Financial Performance - As of December 31, 2025, the company reported a net income of approximately $7.9 million, primarily from $8.5 million in interest income, offset by $647,000 in general and administrative expenses [312]. - The company incurred a net loss of approximately $738,000 for the period from July 15, 2024, through December 31, 2024, consisting solely of general and administrative expenses [313]. - The company had a working capital deficit of approximately $1,300 as of December 31, 2025, with cash reserves of about $579,000 [304]. Initial Public Offering (IPO) - The company completed its Initial Public Offering (IPO) on May 1, 2025, raising gross proceeds of $300.15 million from the issuance of 30,015,000 Units at $10.00 per Unit, with offering costs of approximately $17.8 million [293]. - Underwriters were granted a 45-day option to purchase up to 3,915,000 additional Units, which was fully exercised on May 1, 2025 [318]. - The upfront underwriting fee amounted to approximately $1.5 million, with a Deferred Fee of about $11.7 million payable upon completion of an Initial Business Combination [319]. - Offering costs related to the Initial Public Offering were charged against shareholders' deficit upon completion [323]. Business Strategy - The company is focused on acquiring businesses in technology, particularly in AI, wellness, longevity, and aesthetics sectors, having reviewed over a thousand acquisition targets [291]. - The company has entered into a non-binding Letter of Intent (LOI) with OnMed for a potential business combination, which expired on March 23, 2026 [303]. Financial Management - The company has a Trust Account holding $300.15 million, which will be used for the Initial Business Combination, with funds held until either the completion of the business combination or shareholder redemption [295]. - The company may utilize up to $1.5 million in Working Capital Loans convertible into warrants at $1.00 per warrant, should the Initial Business Combination close [306]. - The company recognizes non-operating income from investment income in the Trust Account and anticipates increased expenses due to public company compliance [311]. - The company agreed to reimburse the Sponsor $15,000 per month for administrative services starting May 1, 2025, totaling $120,000 recorded for the year ended December 31, 2025 [315]. - A quarterly fee of $37,500 will be paid to Meteora for CFO services, totaling $75,000 recorded for the year ended December 31, 2025 [321]. - The company recorded an outstanding balance of $120,000 in accrued expenses related to administrative services as of December 31, 2025 [315]. Regulatory Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [326]. - The company is exempt from certain reporting requirements for five years post-Initial Public Offering, including auditor's attestation on internal controls [327]. - The company’s articles restrict public shareholders from redeeming more than 15% of public shares without prior consent [301]. Valuation - The fair value of Public Warrants and Private Placement Warrants was measured at approximately $0.144 per warrant, based on a $11.50 exercise price and a 5.4% volatility rate [324]. - As of December 31, 2025, the company had no off-balance sheet arrangements or contractual obligations [325].

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of approximately $3.2 million, primarily from $3.3 million of interest income[148]. - For the nine months ended September 30, 2025, the company reported a net income of approximately $5.0 million, consisting of approximately $5.4 million of interest income[149]. - The company has incurred approximately $427,000 in general and administrative expenses for the nine months ended September 30, 2025[149]. - The company recorded $37,500 in general and administrative expenses related to the CFO Services Agreement with Meteora for the three months ended September 30, 2025[157]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $300.15 million from the sale of 30,015,000 Units at $10.00 per Unit, with offering costs of approximately $17.8 million[129]. - The underwriters received an upfront fee of approximately $1.5 million and 3,750,000 Underwriter Private Placement Warrants upon the closing of the Initial Public Offering[155]. - The underwriters were granted a 45-day option to purchase up to 3,915,000 additional Units to cover over-allotments, which was fully exercised[154]. Business Combination - The company has entered into a non-binding letter of intent for a potential business combination with OnMed LLC, a healthcare infrastructure solutions developer[139]. - The company has not yet selected a specific business combination target and has not initiated substantive discussions with any potential targets[127]. - The company intends to apply substantially all net proceeds from the IPO towards consummating an Initial Business Combination with a target business having an aggregate fair market value of at least 80% of the Trust Account[133]. - The company may pay consulting or advisory fees to its Sponsor or affiliates in connection with the Initial Business Combination[152]. Trust Account - The Trust Account holds $300.15 million in net proceeds from the IPO and Private Placement, which will be invested in cash or U.S. government securities[131]. - The company will cease operations and redeem Public Shares if it fails to complete the Initial Business Combination within the Completion Window[138]. - The company will indemnify the Sponsor from claims related to the Initial Public Offering or business operations, with indemnified parties unable to access Trust Account funds[153]. Accounting and Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[162]. - The company has identified critical accounting policies that may materially differ from actual results, affecting reported amounts of assets and liabilities[158]. - The fair value of the Public Warrants and Private Placement Warrants was measured at approximately $0.144 per warrant, based on an exercise price of $11.50 and an estimated underlying stock price of $10.07[160]. - The company has no off-balance sheet arrangements or contractual obligations as of September 30, 2025[161].

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of approximately $1.9 million, primarily from $2.1 million of interest income, offset by $229,000 in general and administrative expenses [141]. - For the six months ended June 30, 2025, the company had a net income of approximately $1.8 million, with similar income sources as the quarterly results [142]. - As of June 30, 2025, the company had approximately $361,000 in cash and a working capital of approximately $392,000 [134]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $300.15 million from the sale of 30,015,000 Units at $10.00 per Unit, with offering costs of approximately $17.8 million [122]. - The upfront underwriting fee amounted to approximately $1.5 million, with a Deferred Fee of approximately $11.7 million payable upon completion of an Initial Business Combination [148]. - The underwriters were granted a 45-day option to purchase up to 3,915,000 additional Units, which was fully exercised on May 1, 2025 [147]. - The company recorded offering costs associated with the Initial Public Offering, which were charged against the carrying value of ordinary shares subject to possible redemption [152]. Business Combination - The company intends to apply substantially all net proceeds from the IPO towards consummating an Initial Business Combination with a target business valued at least 80% of the Trust Account [127]. - The company has not yet selected a specific business combination target and has not initiated substantive discussions with any potential targets [120]. - The company has the option to redeem Public Shares for a pro rata portion of the Trust Account funds upon completion of an Initial Business Combination [128]. - The company may pay cash compensation to independent directors and consulting fees to affiliates in connection with the Initial Business Combination [145]. Trust Account - The Trust Account holds $300.15 million in net proceeds from the IPO and Private Placement, which will be invested in cash or U.S. government securities [125]. Risks and Expenses - The company faces various macroeconomic and geopolitical risks that could impact its search for an Initial Business Combination [138]. - The company may incur increased expenses due to being a public entity, including legal and compliance costs, as well as due diligence expenses [140]. Sponsor and Warrant Information - The company agreed to reimburse the Sponsor $15,000 per month for administrative services starting May 1, 2025, with an outstanding balance of $30,000 recorded as of June 30, 2025 [144]. - The fair value of the Public Warrants and Private Placement Warrants was measured at approximately $0.144 per warrant, based on an exercise price of $11.50 and an estimated underlying stock price of $10.07 [153]. - The holders of certain warrants have registration rights, including up to three demands for registration of securities [143]. - The company will indemnify the Sponsor from claims related to the Initial Public Offering and its operations [146]. Company Status - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [155]. - The company does not have any off-balance sheet arrangements or contractual obligations as of June 30, 2025 [154].

IPO and Financial Proceeds - The Initial Public Offering (IPO) generated gross proceeds of $300.15 million from the sale of 30,015,000 units at $10.00 per unit, with offering costs of approximately $17.8 million[123]. - A total of 3,500,000 warrants were issued in a private placement to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $3.5 million[124]. - The Trust Account holds $300.15 million of net proceeds from the IPO, which will be used for the Initial Business Combination[126]. - The upfront underwriting fee amounted to approximately $1.5 million, with a deferred underwriting fee of approximately $11.7 million contingent on the completion of an Initial Business Combination[147]. - Deferred offering costs related to the Initial Public Offering will be charged against the carrying value of ordinary shares upon completion[150]. Financial Position and Performance - As of March 31, 2025, the company had approximately $11,000 in cash and a working capital deficit of approximately $1.1 million[134]. - The company incurred a net loss of approximately $18,000 for the three months ended March 31, 2025, consisting solely of general and administrative expenses[141]. - As of March 31, 2025, there were no off-balance sheet arrangements or contractual obligations reported[152]. Business Combination and Operations - The Initial Business Combination must involve businesses with an aggregate fair market value of at least 80% of the Trust Account value at the time of the agreement[128]. - The company has not yet selected a specific business combination target and has not initiated substantive discussions with any potential targets[121]. - The company will cease operations and redeem Public Shares if the Initial Business Combination is not completed within 24 months from the IPO closing date, which is May 1, 2027[133]. - The company may incur increased expenses due to being a public entity, including legal and compliance costs, and will generate non-operating income from investment income in the Trust Account[140]. - The company may pay cash compensation to independent directors and consulting fees to affiliates in connection with the Initial Business Combination[144]. Risks and Regulatory Considerations - Risks such as inflation, geopolitical tensions, and regulatory changes could adversely affect the company's search for an Initial Business Combination[139]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[153]. Sponsor and Warrant Information - The company will indemnify its Sponsor from claims related to the Initial Public Offering or business operations, with indemnified parties unable to access Trust Account funds[145]. - The holders of certain warrants have registration rights, including up to three demands for registration of securities[142]. - There are currently no Public or Private Warrants outstanding as of March 31, 2025[151]. - The company agreed to reimburse the Sponsor $15,000 per month for administrative services starting May 1, 2025, ceasing upon the Initial Business Combination[143]. Underwriter Provisions - The underwriters were granted a 45-day option to purchase up to 3,915,000 additional Units to cover over-allotments at the Initial Public Offering price[146].

As filed with the U.S. Securities and Exchange Commission on April 17, 2025. Registration No. 333-286023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BERTO ACQUISITION CORP. Tel: (702) 781-4313 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Harry L. You Executive Chairman and Interim Chief Financial Officer 1180 North Town Cente ...

As filed with the U.S. Securities and Exchange Commission on April 14, 2025. Registration No. 333-286023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BERTO ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 99-4250815 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial (I.R.S. Employer 1180 North Town Center Drive, Su ...

As filed with the U.S. Securities and Exchange Commission on April 8, 2025. Registration No. 333-286023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BERTO ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 99-4250815 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Ident ...

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BERTO ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 99-4250815 As filed with the U.S. Securities and Exchange Commission on March 21, 2025. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (State or other jurisdiction of incorporation or organization) (Address, including zip code, and telephone number, including area code, of registrant's principal e ...