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.
Positive
None.
Negative
None.
Insights
Large institutional holder reports a mid-single-digit stake and shared control.
The filing attributes 1,635,487 shares to Linden Capital and reports that Linden Advisors and Siu Min Wong may be deemed beneficial owners of 1,700,000 shares as of May 18, 2026. Percentages are shown as 5.2% and 5.4% of outstanding shares.
Shared voting and dispositive power are disclosed; sole power is reported as zero. Subsequent filings or proxy materials would clarify any governance implications; timing and cash‑flow treatment are not specified in the provided excerpt.
Key Figures
Shares attributable to Linden Advisors/Mr. Wong:1,700,000 sharesShares held by Linden Capital:1,635,487 sharesPercent of class (Linden Advisors/Mr. Wong):5.4%+3 more
6 metrics
Shares attributable to Linden Advisors/Mr. Wong1,700,000 sharesas of May 18, 2026
Shares held by Linden Capital1,635,487 sharesas of May 18, 2026
Percent of class (Linden Advisors/Mr. Wong)5.4%as of May 18, 2026
Percent of class (Linden Capital/Linden GP)5.2%as of May 18, 2026
Sole voting power reported0sole voting power for each reporting person
Shared voting/dispositive power1,635,487 / 1,700,000 sharesshared power reported by entities as stated
Key Terms
beneficial owner, shared dispositive power, Schedule 13G, general partner
4 terms
beneficial ownerregulatory
"may be deemed the beneficial owner of 1,700,000 Shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared dispositive powerregulatory
"Shared Dispositive Power 1,635,487.00"
Schedule 13Gregulatory
"Item 1. (a) Name of issuer: Berto Acquisition Corp."
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.
general partnerother
"Linden GP is the general partner of Linden Capital"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
Linden Advisors and Siu Min Wong report beneficial ownership of 1,700,000 shares as of May 18, 2026. The filing states this equals approximately 5.4% of the outstanding ordinary shares.
How many shares does Linden Capital directly hold in GUACU?
Linden Capital directly holds 1,635,487 shares as of May 18, 2026. The filing attributes these shares to Linden Capital and shows shared voting and dispositive power for that amount.
Do the reporting persons have sole voting power over these GUACU shares?
No. The filing indicates 0 sole voting power for Linden Capital, Linden GP, Linden Advisors and Mr. Wong; voting and dispositive authority are reported as shared for the listed share counts.
What percentage of GUACU does Linden GP own according to the filing?
Linden GP is reported as beneficially owning 1,635,487 shares, representing approximately 5.2% of the outstanding shares as of May 18, 2026.
Why are multiple entities listed for the same holdings in GUACU?
The filing explains Linden GP is general partner of Linden Capital and Linden Advisors is the investment manager; Mr. Wong controls Linden Advisors. These relationships can create shared beneficial‑ownership attribution under reporting rules.
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)
G1051M126
(CUSIP Number)
05/18/2026
(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):
G1051M126
1
Names of Reporting Persons
Linden Capital L.P.
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
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,635,487.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,635,487.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,635,487.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
G1051M126
1
Names of Reporting Persons
Linden GP 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,635,487.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,635,487.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,635,487.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
G1051M126
1
Names of Reporting Persons
Linden Advisors LP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,700,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,700,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,700,000.00
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)
5.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G1051M126
1
Names of Reporting Persons
Siu Min Wong
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
0.00
6
Shared Voting Power
1,700,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,700,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,700,000.00
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)
5.4 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Berto Acquisition Corp. II
(b)
Address of issuer's principal executive offices:
1180 North Tower Center Drive, Suite 100, Las Vegas, NV 89144
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons")
i) Linden Capital L.P., a Bermuda limited partnership ("Linden Capital");
ii) Linden GP LLC, a Delaware limited liability company ("Linden GP");
iii) Linden Advisors LP, a Delaware limited partnership ("Linden Advisors"); and
iv) Siu Min (Joe) Wong ("Mr. Wong").
This Statement relates to Ordinary Shares, par value $0.0001 per share (the "Shares") of Berto Acquisition Corp. II (the "Issuer") held for the account of Linden Capital and one or more separately managed accounts (the "Managed Accounts"). Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by Linden Capital and the Managed Accounts.
(b)
Address or principal business office or, if none, residence:
The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022.
(c)
Citizenship:
i) Linden Capital is a Bermuda limited partnership.
ii) Linden GP is a Delaware limited liability company.
iii) Linden Advisors is a Delaware limited partnership.
iv) Mr. Wong is a citizen of China (Hong Kong) and the United States.
(d)
Title of class of securities:
Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G1051M126
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:
As of May 18, 2026, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 1,700,000 Shares. This amount consists of 1,635,487 Shares held by Linden Capital and 64,513 Shares held by the Managed Accounts. As of May 18, 2026 each of Linden GP and Linden Capital may be deemed the beneficial owner of the 1,635,487 Shares held by Linden Capital.
(b)
Percent of class:
As of May 18, 2026 each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 5.4% of Shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 5.2% of Shares outstanding.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Linden Capital and Linden GP: 0
Linden Advisors and Mr. Wong: 0
(ii) Shared power to vote or to direct the vote:
Linden Capital and Linden GP: 1,635,487
Linden Advisors and Mr. Wong: 1,700,000
(iii) Sole power to dispose or to direct the disposition of:
Linden Capital and Linden GP: 0
Linden Advisors and Mr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
Linden Capital and Linden GP: 1,635,487
Linden Advisors and Mr. Wong: 1,700,000
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See disclosure in Items 2 and 4 hereof.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A attached hereto.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Linden Capital L.P.
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, Authorized Signatory
Date:
05/19/2026
Linden GP LLC
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, Authorized Signatory
Date:
05/19/2026
Linden Advisors LP
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, General Counsel
Date:
05/19/2026
Siu Min Wong
Signature:
/S/ Saul Ahn
Name/Title:
Saul Ahn, Attorney-in-Fact for Siu Min Wong**
Date:
05/19/2026
Comments accompanying signature: **Duly authorized under Siu Min Wong's Power of Attorney, dated June 10, 2019, incorporated herein by reference to Exhibit B of the statement on Schedule 13G filed by Linden Capital L.P. on June 19, 2019 in respect of its holdings in Haymaker Acquisition Corp II.
