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.
Positive
None.
Negative
None.
Insights
Large manager reports a passive 5.3% stake with shared control signals.
The filing states 2,100,000 shares are reported as beneficially held with shared voting and shared dispositive power. The disclosure attributes holdings to entities controlled by Millennium and to Mr. Englander, with a joint filing agreement dated May 20, 2026.
Cash‑flow treatment and acquisition timing are not stated in the excerpt; subsequent filings would show changes in position or method of acquisition if they occur.
The submission documents coordinated reporting by related entities and clarifies voting/dispositive arrangements.
The Schedule 13G explains that the securities "are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers" and that this should not be construed as an admission of beneficial ownership. That phrasing preserves standard manager/portfolio structure.
Investors can reference the Joint Filing Agreement for the group's internal allocation of reporting responsibility; the filing itself does not allocate economic ownership among affiliated entities.
Key Figures
Shares reported beneficially owned:2,100,000 sharesPercent of class:5.3%CUSIP:G1051M126+2 more
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.
beneficially ownedregulatory
"Item 4. Ownership (a) Amount beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 2,100,000.00"
Joint Filing Agreementlegal
"Exhibit I: Joint Filing Agreement, dated as of May 20, 2026"
They report beneficial ownership of 2,100,000 shares, equal to 5.3% of Berto Acquisition Corp. II's ordinary shares, as disclosed on the Schedule 13G cover pages.
Who filed the Schedule 13G for GUACU?
The filing was made jointly by Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander, and includes a Joint Filing Agreement dated May 20, 2026.
Does the Schedule 13G show voting control for Millennium?
The filing discloses shared voting power and shared dispositive power over the 2,100,000 shares; sole voting and sole dispositive power are shown as 0.00 on the cover pages.
What is the issuer and where is its principal office listed?
The issuer is Berto Acquisition Corp. II, class titled "Ordinary Shares, par value $0.0001 per share," with principal executive offices at 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144.
What CUSIP is associated with the disclosed shares?
The Schedule 13G lists the CUSIP for the ordinary shares as G1051M126 on the cover page.
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)
05/15/2026
(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
Millennium Management 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
2,100,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,100,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,100,000.00
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)
5.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G1051M126
1
Names of Reporting Persons
Millennium Group Management 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
2,100,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,100,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,100,000.00
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)
5.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
G1051M126
1
Names of Reporting Persons
Israel A. Englander
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
2,100,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,100,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,100,000.00
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)
5.3 %
12
Type of Reporting Person (See Instructions)
IN
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:
Millennium Management LLC
Millennium Group Management LLC
Israel A. Englander
(b)
Address or principal business office or, if none, residence:
Millennium Management LLC
399 Park Avenue
New York, New York 10022
Millennium Group Management LLC
399 Park Avenue
New York, New York 10022
Israel A. Englander
c/o Millennium Management LLC
399 Park Avenue
New York, New York 10022
(c)
Citizenship:
Millennium Management LLC - Delaware
Millennium Group Management LLC - Delaware
Israel A. Englander - 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:
See response to Item 9 on each cover page.
(b)
Percent of class:
See response to Item 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 response to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See response to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on each cover page.
The securities disclosed herein as potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities.
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.
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 I
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.
Millennium Management LLC
Signature:
/s/ Gil Raviv
Name/Title:
Gil Raviv, Global General Counsel
Date:
05/20/2026
Millennium Group Management LLC
Signature:
/s/ Gil Raviv
Name/Title:
Gil Raviv, Global General Counsel
Date:
05/20/2026
Israel A. Englander
Signature:
/s/ Israel A. Englander
Name/Title:
Israel A. Englander
Date:
05/20/2026
Exhibit Information
Exhibit I: Joint Filing Agreement, dated as of May 20, 2026, by and among Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
