{"schema_version":"secwatch.filing_event.v1","accession":"0001829126-26-005417","form_type":"8-K","ticker":"GUAC","cik":"0002081515","company_name":"Berto Acquisition Corp. II","filed_at":"2026-05-18T20:15:38+00:00","discovered_at":"2026-05-18T20:17:00.211735+00:00","generated_at":"2026-05-18T21:10:50.088080+00:00","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Berto Acquisition Corp. II closes upsized $315.1M IPO, focuses on AI and infrastructure","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-005417","json":"https://secwatch.observer/filing/0001829126-26-005417.json","markdown":"https://secwatch.observer/filing/0001829126-26-005417.md","text":"https://secwatch.observer/filing/0001829126-26-005417.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/bertoacquisition2_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T21:10:50.088080+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5996bb1108","claim":"Sam Lynn was appointed as Director at Berto Acquisition Corp. II.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"743703df82","claim":"Darla K. Anderson was appointed as Director at Berto Acquisition Corp. II.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"80e0a7c50b","claim":"Constance K. Weaver was appointed as Director at Berto Acquisition Corp. II.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5247ad0ea7ed9ecfe4b3f3d10a3e833bf3f3e799","claim":"Berto Acquisition Corp. II: Adopted Amended and Restated Memorandum and Articles of Association in connection with the IPO (effective 2026-05-14).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-05-14"}],"fact_type":"governance_change"},{"claim_id":"0e9c5f8555cd2c81861f52bf9ba468bb601fefd8","claim":"Berto Acquisition Corp. II entered into Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2026-05-14).","evidence_excerpt":"● 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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Continental Stock Transfer & Trust Company"},{"label":"Effective","value":"2026-05-14"}],"fact_type":"material_agreement"},{"claim_id":"34820defc21f30c706460f570cea5233c98377cb","claim":"Berto Acquisition Corp. II entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2026-05-14).","evidence_excerpt":"● 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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Continental Stock Transfer & Trust Company"},{"label":"Effective","value":"2026-05-14"}],"fact_type":"material_agreement"},{"claim_id":"3b444f575c21f91b62b506644580e963bbc6ef72","claim":"Berto Acquisition Corp. II entered into Registration Rights Agreement with the Sponsor and the other holders named therein (effective 2026-05-14).","evidence_excerpt":"● 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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"the Sponsor and the other holders named therein"},{"label":"Effective","value":"2026-05-14"}],"fact_type":"material_agreement"},{"claim_id":"6c630597cfb606624f24f6579889b6ad40a43f79","claim":"Berto Acquisition Corp. II entered into Underwriting Agreement with Needham & Company, LLC (effective 2026-05-14).","evidence_excerpt":"● 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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Needham & Company, LLC"},{"label":"Effective","value":"2026-05-14"}],"fact_type":"material_agreement"},{"claim_id":"9192e9441bc39a3c9d9d1becd605cd1651bbe375","claim":"Berto Acquisition Corp. II entered into Sponsor Warrants Purchase Agreement with Berto Acquisition Sponsor II LLC (effective 2026-05-14).","evidence_excerpt":"● 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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Berto Acquisition Sponsor II LLC"},{"label":"Effective","value":"2026-05-14"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}