Financial Performance - As of December 31, 2025, the company reported a net income of approximately $7.9 million, primarily from $8.5 million in interest income, offset by $647,000 in general and administrative expenses [312]. - The company incurred a net loss of approximately $738,000 for the period from July 15, 2024, through December 31, 2024, consisting solely of general and administrative expenses [313]. - The company had a working capital deficit of approximately $1,300 as of December 31, 2025, with cash reserves of about $579,000 [304]. Initial Public Offering (IPO) - The company completed its Initial Public Offering (IPO) on May 1, 2025, raising gross proceeds of $300.15 million from the issuance of 30,015,000 Units at $10.00 per Unit, with offering costs of approximately $17.8 million [293]. - Underwriters were granted a 45-day option to purchase up to 3,915,000 additional Units, which was fully exercised on May 1, 2025 [318]. - The upfront underwriting fee amounted to approximately $1.5 million, with a Deferred Fee of about $11.7 million payable upon completion of an Initial Business Combination [319]. - Offering costs related to the Initial Public Offering were charged against shareholders' deficit upon completion [323]. Business Strategy - The company is focused on acquiring businesses in technology, particularly in AI, wellness, longevity, and aesthetics sectors, having reviewed over a thousand acquisition targets [291]. - The company has entered into a non-binding Letter of Intent (LOI) with OnMed for a potential business combination, which expired on March 23, 2026 [303]. Financial Management - The company has a Trust Account holding $300.15 million, which will be used for the Initial Business Combination, with funds held until either the completion of the business combination or shareholder redemption [295]. - The company may utilize up to $1.5 million in Working Capital Loans convertible into warrants at $1.00 per warrant, should the Initial Business Combination close [306]. - The company recognizes non-operating income from investment income in the Trust Account and anticipates increased expenses due to public company compliance [311]. - The company agreed to reimburse the Sponsor $15,000 per month for administrative services starting May 1, 2025, totaling $120,000 recorded for the year ended December 31, 2025 [315]. - A quarterly fee of $37,500 will be paid to Meteora for CFO services, totaling $75,000 recorded for the year ended December 31, 2025 [321]. - The company recorded an outstanding balance of $120,000 in accrued expenses related to administrative services as of December 31, 2025 [315]. Regulatory Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [326]. - The company is exempt from certain reporting requirements for five years post-Initial Public Offering, including auditor's attestation on internal controls [327]. - The company’s articles restrict public shareholders from redeeming more than 15% of public shares without prior consent [301]. Valuation - The fair value of Public Warrants and Private Placement Warrants was measured at approximately $0.144 per warrant, based on a $11.50 exercise price and a 5.4% volatility rate [324]. - As of December 31, 2025, the company had no off-balance sheet arrangements or contractual obligations [325].
Berto Acquisition Corp Unit(TACOU) - 2025 Q4 - Annual Report