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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.”
Berto Acquisition Corp. II, a Cayman Islands SPAC, completed its IPO on May 18, 2026, issuing 31,510,000 units at $10.00 each for gross proceeds of $315.1 million, alongside a $3.5 million private placement of 3,500,000 warrants to its sponsor.
As of June 30, 2026, the company held $316.4 million in a U.S. Trust Account and $1.1 million of cash outside the trust, supporting working capital of about $1.5 million. Public shares are fully redeemable and recorded as temporary equity. The quarter’s net income of $1.07 million and year-to-date net income of $0.96 million were driven almost entirely by interest on trust investments, offset by general and administrative expenses.
The SPAC has until May 18, 2028 (or August 18, 2028 with a qualifying agreement) to complete an initial business combination or liquidate and redeem public shares. Management believes current liquidity, plus potential sponsor funding, is sufficient for at least one year while it searches for a target.
Berto Acquisition Corp. II states that President and Chief Financial Officer Robert You resigned effective immediately on July 31, 2026. The company states that his resignation was not due to any disagreement with management, the board, or with operations, policies or practices.
The board appointed Executive Chairman Vikas Mittal, age 46, as Interim Chief Financial Officer, effective the same day, while an executive search for a permanent CFO is conducted. Mittal leads Meteora Capital, LLC, which acquired 300,000 founder shares for $1,043.48 and received a $500,000 cash fee under a consulting agreement related to the SPAC’s IPO. He is party to indemnity, letter and registration rights agreements and has executed an omnibus joinder to those agreements.
Berto Acquisition Corp. II is allowing holders of its units to begin separately trading the ordinary shares and warrants included in those units on or about July 6, 2026. Each unit consists of one ordinary share with a par value of $0.0001 and one-third of one redeemable warrant.
Separated ordinary shares will trade on Nasdaq under the symbol GUAC, warrants under GUACW, and any units not separated will continue to trade under GUACU. No fractional warrants will be issued and only whole warrants will trade. The company is a blank check vehicle aiming to complete a business combination, with particular interest in opportunities related to artificial intelligence and its supporting infrastructure.
Berto Acquisition Corp. II completed its initial public offering of 31,510,000 units at $10.00 per unit, raising gross proceeds of $315.1 million. Each unit includes one ordinary share and one-third of a redeemable warrant exercisable at $11.50 per share after a future business combination.
The company also sold 3,500,000 private placement warrants to its sponsor for $3.5 million. In total, $315,100,000, including $12,288,900 of deferred underwriting commissions, was placed in a U.S. trust account to fund a future acquisition. The accompanying audited balance sheet shows total assets of $317.3 million and a shareholders’ deficit driven by the classification of 31,510,000 public shares as redeemable at $10.00 per share.
Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander reported beneficial ownership of 2,100,000 ordinary shares of Berto Acquisition Corp. II, representing 5.3% of the class. The filing shows shared voting power and shared dispositive power over these shares.
The Schedule 13G lists the issuer CUSIP G1051M126, gives the issuer's principal office in Las Vegas, and attaches a Joint Filing Agreement dated May 20, 2026 among the three filers. Signatures are provided by Gil Raviv and Israel A. Englander.
Berto Acquisition Corp. II Schedule 13G: Linden Advisors, Linden Capital, Linden GP and Siu Min (Joe) Wong report shared beneficial ownership of the issuer's ordinary shares as of May 18, 2026.
The filing states 1,700,000 shares are attributable to Linden Advisors and Mr. Wong and 1,635,487 shares are held by Linden Capital; these represent approximately 5.4% and 5.2% of the class, respectively. Ownership reflects shared voting and dispositive power; sole voting and dispositive power are reported as 0.
Berto Acquisition Corp. II, a Cayman Islands-based special purpose acquisition company, completed an upsized initial public offering of 31,510,000 units at $10.00 per unit, raising gross proceeds of $315,100,000. Each unit includes one ordinary share and one-third of a redeemable warrant.
Concurrently, the company sold 3,500,000 private placement warrants at $1.00 each for additional gross proceeds of $3,500,000. A total of $315,100,000, including $12,288,900 of deferred underwriting discount, was placed in a U.S. trust account to fund a future business combination within a 24-month completion window. The board was expanded with three independent directors and new governance documents and key SPAC agreements became effective.
Berto Acquisition Corp. II files a prospectus for an initial public offering of 27,400,000 units at $10.00 per unit, aggregating to $274,000,000 (or $315,100,000 if the underwriters’ full over‑allotment option is exercised). Each unit consists of one ordinary share and one‑third of a redeemable warrant; whole warrants exercise at $11.50 per share and become exercisable 30 days after a business combination. Proceeds (after offering fees) will be deposited in a U.S. trust account. The sponsor will purchase 3,500,000 private placement warrants at $1.00 each and founder shareholders hold 7,877,500 founder shares, which the prospectus says will cause immediate dilution to public shareholders.
Berto Acquisition Corp. II major shareholder Harry L. You reported two J-code transactions in ordinary shares on May 15, 2026, reflecting an internal restructuring rather than a market buy or sell. One transaction involved 254,808 ordinary shares held indirectly, with total indirect holdings reported as 2,779,808 shares afterward. A second transaction involved 232,102 ordinary shares held directly, bringing direct holdings to 2,532,102 shares.
The restructuring totals 486,910 shares and follows a share capitalization in which 203,090 ordinary shares were issued and allotted to Harry L. You. The reported holdings include blocks of ordinary shares that may be forfeited depending on how much of the underwriters' over-allotment option is exercised in connection with the company’s initial public offering of units. Some of the reported shares are held of record by Berto Acquisition Sponsor II LLC, where Harry L. You is the sole managing member and he disclaims beneficial ownership beyond any pecuniary interest.