Berto Acquisition Corp(US:TACO)2025-11-13 21:30Financial 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]. - As of September 30, 2025, the company had approximately $325,000 in cash and a working capital of approximately $216,000[141]. 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 underwriting fee of approximately $1.5 million upon the closing of the Initial Public Offering[155]. - The company granted underwriters a 45-day option to purchase up to 3,915,000 additional Units to cover over-allotments, which was fully exercised on May 1, 2025[154]. - The Deferred Fee to underwriters is approximately $11.7 million, payable only if the company completes an Initial Business Combination[155]. Business Combination - The company has entered into a non-binding letter of intent for a potential business combination with OnMed LLC, a developer of healthcare infrastructure solutions[139]. - 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[133]. - The company has not yet selected a specific business combination target and has not initiated substantive discussions with any potential targets[127]. - Various macroeconomic and geopolitical risks could negatively impact the company's search for an Initial Business Combination[145]. Trust Account and Expenses - The company deposited $300.15 million in a Trust Account, which will be held until the completion of the Initial Business Combination or other specified conditions[131]. - The company will incur increased expenses due to being a public company, including legal and compliance costs[147]. - The company agreed to reimburse the Sponsor $15,000 per month for administrative services starting May 1, 2025, with a total of $45,000 recorded for the three months ended September 30, 2025[151]. - The company recorded $37,500 in general and administrative expenses for CFO services for the three months ended September 30, 2025[157]. - The company recorded an outstanding balance of $75,000 in accrued expenses related to administrative services as of September 30, 2025[151]. - As of September 30, 2025, the company had no off-balance sheet arrangements or contractual obligations[161]. 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[162]. - The company will indemnify the Sponsor from claims related to the Initial Public Offering or its operations, with indemnified parties unable to access Trust Account funds[153]. Warrant Valuation - The fair value per Public Warrant and Private Placement Warrant was approximately $0.144, based on a Monte Carlo simulation with an exercise price of $11.50 and an estimated underlying stock price of $10.07[160].