Berto Acquisition Corp(US:TACO)2026-03-31 00:01IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on May 1, 2025, raising 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 [293]. - The Trust Account holds $300.15 million in net proceeds from the IPO, which will remain uninvested until the completion of the Initial Business Combination or other specified conditions [295]. - 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]. 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, solely from 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 approximately $579,000 [304]. Business Combination and Operations - The company has broad discretion in applying the net proceeds from the IPO towards an Initial Business Combination, which must involve businesses with a fair market value of at least 80% of the Trust Account value [297]. - 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]. - The company will cease operations and redeem Public Shares if it fails to complete the Initial Business Combination within the Completion Window, with redemption at a price equal to the amount in the Trust Account [302]. - The company may seek Working Capital Loans from its Sponsor or affiliates to finance transaction costs related to the Initial Business Combination, with up to $1.5 million of such loans convertible into warrants [306]. Compliance and Reporting - The company recognizes non-operating income from investment income in the Trust Account and will incur increased expenses due to public company compliance requirements [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 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 following the Initial Public Offering, including auditor's attestation on internal controls [327]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [328]. Warrants and Valuation - The fair value of 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 [324]. - As of December 31, 2025, the company had no off-balance sheet arrangements or contractual obligations [325].