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): October 29, 2025
BERTO ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42620 |
|
99-4250815 |
(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, consisting of one ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
TACOU |
|
The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share |
|
TACO |
|
The Nasdaq Stock Market LLC |
| Warrants entitling the holder to purchase one ordinary share, par value $0.0001 per share |
|
TACOW |
|
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) |
| |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
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. ☐
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Item
7.01. |
Regulation
FD Disclosure. |
On
October 29, 2025, Berto Acquisition Corp., a special purpose acquisition company (“Berto”),
and OnMed LLC, a developer of healthcare infrastructure solutions (“OnMed”),
issued a joint press release announcing that they have entered into a non-binding letter of intent for a potential business
combination. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
No
assurances can be made that Berto and OnMed will successfully negotiate and enter into a definitive agreement, or that the proposed transaction
will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to the completion of
due diligence, the negotiation of a definitive agreement providing for the proposed business combination, satisfaction of the conditions
negotiated therein, board and equity holder approval, regulatory approvals, and other customary conditions.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the
Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.
Additional
Information and Where to Find It
If
a definitive agreement is entered into in connection with the proposed business combination, Berto or a newly formed holding company
will prepare a registration statement, including a proxy statement/prospectus, to be filed with the U.S. Securities and Exchange Commission
(“SEC”). The proxy statement/prospectus will be mailed to Berto’s shareholders.
Berto urges investors and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents
filed with the SEC, because these documents will contain important information about the proposed business combination. Such persons
can also read Berto’s reports filed with the SEC for a description of the security holdings of its officers and directors and their
respective interests as security holders in the consummation of the transactions described herein. The proxy statement/prospectus, once
available, and Berto’s reports can be obtained, without charge, at the SEC’s website (http://www.sec.gov).
Participants
in the Solicitation
OnMed
and Berto and their respective directors, executive officers and other members of their management and employees, under SEC rules, may
be deemed to be participants in the solicitation of proxies of Berto’s shareholders in connection with the proposed business combination.
Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Berto’s
directors and officers in Berto’s reports filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to Berto’s shareholders in connection with the proposed business combination will be
set forth in the proxy statement/prospectus for the proposed business combination when available. Information concerning the interests
of OnMed’s and Berto’s participants in the solicitation, which may, in some cases, be different than those of their respective
equityholders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes
available.
Forward-Looking
Statements:
This
Current Report on Form 8-K and the exhibit hereto include “forward-looking statements” with respect to Berto and OnMed. The
expectations, estimates, and projections of the businesses of OnMed and Berto may differ from their actual results and consequently,
you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements
include, without limitation, expectations with respect to future performance and anticipated financial impacts of the proposed transaction,
the satisfaction of the closing conditions to the proposed transaction, and the timing of the completion of the proposed transaction.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially
from the expected results. Most of these factors are outside of the control of OnMed and Berto and are difficult to predict. In addition
to the factors described in the exhibit hereto under the heading “Details of the Proposed Transaction”, factors that may
cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give
rise to the termination of the negotiations and any subsequent definitive agreements with respect to the proposed business combination,
and the possibility that the terms and conditions set forth in any definitive agreements with respect to the proposed business combination
may differ materially from the terms and conditions set forth in the letter of intent; (2) the outcome of any legal proceedings that
may be instituted against the parties following the announcement of the proposed business combination and any definitive agreements with
respect thereto; (3) the inability to complete the proposed transaction, including due to failure to obtain approval of the shareholders
of OnMed and Berto or other conditions to closing; (4) the inability to obtain or maintain the listing of the post-acquisition company’s
common stock on Nasdaq, the New York Stock Exchange, or another national securities exchange following the proposed transaction; (5)
the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the
proposed transaction; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among
other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (7)
costs related to the proposed transaction; (8) changes in applicable laws or regulations; and (9) other risks and uncertainties included
in documents filed or to be filed with the SEC by OnMed and Berto. The foregoing list of factors is not exclusive. You should not place
undue reliance upon any forward-looking statements, which speak only as of the date made. OnMed and Berto do not undertake or accept
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in
their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by
law. Past performance by OnMed’s or Berto’s management teams and their respective affiliates is not a guarantee of future
performance. Therefore, you should not place undue reliance on the historical record of the performance of OnMed’s or Berto’s
management teams or businesses associated with them as indicative of future performance of an investment or the returns that OnMed or
Berto will, or are likely to, generate going forward.
No
Offer or Solicitation
This
Current Report on Form 8-K and the exhibit hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect
to any securities or in respect of the proposed transaction. This Current Report on Form 8-K and the exhibit hereto shall also not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction.
| Item 9.01. |
Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release, dated October 29, 2025. |
| 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.
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BERTO ACQUISITION CORP. |
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By: |
/s/ Harry L. You |
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Name: |
Harry L. You |
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Title: |
Executive Chairman |
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| Dated: October 29, 2025 |
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