any referenced data points—including the $0.0001 par value per share, IRS Employer Identification No. 99-4250815, the Las Vegas, Nevada mailing address at 1180 North Town Center Drive, Suite 100, and ZIP code 89144—are drawn exclusively from the registrant’s charter documents and contain no forward-looking revenue projections, customer counts, market size estimates, technology disclosures, or litigation assertions.
What changed: A correspondence to the SEC Division of Corporation Finance requesting acceleration of the effective date for Berto Acquisition Corp.’s Form S-1 registration statement, executed by underwriter representatives. The filing does not adjust any existing redemption calendar, trust account composition, extension vote schedule, or business combination target pursuit, aligning with the company’s currently reported SEARCHING status. Why it matters: 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.
What changed: A routine correspondence (CORRESP) filed pursuant to Rule 461 of the Securities Act of 1933, formally requesting SEC acceleration of the effective date for Berto Acquisition Corp.’s Form S-1 registration statement (File No. 333-286023). Per the April 28, 2025 letter signed by Executive Chairman and Interim Chief Financial Officer Harry L. You, the SPAC requests that the registration statement become effective at 4:00 p.m. Washington D.C. time on April 29, 2025, or as soon thereafter as practicable. The filing directs the Division of Corporation Finance to route effectiveness notices to Joel L. Why it matters: The correspondence signals administrative readiness to close the public offering phase under the original March 21, 2025 filing architecture, but delivers no information regarding target screening, acquisition negotiations, or investor protection mechanics. Because the entity remains in a SEARCHING status, the acceleration merely shortens regulatory clearance time without shifting shareholder conversion rights or triggering extension votes. The letter also confirms continued executive structure, with Harry L.
What changed: Amendment No. 3 to Registration Statement on Form S-1 (S-1/A) for an initial public offering by a blank check company (SPAC) seeking to raise $250 million. No new operational or transaction terms; this filing updates exhibits and legal opinions for a still-ongoing IPO registration. The filing contains a complete preliminary prospectus, a final underwriting agreement (Ex-1.1), and private placement warrant purchase agreements with the sponsor (Ex-10.4) and the underwriters (Ex-10.5). The structure remains: 25,000,000 units at $10.00/unit, a 24-month completion window, a $10.00 per share trust value (before interest/taxes), and standard redemption provisions. Why it matters: 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.
What changed: S-1/A (Amendment No. 2 to Registration Statement) for a SPAC initial public offering — this is a preliminary prospectus for Berto Acquisition Corp.'s IPO of 25,000,000 units at $10.00 per unit, each unit consisting of one ordinary share and one-half of one redeemable warrant. This amendment updates the registration statement with current offering terms, including the trust account deposit of $250,000,000 ($10.00 per public share), a 24-month completion window for an initial business combination, sponsor commitment to purchase 3,500,000 private placement warrants at $1.00 per warrant, founder shares issued at $0.003 per share, and details on redemption rights, extension provisions, and conflicts of interest. Why it matters: 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.
What changed: A routine compliance exhibit (CORRESP) detailing the Company’s draft responses to SEC Division of Corporation Finance staff comments on its Form S-1 registration statement. In response to directives from the SEC Staff dated April 11, 2025, the Company revised its Second Amended Registration Statement to restore dilution disclosures across quartile redemption thresholds (25%, 50%, 75%, and maximum redemption) and to reinstate the difference between the offering price and adjusted net tangible book value per share on the cover page and pages 100–101. Why it matters: This filing tracks mandatory pre-IPO prospectus drafting mechanics rather than active SPAC redemption deadlines, trust value distributions, extension votes, or business combination progress. The SEC Staff’s scrutiny of redemption-tier dilution tables and underwriter warrant compensation directly dictates how shareholder economics will be structured once the registration statement is declared effective, but the document confirms the sponsor remains in a SEARCHING phase with no executed merger agreement, no trust account withdrawal, and no defined redemption window.
What changed: SEC Division of Corporation Finance comment letter regarding Amendment No. 1 to Berto Acquisition Corp.'s Form S-1 registration statement. As reported by the SEC staff, the registrant previously removed dilution data for scenarios assuming 50% of maximum redemptions and stripped the difference between adjusted net tangible book value per share and the offering price for scenarios assuming 25% of maximum redemptions. Why it matters: 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.
What changed: Amendment No. 1 to Form S-1 registration statement for a blank check company initial public offering (SPAC IPO), including a preliminary prospectus. First amendment to the S-1 registration statement filed April 8, 2025. Updates include audited financial statements as of December 31, 2024, management discussion, risk factors, and detailed terms of the proposed 25,000,000-unit IPO at $10.00 per unit, each unit consisting of one ordinary share and one-half of one redeemable warrant. Also includes exhibits: amended and restated articles of association, warrant agreement, registration rights agreement, private placement warrants purchase agreement, code of ethics, committee charters, and clawback policy. Why it matters: 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.
What changed: SEC Division of Corporation Finance Comment Letter Response (CORRESP) submitted on behalf of Berto Acquisition Corp. regarding its Form S-1 Registration Statement. The Company acknowledged staff comments and revised its amended registration statement to disclose that anti-dilution adjustments—implemented by issuing share dividends or surrenders to preserve the initial shareholders’ 20% ownership stake upon consummation—may result in material dilution of public shares. Why it matters: 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.
What changed: SEC Division of Corporation Finance comment letter regarding Berto Acquisition Corp.'s Registration Statement on Form S-1 (File No. 333-286023), filed March 21, 2025. The SEC staff issued four targeting directives requiring prospectus amendments. Staff noted prior disclosures stating that initial shareholders will preserve 20% ownership through share dividends or surrenders if the offering size changes, and now require explicit warning that these anti-dilution adjustments may cause material dilution to public shares under Item 1602(a)(3) of Regulation S-K. Why it matters: 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.
What changed: Registration statement on Form S-1 for an initial public offering of a blank check company (SPAC) seeking to raise $250 million (or $287.5 million with over-allotment) by issuing units consisting of one ordinary share and one-half of one redeemable warrant. Initial filing; no prior public filings or amendments. The SPAC is newly formed (July 2024) and has not yet identified a business combination target. Why it matters: 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.
What changed: A Securities and Exchange Commission correspondence (CORRESP) filing submitting White & Case LLP’s responses on behalf of Berto Acquisition Corp. to the Division of Corporation Finance staff’s March 8, 2025 comment letter regarding a draft Registration Statement on Form S-1 originally filed February 10, 2025. Mechanics: The Company revised disclosure to clarify limitations on the number of business combination extensions and the consequences to the sponsor if an extension is not completed (pages 9, 28, 114). Why it matters: 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.
What changed: SEC Division of Corporation Finance comment letter on a draft Form S-1 registration statement. Why it matters: 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.
What changed: A confidential Draft Registration Statement on Form S-1 for an initial public offering of 25,000,000 units. None; this filing introduces a de novo blank check company incorporated on July 15, 2024. The prospectus proposes that, following the closing of the offering, $250,000,000 (up to $287,500,000 if the underwriters’ over-allotment option is exercised in full) will be deposited into a U.S.-located trust account administered by Continental Stock Transfer & Trust Company. The document establishes a 24-month completion window to consummate an initial business combination. Why it matters: 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.
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.