Berto Acquisition Corp. II (GUAC) investors report over 13% stake in 13G

Rhea-AI Filing Summary

Berto Acquisition Sponsor II LLC and related parties report significant ownership in Berto Acquisition Corp. II ordinary shares. The Sponsor reports beneficial ownership of 2,779,808 ordinary shares, representing 7.1% of the class, all held directly by Berto Acquisition Sponsor II LLC.

Harry L. You reports beneficial ownership of 5,311,910 ordinary shares (including 2,532,102 shares held in his Roth IRA and the Sponsor-held shares), or 13.5% of the class. Robert You reports 2,215,590 ordinary shares held in his Roth IRA, or 5.6% of the class. Percentages are based on 39,387,500 ordinary shares outstanding. The Sponsor also holds 3,500,000 warrants exercisable at $11.50 per share after the initial business combination, which are excluded from these beneficial ownership calculations because they are not exercisable within 60 days. The reporting persons are making a joint filing but state it should not be construed as forming a “group.”

Key Figures

Sponsor shares owned: 2,779,808 ordinary shares Harry L. You total ownership: 5,311,910 ordinary shares Harry L. You Roth IRA holdings: 2,532,102 ordinary shares +3 more

6 metrics

Sponsor shares owned 2,779,808 ordinary shares Beneficially owned by Berto Acquisition Sponsor II LLC; 7.1% of class

Harry L. You total ownership 5,311,910 ordinary shares Beneficial ownership including Roth IRA and Sponsor-held shares; 13.5% of class

Harry L. You Roth IRA holdings 2,532,102 ordinary shares Ordinary shares held by Harry L. You’s Roth IRA

Robert You ownership 2,215,590 ordinary shares Ordinary shares held by Robert You’s Roth IRA; 5.6% of class

Warrants held by Sponsor 3,500,000 warrants at $11.50 per share Ordinary Shares issuable 30 days after the initial business combination; excluded from 60-day beneficial ownership

Shares outstanding 39,387,500 ordinary shares Aggregate ordinary shares outstanding used to calculate ownership percentages

Key Terms

beneficial ownership, dispositive power, shared voting power, pecuniary interest, +1 more

5 terms

beneficial ownership financial

"Amount beneficially owned: See responses to row 9 on each cover page."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive power financial

"Sole Dispositive Power 0.00 8 | Shared Dispositive Power 2,779,808.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

shared voting power financial

"5 | Sole Voting Power 0.00 6 | Shared Voting Power 2,779,808.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

pecuniary interest financial

"disclaims any beneficial ownership ... other than to the extent of any pecuniary interest"

Schedule 13G regulatory

"The Reporting Persons have determined to make this filing jointly"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

What ownership stake does Berto Acquisition Sponsor II LLC report in GUAC?

Berto Acquisition Sponsor II LLC reports 2,779,808 ordinary shares of Berto Acquisition Corp. II, representing 7.1% of the outstanding class, all held directly by the Sponsor entity, with shared voting and dispositive power.

How many GUAC shares does Harry L. You beneficially own?

Harry L. You reports beneficial ownership of 5,311,910 ordinary shares, or 13.5% of the class, including 2,532,102 shares held in his Roth IRA and the shares held by Berto Acquisition Sponsor II LLC.

What is Robert You’s reported ownership percentage in GUAC?

Robert You reports beneficial ownership of 2,215,590 ordinary shares of Berto Acquisition Corp. II, all held in his Roth IRA, representing 5.6% of the company’s 39,387,500 outstanding ordinary shares.

How many GUAC warrants does the Sponsor hold and at what exercise price?

The Sponsor holds 3,500,000 warrants, each exercisable at $11.50 per share, beginning 30 days after the closing of the initial business combination; these underlying shares are excluded from current beneficial ownership.

On what share count are the GUAC ownership percentages based?

All reported ownership percentages are based on 39,387,500 ordinary shares outstanding of Berto Acquisition Corp. II, as referenced from a Form 10-Q filed on August 14, 2026.

Do the GUAC reporting persons consider themselves a group under Section 13(d)?

The filing states it is made jointly by the reporting persons for administrative convenience only and should not be construed as an admission that they constitute a “group” under Section 13(d)(3).

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Available on EDGAR 08/14/2026 - 05:15 PM Accepted by SEC EDGAR 08/14/2026 - 05:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Berto Acquisition Corp. II

(Name of Issuer)

ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G1051M100

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G1051M100

1

Names of Reporting Persons

Berto Acquisition Sponsor II LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,779,808.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,779,808.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,779,808.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) Berto Acquisition Sponsor II LLC (the "Sponsor") owns 2,779,808 ordinary shares, par value $0.0001 per share ("Ordinary Shares") of Berto Acquisition Corp. II (the "Issuer"). Harry L. You is the sole managing member of the Sponsor and shares voting and investment discretion with respect to the securities held of record by the Sponsor. Harry L. You disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (2) Excludes 3,500,000 Ordinary Shares issuable upon exercise of 3,500,000 warrants held by the Sponsor, each exercisable at $11.50 per share 30 days after the closing of the initial business combination, that are not exercisable within 60 days of the date hereof. (3) Based on an aggregate of 39,387,500 Ordinary Shares outstanding, as reported by the Issuer in its Form 10-Q filed with the U.S. Securities and Exchange Commission on August 14, 2026 (File No. 001-43293).

SCHEDULE 13G

CUSIP Number(s): G1051M100

1

Names of Reporting Persons

You Harry L.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,532,102.00
6	Shared Voting Power 2,779,808.00
7	Sole Dispositive Power 2,532,102.00
8	Shared Dispositive Power 2,779,808.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,311,910.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

13.5 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) Includes 2,532,102 Ordinary Shares held by Harry L. You's Roth IRA. (2) The Sponsor, Berto Acquisition Sponsor II LLC, owns 2,779,808 Ordinary Shares of the Issuer. Harry L. You is the sole managing member of the Sponsor and shares voting and investment discretion with respect to the securities held of record by the Sponsor. Harry L. You disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (3) Excludes 3,500,000 Ordinary Shares issuable upon exercise of 3,500,000 warrants held by the Sponsor, each exercisable at $11.50 per share 30 days after the closing of the initial business combination, that are not exercisable within 60 days of the date hereof. (4) Based on an aggregate of 39,387,500 Ordinary Shares outstanding, as reported by the Issuer in its Form 10-Q filed with the U.S. Securities and Exchange Commission on August 14, 2026 (File No. 001-43293).

SCHEDULE 13G

CUSIP Number(s): G1051M100

1

Names of Reporting Persons

You Robert

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,215,590.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,215,590.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,215,590.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.6 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) Includes 2,215,590 Ordinary Shares held by Robert You's Roth IRA. (2) Based on an aggregate of 39,387,500 Ordinary Shares outstanding, as reported by the Issuer in its Form 10-Q filed with the U.S. Securities and Exchange Commission on August 14, 2026 (File No. 001-43293).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Berto Acquisition Corp. II
(b)	Address of issuer's principal executive offices: 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144
Item 2.
(a)	Name of person filing: This statement is filed on behalf of Berto Acquisition Sponsor II LLC, Harry L. You and Robert You (the "Reporting Persons"). The Reporting Persons have determined to make this Schedule 13G filing jointly for administrative convenience only. This joint filing should not be construed as an admission that the Reporting Persons constitute a "group" for purposes of Section 13(d)(3) of the Act.
(b)	Address or principal business office or, if none, residence: The principal business address of the Reporting Persons is as follows: 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144
(c)	Citizenship: See responses to row 4 on each cover page.
(d)	Title of class of securities: ordinary shares, par value $0.0001 per share
(e)	CUSIP Number(s): G1051M100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See responses to row 9 on each cover page.
(b)	Percent of class: See responses to row 11 on each cover page. %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses to row 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See responses to row 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See responses to row 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See responses to row 8 on each cover page. The 2,779,808 Ordinary Shares reported by Berto Acquisition Sponsor II LLC and Harry L. You are held directly by Berto Acquisition Sponsor II LLC. Harry L. You is the sole managing member of the Sponsor and shares voting and dispositive control over the securities held directly by the Sponsor. Harry L. You disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Berto Acquisition Sponsor II LLC

Signature:	/s/ Harry L. You
Name/Title:	Harry L. You, Managing Member
Date:	08/14/2026

You Harry L.

Signature:	/s/ Harry L. You
Name/Title:	Harry L. You
Date:	08/14/2026

You Robert

Signature:	/s/ Robert You
Name/Title:	Robert You
Date:	08/14/2026

Exhibit Information

Exhibit 99.1: Joint Filing Agreement.