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Berto Acquisition (GUACU) insider reports 486,910-share restructuring move

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Insider You Harry L.
Role null
Type Security Shares Price Value
Other Ordinary Shares 232,102 $0.00 --
Other Ordinary Shares 254,808 $0.00 --
Holdings After Transaction: Ordinary Shares — 2,532,102 shares (Direct, null); Ordinary Shares — 2,779,808 shares (Indirect, See footnote.)
Footnotes (1)
  1. On May 15, 2026, Berto Acquisition Corp. II (the "Issuer") effected a share capitalization, resulting in the issue and allotment of 203,090 ordinary shares to the Reporting Person herein. The ordinary shares reported herein include up to 30,247 ordinary shares subject to forfeiture to Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-295343) (the "Registration Statement"). The ordinary shares reported herein include up to 345,631 ordinary shares subject to forfeiture to Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Issuer's Registration Statement. The ordinary shares reported herein include up to 33,236 ordinary shares subject to forfeiture to Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Issuer's Registration Statement. Berto Acquisition Sponsor II LLC (the "Sponsor") is the record holder of the securities reported herein. Harry L. You is the sole managing member of the Sponsor and has voting and investment discretion with respect to the ordinary shares 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. The ordinary shares reported herein include up to 379,442 ordinary shares subject to forfeiture to Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Issuer's Registration Statement.
Restructured shares 486,910 shares Total J-code restructuring transactions on May 15, 2026
Indirect transaction size 254,808 shares Ordinary shares in indirect J-code transaction
Direct transaction size 232,102 shares Ordinary shares in direct J-code transaction
Indirect holdings after 2,779,808 shares Total indirect ordinary shares following transaction
Direct holdings after 2,532,102 shares Total direct ordinary shares following transaction
Share capitalization allotment 203,090 shares Ordinary shares issued and allotted on May 15, 2026
Max forfeiture block 379,442 shares Ordinary shares potentially forfeitable under over-allotment option
Forfeiture block example 30,247 shares Ordinary shares potentially forfeitable depending on over-allotment exercise
share capitalization financial
"On May 15, 2026, Berto Acquisition Corp. II effected a share capitalization, resulting in the issue and allotment of 203,090 ordinary shares"
over-allotment option financial
"subject to forfeiture to Issuer depending on the extent to which the underwriters' over-allotment option is exercised"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
initial public offering of units financial
"exercised in connection with the Issuer's initial public offering of units, as described in the Issuer's Registration Statement"
Registration Statement on Form S-1 regulatory
"as described in the Issuer's Registration Statement on Form S-1 (File No. 333-295343)"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
ordinary shares financial
"resulting in the issue and allotment of 203,090 ordinary shares to the Reporting Person herein"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
Berto Acquisition Sponsor II LLC financial
"Berto Acquisition Sponsor II LLC (the "Sponsor") is the record holder of the securities reported herein"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
You Harry L.
(Last)(First)(Middle)
C/O BERTO ACQUISITION CORP. II
1180 NORTH TOWN CENTER DRIVE, SUITE 100
(Street)
LAS VEGAS NEVADA 89144
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Berto Acquisition Corp. II [ GUAC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Ordinary Shares05/15/2026J(1)232,102(1)(2)A$0(1)2,532,102(3)D
Ordinary Shares05/15/2026J(1)254,808(1)(4)(5)A$0(1)2,779,808(5)(6)I(5)See footnote.(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On May 15, 2026, Berto Acquisition Corp. II (the "Issuer") effected a share capitalization, resulting in the issue and allotment of 203,090 ordinary shares to the Reporting Person herein.
2. The ordinary shares reported herein include up to 30,247 ordinary shares subject to forfeiture to Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-295343) (the "Registration Statement").
3. The ordinary shares reported herein include up to 345,631 ordinary shares subject to forfeiture to Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Issuer's Registration Statement.
4. The ordinary shares reported herein include up to 33,236 ordinary shares subject to forfeiture to Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Issuer's Registration Statement.
5. Berto Acquisition Sponsor II LLC (the "Sponsor") is the record holder of the securities reported herein. Harry L. You is the sole managing member of the Sponsor and has voting and investment discretion with respect to the ordinary shares 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.
6. The ordinary shares reported herein include up to 379,442 ordinary shares subject to forfeiture to Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Issuer's Registration Statement.
/s/ Harry L. You, Name: Harry L. You05/15/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Harry L. You report for Berto Acquisition Corp. II (GUACU)?

Harry L. You reported two J-code transactions on May 15, 2026 involving a restructuring of 486,910 ordinary shares. One affected indirect holdings and the other direct holdings, both at a reported transaction price of $0.00 per share.

How many Berto Acquisition Corp. II shares does Harry L. You hold after these transactions?

After the May 15, 2026 restructuring, reported indirect holdings total 2,779,808 ordinary shares and direct holdings total 2,532,102 ordinary shares. These figures include shares that are potentially subject to forfeiture tied to the underwriters' over-allotment option.

What does the J transaction code mean in the Berto Acquisition Corp. II (GUACU) Form 4?

The Form 4 uses transaction code J, described as an “other acquisition or disposition.” In this case, both entries are classified as restructuring transactions, reflecting internal share reallocation rather than open-market buying or selling activity.

Are any of Harry L. You’s Berto Acquisition Corp. II shares subject to forfeiture?

Yes. The footnotes state that the ordinary shares reported include blocks of shares, such as up to 379,442 ordinary shares, that may be forfeited depending on how much of the underwriters' over-allotment option is exercised in the initial public offering of units.

What role did share capitalization play in the Berto Acquisition Corp. II insider filing?

A share capitalization on May 15, 2026 resulted in the issue and allotment of 203,090 ordinary shares to Harry L. You. This corporate action underlies part of the restructuring reflected in the J-code transactions disclosed in the Form 4.