Berto Acquisition Corp(US:TACO)2025-06-12 21:10IPO 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 additional 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]. - 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]. 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, the company reported no off-balance sheet arrangements or contractual obligations[152]. Business Combination Plans - 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 a completion window of 24 months from the IPO closing date, or until May 1, 2027, to complete the Initial Business Combination[133]. - The company has not yet selected a specific business combination target and has not initiated substantive discussions with any potential targets[121]. Risks and Expenses - Various macroeconomic and geopolitical risks could adversely affect the company's search for an Initial Business Combination and the performance of any target business[139]. - The company may incur increased expenses due to being a public entity, including legal and compliance costs, as well as due diligence expenses[140]. Governance and Compliance - 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]. - The holders of Founder Shares and Sponsor Private Placement Warrants are entitled to make up to three demands for registration of securities[142]. - The company will indemnify its Sponsor from claims related to the Initial Public Offering or business operations[145]. - The company may pay cash compensation to independent directors and consulting fees to affiliates in connection with the Initial Business Combination[144]. - Deferred offering costs related to the Initial Public Offering will be charged against shareholders' deficit upon completion[150]. - There are currently no Public or Private Warrants outstanding as of March 31, 2025[151]. Administrative Services - The company will reimburse the Sponsor or an affiliate $15,000 per month for administrative services starting May 1, 2025, ceasing upon the completion of the Initial Business Combination[143].