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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 14, 2026
BERTO ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43293 |
|
99-1894162 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (702) 781-4313
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one ordinary share, $0.0001 par value, and one-third of one redeemable warrant |
|
GUACU |
|
The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share |
|
GUAC |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share |
|
GUACW |
|
The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On May 18, 2026, Berto Acquisition Corp. II (the “Company”) consummated its initial public offering (“IPO”) of 31,510,000 units (the “Units”), including the issuance of 4,110,000 Units as a result of the underwriters’ full exercise of their over-allotment option. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $315,100,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-295343) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 27, 2026, as amended (the “Registration Statement”):
| |
● |
An Underwriting Agreement, dated May 14, 2026, by and between the Company and Needham & Company, LLC, as the representative of the underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference. |
| |
● |
A Warrant Agreement, dated May 14, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference. |
| |
● |
A Letter Agreement, dated May 14, 2026, by and among the Company, Berto Acquisition Sponsor II LLC (the “Sponsor”), the initial shareholders, and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. |
| |
● |
An Investment Management Trust Agreement, dated May 14, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference. |
| |
● |
A Registration Rights Agreement, dated May 14, 2026, by and among the Company, the Sponsor and the other holders named therein, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference. |
| |
● |
A Private Placement Warrants Purchase Agreement, dated May 14, 2026, by and between the Company and the Sponsor (the “Sponsor Warrants Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference. |
| |
● |
An Administrative Services and Indemnification Agreement, dated May 14, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference. |
The material terms of such agreements are fully described in the Company’s final prospectus, dated May 14, 2026 as filed with the Commission on May 14, 2026 (the “Prospectus”) and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On May 18, 2026, simultaneously with the closing of the IPO, pursuant to the Sponsor Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “Sponsor Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Sponsor Private Placement Warrant, generating gross proceeds to the Company of $3,500,000.
The Sponsor Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except that, for so long as the Sponsor Private Placement Warrants are held by the Sponsor, the Sponsor Private Placement Warrants (i) may not (including the underlying shares), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial business combination, (ii) will be (including the underlying shares) entitled to registration rights, (iii) will not be redeemable by the Company and (iv) may be exercised by the holders on a cashless basis. The material terms of the Sponsor Private Placement Warrants are fully described in the Prospectus and are incorporated herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Sponsor Private Placement Warrants. The issuance of the Sponsor Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 14, 2026, in connection with the IPO, Sam Lynn, Darla K. Anderson and Constance K. Weaver were appointed to the board of directors of the Company. Mr. Lynn, Ms. Anderson and Ms. Weaver are independent directors. Effective May 14, 2026, Mr. Lynn, Ms. Anderson and Ms. Weaver were appointed to the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, with Mr. Lynn serving as chair of the Audit Committee, Ms. Weaver serving as chair of the Compensation Committee, and Ms. Anderson serving as chair of the Nominating and Corporate Governance Committee.
Following the appointment of Mr. Lynn, Ms. Anderson and Ms. Weaver, the Board is comprised of three classes. The term of office of the first class of directors, consisting of Ms. Anderson and Ms. Weaver, will expire at the Company’s first annual meeting of shareholders. The term of office of the second class of directors, consisting of Mr. Lynn, will expire at the Company’s second annual meeting of shareholders. The term of office of the third class of directors, consisting of Vikas Mittal, will expire at the Company’s third annual meeting of shareholders.
On May 14, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.5 to the Registration Statement.
Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.5 to the Registration Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On May 14, 2026, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Articles”), effective the same day. The terms of the Articles are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Articles is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $315,100,000 of the net proceeds from the IPO (which amount includes $12,288,900 of the underwriters’ deferred discount) and the sale of the Sponsor Private Placement Warrants was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to fund its working capital requirements, subject to an annual limit of $500,000 and to pay its taxes, if any, and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination in connection with a general meeting called to approve the initial business combination or without a shareholder vote by means of a tender offer, (ii) (x) the redemption of the Ordinary Shares included in the Units sold in the IPO (the “public shares”) if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO (the “completion window”), subject to applicable law or (y) if the Company extends the completion window and such extension is conditioned upon depositing additional funds into the trust account, upon the end of a 30-day cure period after the date any such funds were required to be deposited but were not so deposited or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s Articles not for the purpose of approving, or in conjunction with the consummation of, an initial business combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to rights of holders of the Company’s Ordinary Shares or pre-initial business combination activity.
On May 14, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On May 18, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated May 14, 2026, by and between the Company and Needham & Company, LLC, as representative of the underwriters. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| 4.1 |
|
Warrant Agreement, dated May 14, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| 10.1 |
|
Letter Agreement, dated May 14, 2026, by and among the Company, Berto Acquisition Sponsor II LLC, the initial shareholders, and each of the officers and directors of the Company. |
| 10.2 |
|
Investment Management Trust Agreement, dated May 14, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.3 |
|
Registration Rights Agreement, dated May 14, 2026, by and among the Company, Berto Acquisition Sponsor II LLC and the other holders named therein. |
| 10.4 |
|
Private Placement Warrants Purchase Agreement, dated May 14, 2026, by and between the Company and Berto Acquisition Sponsor II LLC. |
| 10.5 |
|
Administrative Services and Indemnification Agreement, dated May 14, 2026, by and between the Company and Berto Acquisition Sponsor II LLC. |
| 99.1 |
|
Press Release, dated May 14, 2026. |
| 99.2 |
|
Press Release, dated May 18, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
BERTO ACQUISITION CORP. II |
| |
|
|
| |
By: |
/s/ Robert You |
| |
|
Name: |
Robert You |
| |
|
Title: |
President and Chief Financial Officer |
| |
|
|
| Dated: May 18, 2026 |
|
|
Exhibit 99.1
Berto
Acquisition Corp. II Announces Pricing of Upsized $274,000,000 Initial Public Offering
NEW
YORK, May 14, 2026 – Berto Acquisition Corp. II (Nasdaq: GUACU) (the “Company”), the tenth special purpose
acquisition company sponsored by Harry You, today announced the pricing of its initial public offering of 27,400,000 units at $10.00
per unit. The units are expected to be listed on the Nasdaq Global Market (“Nasdaq”) and trade under the ticker symbol “GUACU”
beginning May 15, 2026. Each unit consists of one ordinary share and one-third of one redeemable warrant. Once the securities comprising
the units begin separate trading, the ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “GUAC”
and “GUACW”, respectively. The underwriter has been granted a 45-day option to purchase up to an additional 4,110,000 units
offered by the Company to cover over-allotments, if any. The offering is expected to close on May 18, 2026, subject to customary
closing conditions.
The
Company, which is led by Founder Harry You, is a blank check company incorporated as a Cayman Islands exempted company whose business
purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses.
Harry
You is an experienced executive, chief financial officer and board member with extensive experience with technology companies. Mr. You
has sponsored ten previous SPACs, including Berto Acquisition Corp., Coliseum Acquisition Corp., which completed its initial business
combination with Rain Enhancement Technologies, Inc. in December 2024, dMY Technology Group, Inc. IV, which completed its initial
business combination with Planet Labs, Inc. in December 2021, dMY Technology Group, Inc. III, which completed its initial business
combination with IonQ, Inc. in October 2021, dMY Technology Group, Inc. II, which completed its initial business combination with
Genius Sports Group in April 2021, dMY Technology Group, Inc., which completed its initial business combination with Rush Street
Interactive, Inc. in December 2020, and GTY Technology Holdings Inc., which completed its initial business combination with six
companies in the software as a service and cloud software industry in February 2019. In addition to his prior SPAC experience, Mr. You
executed several hundred investments and acquisitions as a managing director in the Investment Banking Division of Morgan Stanley and
two other firms from 1989 to 2001, Chief Financial Officer at Accenture from 2001 to 2004 and Oracle from 2004 to 2005, as well as EVP
in the Office of the Chairman in charge of Merger & Acquisition and Corporate Development at EMC from 2008 to 2016. Notably, Mr. You
helped architect the $67 billion buyout of EMC by Dell Technologies Inc., which is one of the largest technology acquisitions and leveraged
buyouts. Recently, as a member of the executive committee of the board of Broadcom, Mr. You provided input on the $92 billion acquisition
of VMware LLC by Broadcom. Mr. You has raised over $2 billion in capital relative to several SPACs and deSPAC transactions and as
a banker, has helped garner and execute several dozen initial public offerings of companies including the United Parcel Service, Inc.,
Galileo, and Perot Systems Corporation. Mr. You was Chief Financial Officer for Accenture in 2001 during its successful initial
public offering.
The
Company may pursue an acquisition opportunity in any industry or sector, and intends to capitalize on the ability of its management team
to identify and combine with a business or businesses that can benefit from the management team’s established relationships and
operating experience. While its focus is broad because of management’s perspective on technology, quantum computing and other growth
industries, having looked at over a thousand acquisition targets over the past decade, it will be examining in particular, opportunities
in artificial intelligence (“AI”) and the AI infrastructure and supply chain ecosystem, including mission critical components,
data, energy, and infrastructure businesses enabling the scaling of AI.
Needham
& Company is acting as the sole book-running manager of the offering. White & Case LLP is serving as legal counsel to the Company
and Ogier (Cayman) LLP is acting as Cayman counsel to the Company. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving as
legal counsel to the underwriters.
A
registration statement on Form S-1 relating to these securities has been filed with the Securities and Exchange Commission (“SEC”),
and was declared effective on May 14, 2026. The offering is being made only by means of a prospectus. Copies of the prospectus may
be obtained, when available, from Needham & Company, 250 Park Avenue, 10th Floor, New York, NY 10177, Attention: Prospectus Department,
prospectus@needhamco.com or by telephone at (800) 903-3268, or from the SEC website at www.sec.gov.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial
public offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or
that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration
statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website,
www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release,
except as required by law.
Contact:
Vikas
Mittal
Executive
Chairman
Berto
Acquisition Corp. II
vik@meteoracapital.com
Exhibit 99.2
Berto
Acquisition Corp. II Announces Closing of Upsized $315,100,000 Initial Public Offering
NEW YORK, May 18, 2026 – Berto Acquisition Corp. II (Nasdaq: GUACU) (the “Company”), the tenth special purpose acquisition company sponsored by Harry You, today announced the closing of its upsized initial public offering of 31,510,000 units at $10.00 per unit, including 4,110,000 units sold pursuant to the full exercise of the underwriters’ over-allotment option. The offering was priced at $10.00 per unit, resulting in gross proceeds of $315,100,000.
The units began trading on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “GUACU” on May 15, 2026. Each unit consists of one ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “GUAC” and “GUACW”, respectively.
Concurrently with the closing of the initial public offering, the Company closed on a private placement of 3,500,000 warrants at a price of $1.00 per warrant, resulting in gross proceeds of $3,500,000. The private placement warrants are identical to the warrants sold in this offering, subject to certain limited exceptions as described in the final prospectus.
The Company, which is led by Founder Harry You, is a blank check company incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any industry or sector, and intends to capitalize on the ability of its management team to identify and combine with a business or businesses that can benefit from the management team’s established relationships and operating experience. While its focus is broad because of management’s perspective on technology, quantum computing and other growth industries, having looked at over a thousand acquisition targets over the past decade, it will be examining in particular, opportunities in artificial intelligence (“AI”) and the AI infrastructure and supply chain ecosystem, including mission critical components, data, energy, and infrastructure businesses enabling the scaling of AI.
Needham & Company acted as the sole book-running manager of the offering. White & Case LLP is serving as legal counsel to the Company and Ogier (Cayman) LLP is acting as Cayman counsel to the Company. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving as legal counsel to the underwriters.
A registration statement relating to these securities was declared effective on May 14, 2026. The offering was made only by means of a prospectus. Copies of the final prospectus related to the offering may be obtained from Needham & Company, 250 Park Avenue, 10th Floor, New York, NY 10177, Attention: Prospectus Department, prospectus@needhamco.com or by telephone at (800) 903-3268, or from the SEC website at www.sec.gov.
Of the net proceeds received from the consummation of the initial public offering and simultaneous private placement, $315,100,000 ($10.00 per unit sold in the public offering) was placed in trust. An audited balance sheet of the Company as of May 18, 2026 reflecting receipt of the proceeds upon consummation of the initial public offering and the private placement will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the SEC.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds of the initial public offering and simultaneous private placement. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Vikas Mittal
Executive Chairman
Berto Acquisition Corp. II
vik@meteoracapital.com
606258137v.2
