GUAC · Berto Acquisition Corp. II

Berto Acquisition Corp. II, incorporated on July 15, 2025, as a Cayman Islands exempted company, operates as a special purpose acquisition company (SPAC) seeking to effect a merger, share exchange, asset acquisition, or similar business combination. This S-1MEF filing on May 15, 2026, registers an additional 2,760,000 units pursuant to Rule 462(b), supplementing its primary Registration Statement (No. 333-295343) declared effective on May 14, 2026, which covers up to 27,760,000 units including overallotment. Each unit consists of one ordinary share with $0.0001 par value and one-third of a redeemable warrant, with whole warrants exercisable for one ordinary share at $11.50. The additional units include a 360,000-unit overallotment option exercisable within 45 days by underwriters led by Needham & Company, LLC, bringing the incremental maximum aggregate offering price to $27,600,000 at $10.00 per unit, plus $10,580,000 from warrant exercises, for total new fee calculation of $38,180,000.

Legal opinions substantiate the offering's structure: White & Case LLP opines under New York law that units and warrants will be valid, binding obligations upon issuance against payment per the underwriting agreement, subject to bankruptcy and equity principles. Ogier (Cayman) LLP confirms under Cayman law the company's incorporation, corporate power, authorization, and that ordinary shares issued per the registration statement will be validly issued, fully paid, and non-assessable upon entry on the register. Key transaction documents include the underwriting agreement, unit and warrant certificates, and warrant agreement with Continental Stock Transfer & Trust Company. The company maintains addresses in Las Vegas, Nevada, and Grand Cayman, with signatures executed in Delray Beach, Florida.

Financial statements as of December 31, 2025 (from inception July 15, 2025), audited by Frank, Rimerman + Co. LLP of San Francisco, are incorporated by reference, indicating early-stage operations typical for a pre-combination SPAC with trust account focus. Management includes Executive Chairman Vikas Mittal (principal executive) and President/CFO Robert You (principal financial officer), both signing on May 14, 2026. No specific business combination target, revenue, or use of proceeds is detailed in this shelf filing, aligning with SPAC mechanics where proceeds fund trust for future acquisition. Dilution arises from the offering and potential warrant exercises, with no Rule 457(g) fee for component securities previously registered. Investors should note Cayman Islands qualifications like annual filing risks and limited liability caveats, plus no opinion on non-Cayman laws affecting enforceability.