Berto Acquisition Corp(US:TACO)2025-08-13 20:55IPO 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[122]. - The Trust Account holds $300.15 million in net proceeds from the IPO and Private Placement, which will remain until the completion of the Initial Business Combination or other specified conditions[125]. - The company intends to apply substantially all net proceeds from the IPO towards consummating an Initial Business Combination with businesses having an aggregate fair market value of at least 80% of the Trust Account[127]. - The upfront underwriting fee amounted to approximately $1.5 million, with a deferred fee of about $11.7 million contingent on completing an Initial Business Combination[148]. 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[141]. - For the six months ended June 30, 2025, the company reported a net income of approximately $1.8 million, also primarily from $2.1 million of interest income[142]. - As of June 30, 2025, the company had approximately $361,000 in cash and a working capital of approximately $392,000[134]. Business Combination and Strategy - The company has not yet selected a specific business combination target and has not initiated substantive discussions with any potential targets[120]. - The company may incur increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses[140]. - The company has the option to provide Working Capital Loans to finance transaction costs related to the Initial Business Combination, which may be convertible into warrants[136]. - Various macroeconomic and geopolitical risks, including inflation and conflicts, could adversely affect the company's search for an Initial Business Combination[138]. Administrative and Operational Matters - The company agreed to reimburse the Sponsor $15,000 per month for administrative services starting May 1, 2025[144]. - As of June 30, 2025, the company recorded an outstanding balance of $30,000 in accrued expenses related to administrative fees[144]. - The company may pay cash compensation to independent directors and consulting fees to affiliates in connection with the Initial Business Combination[145]. - The company will indemnify the Sponsor from claims related to the Initial Public Offering or its operations[146]. Regulatory and Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[155]. - The company is exempt from certain reporting requirements for five years following the completion of its Initial Public Offering[156]. - The company has no off-balance sheet arrangements or contractual obligations as of June 30, 2025[154]. Underwriting and Warrant Information - 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 fair value per warrant was approximately $0.144, based on an exercise price of $11.50 and an estimated underlying stock price of $10.07[153].