8-K
filed May 18, 2026, 4:15 PM ET
ticker GUAC
CIK 0002081515
other material
confidence high
sentiment neutral
materiality 0.75
Berto Acquisition Corp. II closes upsized $315.1M IPO, focuses on AI and infrastructure
Berto Acquisition Corp. II
- Raised total $318.6M: $315.1M from IPO (31.51M units at $10, including full over-allotment) and $3.5M from private placement of 3.5M warrants to sponsor.
- Trust account funded with $315.1M; funds restricted until business combination, redemption, or 24-month deadline.
- Company targets AI and AI infrastructure ecosystem; led by sponsor Harry You (tenth SPAC).
- Appointed independent directors Sam Lynn, Darla K. Anderson, Constance K. Weaver; board classified into three classes with Vikas Mittal.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sam Lynn was appointed as Director at Berto Acquisition Corp. II.
- Action
- appointed
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Darla K. Anderson was appointed as Director at Berto Acquisition Corp. II.
- Action
- appointed
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Constance K. Weaver was appointed as Director at Berto Acquisition Corp. II.
- Action
- appointed
- Role
- Director
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Berto Acquisition Corp. II: Adopted Amended and Restated Memorandum and Articles of Association in connection with the IPO (effective 2026-05-14).
- Change
- charter amendment
- Effective
- 2026-05-14
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Berto Acquisition Corp. II entered into Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2026-05-14).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Effective
- 2026-05-14
Exact text from the filing
● 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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Berto Acquisition Corp. II entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2026-05-14).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Effective
- 2026-05-14
Exact text from the filing
● 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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Berto Acquisition Corp. II entered into Registration Rights Agreement with the Sponsor and the other holders named therein (effective 2026-05-14).
- Action
- entry
- Counterparty
- the Sponsor and the other holders named therein
- Effective
- 2026-05-14
Exact text from the filing
● 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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Berto Acquisition Corp. II entered into Underwriting Agreement with Needham & Company, LLC (effective 2026-05-14).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- Needham & Company, LLC
- Effective
- 2026-05-14
Exact text from the filing
● 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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Berto Acquisition Corp. II entered into Sponsor Warrants Purchase Agreement with Berto Acquisition Sponsor II LLC (effective 2026-05-14).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Berto Acquisition Sponsor II LLC
- Effective
- 2026-05-14
Exact text from the filing
● 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.
View on SEC.gov
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