--- 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" generated_at: "2026-05-18T21:10:50.088080+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Berto Acquisition Corp. II closes upsized $315.1M IPO, focuses on AI and infrastructure ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001829126-26-005417 - JSON: https://secwatch.observer/filing/0001829126-26-005417.json - Plain text: https://secwatch.observer/filing/0001829126-26-005417.txt ## Key facts - Executive change Sam Lynn was appointed as Director at Berto Acquisition Corp. II. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm - Executive change Darla K. Anderson was appointed as Director at Berto Acquisition Corp. II. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm - Executive change Constance K. Weaver was appointed as Director at Berto Acquisition Corp. II. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm - Governance Changes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm - Material Agreements 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 source text: ● 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_url: https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm - Material Agreements 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 source text: ● 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_url: https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm - Material Agreements 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 source text: ● 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_url: https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm - Material Agreements 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 source text: ● 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_url: https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm - Material Agreements 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 source text: ● 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_url: https://www.sec.gov/Archives/edgar/data/2081515/000182912626005417/0001829126-26-005417-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.