Berto Acquisition Corp Unit(TACOU) - 2025 Q1 - Quarterly Report

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].