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].
Berto Acquisition Corp Unit(TACOU) - 2025 Q3 - Quarterly Report