Berto Acquisition Corp. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective, Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 69 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers Our officers and directors are as follows: Name Age Position Harry L. You 66 Executive Chairman of the Board of Directors and Chief Executive Officer Vikas Mittal 46 Chief Financial officer Sam Lynn 58 Director Darla K. Anderson 66 Director Constance Weaver 73 Director Harry L. You Harry L. You is an experienced executive, chief financial officer and board member with extensive experience with technology companies who has been serving as our Executive Chairman of the Board of Directors and Chief Executive Officer since our inception, and he previously served as Interim Chief Financial Officer from our inception until his resignation in June 2025. Mr. You has served as Chairman of the Board of Coliseum since June 2023 until the closing of its initial business combination in December 2024, and served as interim Chief Executive Officer and Chief Financial Officer from June 2023 until July 2023, and he currently serves as Chairman of Rain Enhancement Technologies Holdco, Inc. (Nasdaq: RAIN). Mr. You has also served as Chairman of the Board and a Director of dMY Squared since March 2022, as well as Chief Financial Officer since February 2022 and Chief Executive Officer since February 2025 until the closing of its initial business combination in March 2026. From March 2022 until his resignation in March 2023, Mr. You has also served as Co-Chief Executive Officer of dMY Squared. He has also been a member of the Audit Committee of Broadcom since January 2019 as well as Chairman of the Compensation Committee and a member of the Executive Committee of the Board of Directors of Broadcom. Previously, he was Chief Financial Officer from September 2016 to August 2019 and President in May 2019 and from September 2016 to February 2019 and in May 2019 of GTY, a software as a service company that offers cloud-based solutions for the public sector. He was Executive Vice President in the Office of the Chairman of EMC from 2008 to 2016. When Mr. You joined EMC in 2008, he oversaw corporate strategy and new business development, including mergers and acquisitions, joint ventures and venture capital activity. He was Chief Executive Officer from 2005 to 2007 and Interim Chief Financial Officer from 2005 to 2006 of BearingPoint Inc. (formerly KPMG Consulting), a leading IT and management consultancy. He was Executive Vice President and Chief Financial Officer of Oracle from 2004 to 2005, in which capacity, he helped start Oracle’s acquisition run with takeovers of Peoplesoft, Inc. and Retek in 2005. Prior to joining Oracle, he held several key positions in finance, including as Chief Financial Officer of Accenture Ltd. from 2001 to 2004, guiding Accenture through its initial public offering, and a managing director in the Investment Banking Division of Morgan Stanley. He has also served as a trustee of the U.S. Olympic Committee Foundation from 2016 to 2022. Mr. You served as a director of IonQ, Inc. from October 2021 to February 2025. Mr. You served as Vice Chairman of the Board of GTY from February 2019 to July 2022 and as director of Coupang, Inc. from January 2021 to June 2023, Genius Sports Limited from April 2021 to December 2022, Rush Street Interactive, Inc. from September 2019 to June 2022, dMY II (a special purpose acquisition company) from June 2020 to April 2021, dMY IV (a special purpose acquisition company) from December 2020 to April 2023, and Korn/Ferry International from 2005 to 2016. Mr. You holds an M.A. in Economics from Yale University and a B.A. in Economics from Harvard College. Vikas Mittal Vikas Mittal has served as our Chief Financial Officer since June 2025. He has served as the Managing Member and Chief Investment Officer of Meteora Capital, LLC (“Meteora”), an alternative investment firm, since January 2022. He has nearly two decades of experience related to special purpose acquisition companies, and has served as Chief Executive Officer and Chief Financial Officer of Investcorp Europe Acquisition Corp. I (“Investcorp,” Nasdaq: IVCB) since December 2024. He was previously a managing member of GSR II Meteora Sponsor LLC from October 2021 to June 2023, which was the Sponsor to GSR II Meteora Acquisition Corp., a SPAC which has since consummated its business combination. Prior to founding Meteora, Mr. Mittal was an investment professional and member of Glazer Capital, LLC, an investment management firm, from 2005 through the end of 2021. Over his 20 years on the buy-side as a principal investor, he has deployed capital across a range of event-driven investment strategies. Before transitioning to the buy-side, Mr. Mittal was part of the founding team that launched Raymond James’ TMT investment banking practice in Palo Alto, California, beginning in 2002. Mr. Mittal earned a B.S. in Finance, summa cum laude, from the University of Florida and an MBA from NYU Stern School of Business. He is also a CFA charterholder. 70 Sam Lynn Sam Lynn has served on our board of directors since April 2025. Sam was a partner at WilliamsMarston LLC and Chord Advisors LLC from 2014 to 2023. Both firms specialize in financial accounting advisory services for publicly listed and private equity-backed companies, with Chord Advisors being acquired by WilliamsMarston in 2021. Prior to this, he served as Vice President at Goldman Sachs Group, Inc. from 2007 to 2014 and held the role of Executive Director at UBS AG prior to his tenure at Goldman Sachs. Sam began his career in public accounting, holding various assurance roles with EY and KPMG, ultimately serving as a partner in KPMG’s U.S. National Office. He earned a Bachelor of Accountancy from the University of Oklahoma and is a Certified Public Accountant licensed in New York State. Darla K. Anderson Darla K. Anderson has served on our board of directors since April 2025. Ms. Anderson has served on the board of directors of dMY Squared since September 2022. Ms. Anderson has also served as a director of dMY Technology Group, Inc. VI from September 2021 to April 2023, a director of dMY Technology Group, Inc. IV from March 2021 to December 2021, a director of dMY Technology Group, Inc. III from November 2020 to October 2021, and a director of dMY Technology Group II from August 2020 to April 2021. Ms. Anderson is an Academy Award and Golden Globe winning feature film producer. From 1993 to March 2018, Ms. Anderson was a producer at Pixar Animation Studios, where she produced films such as “Coco,” “Toy Story 3,” “Cars,” “A Bug’s Life,” and “Monsters, Inc.” Following her tenure at Pixar, Ms. Anderson served as a producer at Netflix until May 2024. Ms. Anderson was elected to the Producers Council Board of the Producers Guild of America in July 2008. Prior to joining Pixar, Ms. Anderson worked with Angel Studios as the executive producer of their commercial division. Ms. Anderson served as a member of the board of directors of Glu (Nasdaq: GLUU) from March 2019 to April 2021 and was a director of dMY VI from September 2021 to April 2023. Ms. Anderson holds a Bachelor of Arts degree in Environmental Science from San Diego State University. Constance K. Weaver Constance (Connie) has served on our board of directors since April 2025. Ms. Weaver has served on the board of directors of dMY Squared since September 2022. Ms. Weaver has served as Chief Marketing Officer and member of the operating committee for Equitable Holdings, Inc. (NYSE: EQH) since July 2020 and serves on Equitable Holdings’ ESG Committee. Prior to joining Equitable, Ms. Weaver served as Senior Executive Vice President and Chief Marketing & Communications Officer at TIAA from 2010 to 2017, where she oversaw the transformation of ITAA’s marketing strategy, digital experience, and brand. Previously, she was Senior Vice President and Chief Marketing Officer at The Hartford from 2008 to 2010, and served as Executive Vice President and Chief Marketing Officer of AT&T. She has also led award-winning organizations in investor relations and marketing as an executive at BearingPoint (2006-2008), AT&T (1996-2006), Microsoft (1995-1996), MCI (1990-1995) and McGraw-Hill (1980-1990). Ms. Weaver has diverse board and advisory experience, having served on the boards of several corporate and non-profit entities. She currently serves on the boards of Make-A-Wish America and National Council on Aging, where she serves as Board Treasurer and Chair of the Finance and Investment Committee. She also currently serves on the boards of National Endowment for Financial Education and Connecticut Public Media, among others, and formerly as a director of Waddell & Reed, Citizens Inc. (CIA) (2018-2021), Westchester Group Management Holding Company (formerly Silverado Premium Properties – 2011-2015) and Primark Corp. (1994-2000). Ms. Weaver holds a Bachelor of Science with Honors in Textile Science and Marketing from the University of Maryland and has completed the executive financial management programs at Stanford University and Wharton School of Business, the executive marketing management program at Columbia University, and the global strategic planning program at IMEDE (Switzerland). 71 Number and Terms of Office of Officers and Directors Our board of directors consists of four members and is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. The term of office of the first class of directors, consisting of Darla K. Anderson and Constance Weaver, will expire at our first annual meeting of shareholders. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the second class of directors, consisting of Sam Lynn, will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Harry You, will expire at our third annual meeting of shareholders. We may not hold an annual meeting of shareholders until after we consummate our initial business combination. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board, or by a majority of the holders of our ordinary shares. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Subject to the Companies Act, our board of directors is authorized to appoint persons to the offices of Secretary and any other office that may be required, (including one or more chief executive officers, presidents, a chief financial officer, a treasurer, vice-presidents, one or more assistant vice-presidents, one or more assistant treasurers and one or more assistant secretaries) as it deems appropriate. Director Independence The rules of Nasdaq require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that each of Sam Lynn, Darla K. Anderson, and Constance Weaver is an “independent director” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors have had and will continue to have regularly scheduled meetings at which only independent directors are present. Certain exemptions are available to us under the rules of Nasdaq and under Rule 10A-3 of the Exchange Act that allow companies a phase-in period for complying with committee independence requirements after an initial public offering. Under these exemptions, companies are permitted to phase in compliance with these rules and regulations as follows: (1) one member must satisfy the requirement at the time of listing; (2) a majority of members must satisfy the requirement within 90 days of listing; and (3) all members must satisfy the requirement within one year of listing. Furthermore, companies listing in connection with their initial public offering have twelve months from the date of listing to comply with the majority independent board requirement. We do not intend to rely on these exemptions. Committees of the Board of Directors Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Each of our audit committee, our compensation committee and our nominating and corporate governance committee is composed solely of independent directors. Subject to phase-in rules, the Nasdaq listing rule and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by our board and has the composition and responsibilities described below. The charter of each committee are available on our website. 72 Audit Committee Our board of directors has established an audit committee of the board of directors. The initial members of our audit committee are Sam Lynn, Darla K. Anderson and Constance Weaver, each of whom meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Mr. Lynn serves as chairperson of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Sam Lynn qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Our board of directors has established a compensation committee of the board of directors. The initial members of our compensation committee are Sam Lynn, Darla K. Anderson and Constance Weaver. Under Nasdaq listing rules and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Sam Lynn, Darla K. Anderson and Constance Weaver are independent and Ms. Weaver chairs the compensation committee. 73 We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Nominating and Corporate Governance Committee Our board of directors has established a nominating and corporate governance committee of the board of directors. The initial members of our nominating and corporate governance are Sam Lynn, Darla K. Anderson and Constance Weaver, and Ms. Anderson serves as chair of the nominating and corporate governance committee. We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including: ● identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting of shareholders or to fill vacancies on the board of directors; ● developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; 74 ● coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and ● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and is directly responsible for approving the search firm’s fees and other retention terms. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Clawback Policy We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics as an exhibit to the registration statement of which this prospectus is a part. You will be able to review this document by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, a copy of the Code of Business Conduct and Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. See the section of this prospectus entitled “ Where You Can Find Additional Information .” If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this prospectus or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. Insider Trading Policy We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and their respective immediate family members, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards while they are in possession of material nonpublic information (the “Insider Trading Policy”). The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference. 75 Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly fetter the exercise of future discretion; (iv) duty to exercise powers fairly as between different sections of shareholders; (v) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and (vi) duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Our officers and directors presently and in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our articles provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer or the sponsor shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a member of director, officer or sponsor to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination because the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations. 76 Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations: Individual Entity Entity’s Business Affiliation Harry L. You Broadcom Inc. Semiconductor manufacturing company Director Member of the Executive Committee and Chairman of the Compensation Committee Rain Enhancement Technologies Holdco, Inc. Ionization rainfall generation technology development company Chairman of the Board of Directors Sam Lynn WilliamsMarston LLC Accounting, tax, valuation and transaction advisory firm Partner Eagle Football Holdings Ltd. Global football organization Director Constance Weaver Equitable Holdings, Inc. Financial services and insurance company Chief Operating Officer Chief Marketing Officer Vikas Mittal Meteora Capital, LLC Investment company Managing Member In addition, our sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. With respect to dMY Squared, although in February 2025, it announced that it had entered into a non-binding letter of intent with Horizon, a developer of advanced software development tools for quantum computers, with respect to its initial business combination, it has not entered into a definitive agreement for such business combination as of the date of this prospectus, the fiduciary duties or obligations of our officer and director owed to it may materially affect our ability to complete our initial business combination. However, we believe that certain factors may mitigate the impact of such conflict, including: (1) the type of transaction we would target would be of a nature different than what dMY Squared would target. For instance, although both we and dMY Squared may pursue an initial business combination target in any industry or geographic region, we plan to focus the target search of our company in AI, as well as in the rapidly growing wellness, longevity and aesthetics areas, while dMY Squared intends to focus its search on companies within the professional service industry that provide accounting, legal, financial, advisory or other services to public companies or private companies that are in the process of becoming public companies; (2) even if both we and dMY Squared broaden the scope of search and choose to pursue targets in any industry or geographic region, our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and we believe there are multiple potential opportunities across all industries and geographic regions; and (3) we have different timelines in completing a business combination. dMY Squared currently has until April 29, 2025 (which may be extended monthly for an additional one month each time to up to December 29, 2025, by resolution of the board of directors of dMY Squared) to complete a business combination. While we expect that dMY Squared will have priority over us with respect to acquisition opportunities, due to a shorter completion window for dMY Squared, a target that we pursue may not be a suitable target for dMY Squared because it may not be able to combine with dMY Squared before its deadline. With respect to companies other than dMY Squared, because the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations, and because we expect that our company will generally have priority over any other special purpose acquisition companies subsequently formed by our sponsor, officers or directors with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination, we do not believe the fiduciary duties or contractual obligations will materially affect our ability to complete an initial business combination. 77 Potential investors should also be aware of the following other potential conflicts of interest: ● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full- time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. ● Our sponsor and members of our management team directly or indirectly own our securities, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Out sponsor paid a nominal aggregate purchase price of $8,956.52 for 2,688,300 founder shares, or approximately $0.003 per share. Harry L. You, our Chairman of the board of directors, paid a nominal aggregate purchase price of $8,000 for 2,401,200 founder shares, or approximately $0.003 per share. Accordingly, our management team, which owns interest in our sponsor and includes member directly owns founder shares, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor and sponsor affiliates had paid the same per share price for the founder shares as our public shareholders paid for their public shares. Furthermore, certain members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination. In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. Additionally, subsequent to the closing of the IPO and until the closing of our initial business combination or our liquidation, we have paid and will continue to pay our sponsor and/or its affiliates or designees an aggregate of $15,000 per month for office space, secretarial and administrative services provided to members of our management team. Since payment for such administrative services will be deferred and payable upon the closing of a business combination and will only be paid out of funds remaining outside of Trust Account, our sponsor and/or its affiliates or designees who are to receive such deferred monthly payment may have similar conflicts of interests. Similarly, if we agree to pay our sponsor, our officers or directors, our advisors, or affiliates thereof consulting, success, advisory, or finder’s fees in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination. ● Our initial shareholders purchased founder shares prior to the date of this prospectus and our sponsor will purchase private placement warrants in a transaction that will close simultaneously with the closing of the IPO. Our initial shareholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of our initial business combination. The other members of our management team have entered into agreements similar to the one entered into by our initial shareholders with respect to any public shares acquired by them in or after the IPO. Additionally, our initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our articles, although they will be entitled to liquidating distributions from assets outside the trust account. 78 ● Additionally, our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination, (ii) if the closing price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading-day period commencing at least 150 days after the company’s initial business combination or (iii) the date on which the company completes a liquidation, merger, share exchange or other similar transaction that results in all of the company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property (except with respect to permitted transferees as described herein under “Principal Shareholders — Transfers of Founder Shares, Private Placement Units and Restricted Private Placement Shares” ). Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Because each of our officers and directors own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, the founder shares, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA or from another independent entity that commonly renders valuation opinions stating that the consideration we are paying is fair to our company and its shareholders from a financial point of view. We are not required to obtain such an opinion in any other context. Further, commencing on the date our securities are first listed on Nasdaq, we will also pay our sponsor and/or its affiliates or designees an aggregate of $15,000 per month for office space, secretarial and administrative services provided to members of our management team. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote any founder shares they hold and any shares purchased during or after the offering in favor of our initial business combination (except with respect to any such public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto). Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our articles provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. 79 Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Item 11. Executive Compensation. Compensation Discussion and Analysis On November 11, 2024, our Sponsor and its affiliates purchased $23,957 for an aggregate of 6,887,500 ordinary shares and a consultant, Meteora, paid $1,043 for an aggregate of 300,000 ordinary shares (none of the shares issued to Meteora were subject to forfeiture in connection with the exercise of the over-allotment option as described below). On April 29, 2025, we capitalized $31.63 standing to the credit of our share premium account and issued an additional 316,250 ordinary shares, resulting in our Sponsor, Sponsor Affiliates, and Meteora holding an aggregate of 7,503,750 ordinary shares. All shares and associated amounts have been retroactively restated to reflect the share capitalization. In connection with the consummation of the IPO, the underwriters exercised their over-allotment option in full, and as such the founder shares were no longer subject to forfeiture. The “sponsor affiliates” include Harry You, who acts as the Executive Chairman of our board of directors and the managing member of the Sponsor, and Robert You, adult son of Harry You. Both Messrs. You directly own membership interests in our sponsor. Out of the total 7,503,750 founder shares held by our sponsor, sponsor affiliates and the consultant, the sponsor, Harry You, Robert You and the consultant each directly holds 2,688,300, 2,401,200, 2,101,050 and 313,200 founder shares, respectively, each purchased at approximately $0.003 per share. Of these, up to 978,750 of the founder shares held by the Sponsor and Sponsor’s affiliates were subject to forfeiture up to the extent to which the underwriters’ over-allotment option was not exercised. In connection with the consummation of the IPO on May 1, 2025, the underwriters exercised their over-allotment option in full, and as such the founder shares were no longer subject to forfeiture. On June 13, 2025, we entered the CFO Services Agreement pursuant to which, among other things, the Company has paid will continue to pay a quarterly fee of $37,500 to Meteora as consideration for Meteora making Mr. Mittal available to serve as our chief financial officer. Other than the foregoing, Mr. Mittal is not a party to any other arrangement or understanding pursuant to which he was appointed as an officer. In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. 80 After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. We have no compensation plans under which equity securities are authorized for issuance. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 30, 2026, by: ● each person known by us to be a beneficial owner of more than 5% of our outstanding ordinary shares of, on an as-converted basis; ● each of our officers and directors; and ● all of our officers and directors as a group. The following table is based on 37,518,750 ordinary shares issued and outstanding as of March 30, 2026. Unless otherwise indicated, it is believed that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them. Name and Address of Beneficial Owner ( 1) Number of Shares Beneficially Owned Percentage Directors and Executive Officers Harry L. You ( 2 ) 5,089,500 13.6 % Vikas Mittal - - Sam Lynn - - Darla K. Anderson - - Constance K. Weaver - - All officers and directors as a group (five individuals) 5,089,500 13.6 % 5% Holders Berto Acquisition Sponsor LLC ( 2 ) 2,688,300 7.2 % Robert H. You 2,101,050 5.6 % (1) Unless otherwise noted, the business address of each of the following is 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144. (2) The 2,688,300 Ordinary Shares reported by Berto Acquisition Sponsor LLC and Harry L. You are held directly by Berto Acquisition Sponsor LLC. Harry L. You is the sole managing member of the Sponsor and shares voting and dispositive control over the securities held directly by the Sponsor. Harry L. You disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. 81 Item 13. Certain Relationships and Related Transactions, and Director Independence Founder Shares On November 11, 2024, our Sponsor and its affiliates purchased $23,957 for an aggregate of 6,887,500 ordinary shares and a consultant, Meteora, paid $1,043 for an aggregate of 300,000 ordinary shares (none of the shares issued to Meteora were subject to forfeiture in connection with the exercise of the over-allotment option as described below). On April 29, 2025, we capitalized $31.63 standing to the credit of our share premium account and issued an additional 316,250 ordinary shares, resulting in our Sponsor, Sponsor Affiliates, and Meteora holding an aggregate of 7,503,750 ordinary shares. All shares and associated amounts have been retroactively restated to reflect the share capitalization. The “sponsor affiliates” include Harry You, who acts as the Executive Chairman of our board of directors and the managing member of the Sponsor, and Robert You, adult son of Harry You. Both Messrs. You directly own membership interests in our sponsor. Out of the total 7,503,750 founder shares held by our sponsor, sponsor affiliates and the consultant, the sponsor, Harry You, Robert You and the consultant each directly holds 2,688,300, 2,401,200, 2,101,050 and 313,200 founder shares, respectively, each purchased at approximately $0.003 per share. Of these, up to 978,750 of the founder shares held by the Sponsor and Sponsor’s affiliates were subject to forfeiture up to the extent to which the underwriters’ over-allotment option was not exercised. In connection with the consummation of the IPO on May 1, 2025, the underwriters exercised their over-allotment option in full, and as such the founder shares were no longer subject to forfeiture. The founder shares are identical to the ordinary shares, except that: ● the founder shares are subject to certain transfer restrictions, as described in more detail below; ● the founder shares are entitled to registration rights; ● our initial shareholders, sponsor affiliates, sponsor, officers and directors, and the consultant who owns founder shares have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares they hold and any public shares (including public shares that are part of a public unit) the sponsor, sponsor affiliates, officers and directors may acquire during or after this offering in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares they hold and any public shares held by the sponsor, sponsor affiliates, officers and directors in connection with a shareholder vote to approve an amendment to our articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of our ordinary shares or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within the completion window (although they will be entitled to liquidating distributions from the trust account and to liquidating distributions from assets outside the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); and ● if we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed to vote any founder shares they held and any public shares the sponsor, sponsor affiliates, officers and directors purchased during or after this offering in favor of our initial business combination and we will only complete our initial business combination if the business combination is approved by an ordinary resolution under Cayman Islands law, meaning the affirmative vote of at least a majority of the votes by the shareholders of the issued shares represented in person or represented by proxy and are voted at a general meeting of the company, voting together as a single class. As a result, in addition to our initial shareholders’ founder shares, we would need 11,255,626 or 37.5% of the 30,015,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the parties to the letter agreement do not acquire any public shares). Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our articles, vote their ordinary shares at a general meeting of the company, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. 82 Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances, or (iii) if the closing price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading-day period commencing at least 150 days after the company’s initial business combination. Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Private Placement Units Simultaneously with the closing of the IPO, pursuant to a Sponsor Warrants Purchase Agreements, the Company completed the private sale of an aggregate of 3,500,000 sponsor private placement warrants to the Sponsor at a purchase price of $1.00 per Sponsor Private Placement Warrant, generating gross proceeds to the Company of $3,500,000. Additionally, on May 1, 2025, simultaneously with the closing of the IPO, pursuant to the Underwriter Warrants Purchase Agreement and the Underwriting Agreement, each by and between the Company and the Representatives, the Company issued an aggregate of 3,750,000 underwriter private placement warrants to designees of the Representatives. Sponsor Loans Due to Related Party Our Sponsor and us entered into a loan agreement on August 23, 2024, which was later amended on December 31, 2024, whereby our Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the closing date of the Initial Public Offering. We borrowed an aggregate of approximately $222,000 under the Note and fully repaid the Note on May 1, 2025, and the Note was no longer available after closing. Subsequent to May 1, 2025, our Sponsor or its affiliate paid an aggregate of approximately $72,000 for operating expenses on behalf of our company and advanced $250,000 in cash to us. As of December 31, 2025, we recorded an aggregate of approximately $322,000 in due to related party in the accompanying balance sheet. Subsequent to December 31, 2025, we repaid $250,000 to our Sponsor or its affiliate. Working Capital Loan In addition, in order to finance transaction costs in connection with its Initial Business Combination, our sponsor or an affiliate of our sponsor, or our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete our Initial Business Combination, we would repay the Working Capital Loans. In the event that the Initial Business Combination does not close, we may use a portion of proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans. If our sponsor makes any Working Capital Loans, up to $1.5 million of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants and their underlying securities would be identical to the Private Placement Warrants. As of December 31, 2025, we had no borrowings under the Working Capital Loans. Administrative Services and Indemnification Agreement Commencing on May 1, 2025, we agreed to reimburse the Sponsor or an affiliate thereof in an amount equal to $15,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or our liquidation, we will cease paying these monthly fees. Payment for such administrative services to the Sponsor will be deferred and payable upon closing of an Initial Business Combination and will only be paid out of funds remaining outside of Trust Account. We recorded an aggregate of $120,000 for the year ended December 31, 2025, and an outstanding balance of $120,000 as of December 31, 2025 in connection with such fees. In addition, pursuant to the administrative services and indemnification agreement described above, we will indemnify our Sponsor from any claims arising out of or relating to the Initial Public Offering or our operations or conduct of our business or any claim against our Sponsor alleging any expressed or implied management or endorsement by our Sponsor of any of our activities or any express or implied association between our Sponsor and us or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account. CFO Services Agreement with Meteora On June 13, 2025, in connection with the appointment of Vikas Mittal as our Chief Financial Officer, we entered into the CFO Services Agreement with Meteora, pursuant to which, among other things, we agreed to pay a quarterly fee of $37,500 to Meteora as consideration for Meteora making Mr. Mittal available to serve as our Chief Financial Officer starting in July 2025. We recorded $75,000 in general and administrative expenses for the year ended December 31, 2025 and an outstanding balance of $75,000 as of December 31, 2025 in connection with such fees. 83 Policy for Approval of Related Party Transactions The audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year-end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our Code of Ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. Item 14 . Principal Accountant Fees and Services. The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. Audit Fees . Audit fees consist of fees billed for professional services rendered for the audit of our period-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings, including our registration statement on Form S-1 in connection with our initial public offeringss. The aggregate fees billed by Withum for audit services, inclusive of required filings with the SEC for the years ended December 31, 2025 and 2024, totaled $188,480 and $0, respectively. Audit-Related Fees . Audit-related fees consist of fees for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. We did not pay Withum any audit-related fees during the years ended December 31, 2025 and 2024. Tax Fees . Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum any tax fees during the years ended December 31, 2025 and 2024. All Other Fees . All other fees consist of fees billed for all other services. We did not pay Withum any other fees during the years ended December 31, 2025 and 2024. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our IPO. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 84 PART IV Item 15. Exhibits, Financial Statement Schedules. (1) Financial Statements. Exhibit Index Exhibit Number Description 1.1 Underwriting Agreement, dated April 29, 2025, by and among the Company, Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Needham & Company, LLC, as representatives of the underwriters (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-42620), filed with the Securities and Exchange Commission on May 1, 2025). 3.1 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-42620), filed with the Securities and Exchange Commission on May 1, 2025). 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-286023), filed with the Securities and Exchange Commission on March 21, 2025). 4.2 Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-286023), filed with the Securities and Exchange Commission on March 21, 2025). 4.3 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-286023), filed with the Securities and Exchange Commission on March 21, 2025). 4.4 Warrant Agreement, dated April 29, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42620), filed with the Securities and Exchange Commission on May 1, 2025). 4.5* Description of Registrant’s Securities. 10.1 Letter Agreement, dated April 29, 2025, by and among the Company, Berto Acquisition Sponsor LLC, Meteora Capital, LLC and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42620), filed with the Securities and Exchange Commission on May 1, 2025). 10.2 Investment Management Trust Agreement, dated April 29, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42620), filed with the Securities and Exchange Commission on May 1, 2025). 10.3 Registration Rights Agreement, dated April 29, 2025, by and among the Company, Berto Acquisition Sponsor LLC and the other holders named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-42620), filed with the Securities and Exchange Commission on May 1, 2025). 10.4 Private Placement Warrants Purchase Agreement, dated April 29, 2025, by and between the Company and Berto Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-42620), filed with the Securities and Exchange Commission on May 1, 2025). 10.5 Private Placement Warrants Purchase Agreement, dated April 29, 2025, by and among the Company, Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Needham & Company, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-42620), filed with the Securities and Exchange Commission on May 1, 2025). 10.6 Administrative Services and Indemnification Agreement, dated April 29, 2025, by and between the Company and Berto Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-42620), filed with the Securities and Exchange Commission on May 1, 2025). 10.7 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-286023), filed with the Securities and Exchange Commission on March 21, 2025). 85 Exhibit Number Description 10.8 A&R Promissory Note, dated as of December 31, 2024, issued to Berto Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-286023), filed with the Securities and Exchange Commission on March 21, 2025). 10.9 Securities Subscription Agreement between the Registrant and Berto Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-286023), filed with the Securities and Exchange Commission on March 21, 2025). 10.10 Securities Subscription Agreement between the Registrant and Harry Lee You (incorporated by reference to Exhibit 10.10 to the Company’s Amendment to the Registration Statement on Form S-1 (File No. 333-286023), filed with the Securities and Exchange Commission on April 18, 2025). 10.11 Securities Subscription Agreement between the Registrant and Robert H. You (incorporated by reference to Exhibit 10.11 to the Company’s Amendment to the Registration Statement on Form S-1 (File No. 333-286023), filed with the Securities and Exchange Commission on April 18, 2025). 10.12 CFO Services Agreement, dated June 13, 2025, by and between the Company and Meteora Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42620), filed with the Securities and Exchange Commission on June 16, 2025). 10.13 Omnibus Joinder to the Letter Agreement and Registration Rights Agreement, by and between the Company and Vikas Mittal (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42620), filed with the Securities and Exchange Commission on June 16, 2025). 14.1* Code of Business Conduct and Ethics, adopted on April 29, 2025. 19.1* Insider Trading Policy, adopted on April 29, 2025. 24.1* Power of Attorney (included in the signature page of this Annual Report) 31.1* Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Clawback Policy, adopted on April 29, 2025. 99.1* Audit Committee Charter, adopted on April 29, 2025. 99.2* Compensation Committee Charter, adopted on April 29, 2025. 99.3* Nominating and Corporate Governance Committee Charter, adopted on April 29, 2025. 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. Item 16. Form 10-K Summary. Not applicable. 86 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly cause this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 30, 2026 Berto Acquisition Corp. By: /s/ Harry L. You Name: Harry L. You Title: Executive Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harry L. You her or his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Harry L. You Executive Chairman and Chief Executive Officer March 30, 2026 Harry L. You (Principal Executive Officer) /s/ Vikas Mittal Chief Financial Officer March 30, 2026 Vikas Mittal (Principal Financial and Accounting Officer) /s/ Sam Lynn Director March 30, 2026 Sam Lynn /s/ Constance K. Weaver Director March 30, 2026 Constance K. Weaver /s/ Darla K. Anderson Director March 30, 2026 Darla K. Anderson 87 BERTO ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB #100) F-2 Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the Year Ended December 31, 2025 and for the Period from July 15, 2024 (Inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2025 and for the Period from July 15, 2024 (Inception) through December 31, 2024 F-5 Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from July 15, 2024 (Inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 to F-21 F- 1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Berto Acquisition Corp.: Opinion on the Financial Statements We have audited the accompanying balance sheets of Berto Acquisition Corp. (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2025 and for the period from July 15, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from July 15, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2024. New York , New York March 30, 2026 PCAOB ID Number 100 F- 2 BERTO ACQUISITION CORP. BALANCE SHEETS December 31, 2025 2024 Assets Current assets: Cash $ 578,683 $ 34,044 Prepaid expenses 153,333 - Total current assets 732,016 34,044 Offering costs associated with initial public offering - 400,000 Investments held in Trust Account 308,659,912 - Total Assets $ 309,391,928 $ 434,044 Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit Current liabilities: Accounts payable $ 169,689 $ 563,291 Accrued expenses 46,611 400,000 Accrued expenses - related parties 195,000 - Due to related party 322,045 34,043 Total current liabilities 733,345 997,334 Deferred underwriting commissions 11,705,850 - Total Liabilities 12,439,195 997,334 Commitments and Contingencies (Note 6) Ordinary shares, $ 0.0001 par value; 550,000,000 shares authorized; 30,015,000 and 0 shares subject to possible redemption at $ 10.28 per share as of December 31, 2025 and 2024, respectively 308,659,912 - Shareholders’ Deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024 - - Ordinary shares, $ 0.0001 par value; 550,000,000 shares authorized; 7,503,750 non-redeemable shares issued and outstanding as of December 31, 2025 and 2024 750 750 Additional paid-in capital - 174,250 Accumulated deficit ( 11,707,929 ) ( 738,290 ) Total shareholders’ deficit ( 11,707,179 ) ( 563,290 ) Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 309,391,928 $ 434,044 The accompanying notes are an integral part of these financial statements F- 3 BERTO ACQUISITION CORP. STATEMENTS OF OPERATIONS For the Year Ended December 31, 2025 For the Period from July 15, 2024 (inception) through December 31, 2024 General and administrative expenses $ 647,449 $ 738,290 Loss from operations ( 647,449 ) ( 738,290 ) Other income: Interest income on operating account 13,851 - Investment income from investments held in Trust Account 8,509,912 - Total other income 8,523,763 - Net income (loss) $ 7,876,314 $ ( 738,290 ) Weighted average shares outstanding of Public Shares, basic and diluted 20,147,055 - Basic and diluted net income per share, Public Share $ 0.29 $ - Weighted average shares outstanding of Founder Shares, basic 7,181,969 6,525,000 Basic net income (loss) per share, Founder Share $ 0.29 $ ( 0.11 ) Weighted average shares outstanding of Founder Shares, diluted 7,262,414 6,525,000 Diluted net income (loss) per share, Founder Share $ 0.29 $ ( 0.11 ) The accompanying notes are an integral part of these financial statements F- 4 BERTO ACQUISITION CORP. STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT For the Year Ended December 31, 2025 Non-Redeemable Additional Total Ordinary Shares Paid-in Accumulated Shareholders’ Shares Amount Capital Deficit Deficit Balance - December 31, 2024 7,503,750 $ 750 $ 174,250 $ ( 738,290 ) $ ( 563,290 ) Issuance of Private Placement Warrants to Sponsor - - 3,500,000 - 3,500,000 Issuance of Underwriter Warrants - - 3,750,000 - 3,750,000 Fair value of warrants included in the Units sold in the Initial Public Offering - - 2,161,080 - 2,161,080 Offering costs associated with issuance of warrants as part of the Units in the Initial Public Offering - - ( 129,228 ) - ( 129,228 ) Remeasurement of ordinary shares subject to possible redemption - - ( 9,456,102 ) ( 18,845,953 ) ( 28,302,055 ) Net income - - - 7,876,314 7,876,314 Balance - December 31, 2025 7,503,750 $ 750 $ - $ ( 11,707,929 ) $ ( 11,707,179 ) For the Period from July 15, 2024 (inception) through December 31, 2024 Additional Total Ordinary Shares Paid-in Accumulated Shareholders’ Shares Amount Capital Deficit Deficit Balance - July 15, 2024 (Inception) - $ - $ - $ - $ - Issuance of ordinary shares to Sponsor, its affiliate and consultant 7,503,750 750 24,250 - 25,000 Stock based compensation expenses - - 150,000 - 150,000 Net loss - - - ( 738,290 ) ( 738,290 ) Balance - December 31, 2024 7,503,750 $ 750 $ 174,250 $ ( 738,290 ) $ ( 563,290 ) The accompanying notes are an integral part of these financial statements F- 5 BERTO ACQUISITION CORP. STATEMENTS OF CASH FLOWS For the Year Ended For the Period from July 15, 2024 (inception) through December 31, 2025 December 31, 2024 Cash Flows from Operating Activities: Net income (loss) $ 7,876,314 $ ( 738,290 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: General and administrative expenses paid on the Company’s behalf by related party 74,051 24,999 Investment income from investments held in Trust Account ( 8,509,912 ) - Stock-based compensation expense - 150,000 Changes in operating assets and liabilities: Prepaid expenses ( 153,333 ) - Accounts payable ( 393,602 ) 563,291 Accrued expenses ( 353,389 ) - Accrued expenses – related parties 195,000 - Net cash used in operating activities ( 1,264,871 ) - Cash Flows from Investing Activities Cash deposited in Trust Account ( 300,150,000 ) - Net cash used in investing activities ( 300,150,000 ) - Cash Flows from Financing Activities: Cash received from related party 250,000 - Repayment of note payable to related party ( 221,560 ) 9,044 Proceeds from issuance of ordinary shares to Sponsor, its affiliate and consultant - 25,000 Proceeds received from initial public offering, gross 300,150,000 - Proceeds received from private placement 3,500,000 - Offering costs paid ( 1,718,930 ) - Net cash provided by financing activities 301,959,510 34,044 Net change in cash 544,639 34,044 Cash - beginning of the period 34,044 - Cash - end of the period $ 578,683 $ 34,044 Supplemental disclosure of noncash investing and financing activities: Offering costs paid by related party under promissory note $ 185,511 $ - Offering costs included in accrued expenses $ - $ 400,000 Issuance of underwriter warrants $ 3,750,000 $ - Deferred underwriting commissions $ 11,705,850 $ - The accompanying notes are an integral part of these financial statements F- 6 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Description of Organization and Business Operations Organization and General Berto Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on July 15, 2024 (the inception date). The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2025, the Company had not yet commenced operations. All activity for the period from July 15, 2024 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since the closing of the Initial Public Offering, the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Berto Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). Initial Public Offering and Private Placement The registration statement for the Company’s Initial Public Offering was declared effective on April 29, 2025. On May 1, 2025, the Company consummated its Initial Public Offering (see Note 3) of 30,015,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), including the issuance of 3,915,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $ 10.00 per Unit, generating gross proceeds of $ 300.15 million, and incurring offering costs of approximately $ 17.8 million, of which approximately $ 11.7 million was for deferred underwriting commissions (see Note 6). Each Unit consists of one Public Share and one-half of one redeemable warrant (the “Public Warrants”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 3,500,000 warrants (the “Sponsor Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Sponsor Private Placement Warrant, generating gross proceeds to the Company of $ 3.5 million (see Note 4). Additionally, simultaneously with the closing of the Initial Public Offering, the Company issued an aggregate of 3,750,000 warrants (the “Underwriter Private Placement Warrants”, and together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”) to designees of the representative of the underwriters (the “Representatives”) (see Note 6). The Trust Account Upon the closing of the Initial Public Offering and the Private Placement, the Company deposited $ 300.15 million ($10.00 per share) of net proceeds, including the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and would be held only (i) uninvested as cash, (ii) in an interest bearing or non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $ 100 billion or more selected by the trustee that is reasonably satisfactory to the Company, or (iii) invested only in U.S. government securities, within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of one hundred eighty-five (185) days or less, or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government treasury obligations. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer the Company holds investments in the Trust Account, it may, at any time, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account uninvested in cash or in an interest-bearing or non-interest-bearing demand deposit account. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. F- 7 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, none of the funds held in the Trust Account will be released until the earlier of (i) the completion of the Initial Business Combination in connection with a general meeting called to approve the Initial Business Combination or without a shareholder vote by means of a tender offer; (ii) the redemption of any Public Shares if the Company was unable to complete the Initial Business Combination within the completion window (as defined below), subject to applicable law or (y) if the Company extends the completion window and such extension is conditioned upon depositing additional funds into the Trust Account, upon the end of a 30-day cure period after the date any such funds were required to be deposited but were not so deposited or (iii) the redemption of Public Shares properly submitted in connection with a shareholder vote to amend the Company’s articles (as defined below) not for the purpose of approving, or in conjunction with the consummation of, an Initial Business Combination, (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Initial Business Combination or to redeem 100% of Public Shares if the Company has not consummated an Initial Business Combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of ordinary shares or pre-Initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Company’s Public Shares (the “Public Shareholders”). Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Sponsor Private Placement Warrants, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more businesses having an aggregate fair market value of at least 80 % of the value of the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. However, the Company will only complete an Initial Business Combination if the post-transaction company owns or acquires 50 % or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company provides Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (i) in connection with a shareholders’ meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an Initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Public Shareholders are entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account calculated as of two business days prior to the consummation of the Initial Business Combination including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable), divided by the number of then issued and outstanding Public Shares. The Public Shares were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). If the Company seeks shareholder approval of an Initial Business Combination, the Company will complete the Initial Business Combination only if it is approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of at least a majority of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the Company. The Sponsor, Consultant (as defined in Note 5), and any other holder of the Founder Shares (as defined in Note 5) prior to the Initial Public Offering (the “Initial Shareholders”), officers and directors, entered into a letter agreement with the Company, pursuant to which they agreed to vote in favor of the Initial Business Combination and waive their redemption rights with respect to any Founder Shares they hold and any Public Shares the Sponsor, Sponsor’s affiliates, officers and directors may acquire during or after this offering in connection with the completion of the Initial Business Combination. F- 8 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company’s articles also provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. Pursuant to the Company’s amended and restated memorandum and articles of association (the “articles”) if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering, or May 1, 2027 (the “Completion Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned held in the Trust Account (which interest shall be net of taxes and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the holders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders have entered into agreements with the Company pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined in Note 5) held by them if the Company fails to complete the Initial Business Combination within the Completion Window. However, if the Initial Shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. Risks and Uncertainties Global economic conditions remain subject to significant uncertainty and volatility resulting from a combination of changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations. Ongoing and escalating military conflicts, including the conflict between Russia and Ukraine and conflicts in the Middle East, as well as the risk of further escalation or expansion of such conflicts, have contributed to heightened geopolitical instability and increased uncertainty in global markets. These conditions have adversely affected, and may continue to adversely affect, global economic activity through, among other things, disruptions to energy and commodity markets, volatility in foreign exchange and capital markets, supply chain dislocations, increased cybersecurity risks, and reduced cross-border trade and investment. In addition, elevated interest rates, inflationary pressures, tightening credit conditions, and concerns regarding sovereign debt and fiscal stability in various jurisdictions have contributed to increased volatility and reduced liquidity in global financial markets. The extent and duration of these conditions remain uncertain, and the ultimate impact on the global economy, financial markets, and business confidence cannot be predicted. Continued or worsening geopolitical tensions, adverse macroeconomic developments, or additional policy or regulatory responses could adversely affect the Company’s search for an Initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. Liquidity and Capital Resources As of December 31, 2025, the Company had approximately $ 579,000 in cash and a working capital deficit of approximately $ 1,300 . The Company’s liquidity needs prior to the closing of the Initial Public Offering were satisfied through the payment of $ 25,000 from the Sponsor, its affiliates, and the Consultant to purchase Founder Shares (as defined in Note 5), a loan under the Note (as defined in Note 5) in the amount of approximately $ 222,000 . The Company fully repaid the Note balance on May 1, 2025, and the Note was no longer available after closing. Following the closing of the Initial Public Offering, the Company’s liquidity was derived from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account and advances from the Sponsor. F- 9 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 In addition, in order to finance transaction costs in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, provide the Working Capital Loans to the Company (as defined in Note 5). If the Company completes its Initial Business Combination, the Company would repay the Working Capital Loans. In the event that the Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $1.5 million of such loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants and their underlying securities would be identical to the Sponsor Private Placement Warrants. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements – Going Concern, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of December 31, 2025, management has determined that the Company’s current liquidity including, the Company’s access to funds from the Sponsor entity and the fact that the Sponsor and/or its affiliates agrees to make those funds available and has the financial wherewithal to provide such funds and the net proceeds from the closing of the Initial Public Offering and the Private Placement held outside Trust once consummated, is sufficient to fund the working capital needs of the Company through a minimum of one year from the date of issuance of these financial statements. Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make a comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all highly liquid short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company does no t have any cash equivalents as of December 31, 2025 and 2024. F- 10 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Investments Held in Trust Account The Company’s portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in investment income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of these financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99, “Other Assets and Deferred Costs,” and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that were related to the Initial Public Offering. Offering costs associated with warrants were charged to shareholders’ equity(deficit) upon the completion of the Initial Public Offering. Offering costs associated with the Public Shares were charged against the carrying value of ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. F- 11 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following tables sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2025: Schedule of fair value on a recurring basis Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 308,659,912 $ - $ - (1) Includes approximately $386 of cash balance held within the Trust Account. There were no transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy during the year ended December 31, 2025. There were no financial assets or liabilities measured at fair value on a recurring basis as of December 31, 2024. Ordinary Shares Subject to Possible Redemption As discussed in Note 1, all of the 30,015,000 Public Shares contain a redemption feature. In accordance with the FASB ASC 480-10-S99-3A, “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company classified all of the Public Shares as redeemable. Immediately upon the closing of the Initial Public Offering, the Company recognized a one-time charge against additional paid-in capital (to the extent available) and accumulated deficit for the difference between the initial carrying value of the Public Shares and the redemption value. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. F- 12 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 As of December 31, 2025, the amount of Public Shares reflected on the balance sheet is reconciled in the following table: Schedule of Public Shares reflected on the balance sheet Public Shares subject to possible redemption - December 31, 2024 $ - Plus: Gross proceeds 300,150,000 Less: Proceeds allocated to Public Warrants ( 2,161,080 ) Public Shares issuance costs ( 17,631,063 ) Plus: Accretion of carrying value to redemption value 28,302,055 Public Shares subject to possible redemption - December 31, 2025 $ 308,659,912 Warrant Instruments The Company accounts for all of the Public Warrants and Private Placement Warrants in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. Such guidance provides that the Warrants (as defined below) will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. The fair value of the Public Warrants and the Private Placement Warrants was measured at the issuance date using a Monte Carlo simulation method. The model utilized the following Level 3 measurement inputs: an exercise price of $ 11.50 , estimated underlying stock price of $ 10.07 , volatility rate of 5.4 %, risk-free rate of 3.9 % and expected terms of 7.01 years, resulting in a fair value per warrant of approximately $ 0.144 . Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Public Shares and Founder Shares (as defined in Note 5). Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The Company has not considered the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 22,257,500 shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Public Shares is excluded from earnings per share as the redemption value approximates fair value. F- 13 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share for the year ended December 31, 2025 and for the period from July 15, 2024 (inception) through December 31, 2024: Schedule of basic and diluted net loss per share For the Year Ended December 31, 2025 For the Period from July 15, 2024 (inception) through December 31, 2024 Public Shares Founder Shares Public Shares Founder Shares Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) - basic $ 5,806,447 $ 2,069,867 $ - $ ( 738,290 ) Allocation of net income (loss) - diluted 5,789,405 2,086,909 - (738,290 ) Denominator: Basic weighted average common shares outstanding 20,147,055 7,181,969 - 6,525,000 Diluted weighted average common shares outstanding 20,147,055 7,262,414 - 6,525,000 Basic net income (loss) per common share $ 0.29 $ 0.29 $ - $ ( 0.11 ) Diluted net income (loss) per common share $ 0.29 $ 0.29 $ - $ ( 0.11 ) Stock Compensation The Company’s policy is to account for stock-based compensation expense in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation” ​(“ASC 718”). Under ASC 718, stock-based compensation associated with equity awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to performance conditions, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. F- 14 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company is a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company currently has no income tax provision. Recent Accounting Standards In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on January 1, 2025. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Note 3 — Initial Public Offering On May 1, 2025, the Company consummated its Initial Public Offering of 30,015,000 Units, including the issuance of 3,915,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $ 10.00 per Unit, generating gross proceeds of $ 300.15 million, and incurring offering costs of approximately $ 17.8 million, of which approximately $ 11.7 million was for deferred underwriting commissions (see Note 6). Each Unit consists of one Public Share and one-half of one Public Warrants. Each whole Warrant, when exercisable, entitles the holder thereof to purchase one ordinary share at a price of $ 10.50 per share within the first 12 months following the closing of an Initial Business Combination or $ 11.50 per share after the 12-month anniversary of the closing of the Initial Business Combination (the “Exercise Price”), beginning 30 days after the completion of the Company’s Initial Business Combination subject to adjustment as described herein (see Note 7). Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 3,500,000 Sponsor Private Placement Warrants to the Sponsor at a purchase price of $1.00 per Sponsor Private Placement Warrant, generating gross proceeds to the Company of $ 3.5 million. Each Sponsor Private Placement Warrant is identical to the Public Warrants, except that (i) the Sponsor Private Placement Warrants (including the underlying shares) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s Initial Business Combination, (ii) they (including the underlying shares) will be entitled to registration rights, (iii) they will not be redeemable by the Company and (iv) they may be exercised by the holders on a cashless basis. Each Sponsor Private Placement Warrant will become exercisable 30 days after the completion of the Initial Business Combination and will expire after five years after completion of the Initial Business Combination or earlier upon liquidation. If the Initial Business Combination is not completed within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). F- 15 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 5 — Related Party Transactions Founder Shares On November 11, 2024, the Sponsor and its affiliates paid $23,957 for an aggregate of 6,887,500 ordinary shares and a consultant, Meteora Capital LLC (the “Consultant” or “Meteora”), paid $1,043 for an aggregate of 300,000 ordinary shares (none of the shares issued to Meteora were subject to forfeiture in connection with the exercise of the over-allotment option as described below). On April 29, 2025, the Company capitalized $31.63 standing to the credit of the Company’s share premium account and issued an additional 316,250 ordinary shares, resulting in the Sponsor, Sponsor Affiliates, and the Consultant holding an aggregate of 7,503,750 ordinary shares. All shares and associated amounts have been retroactively restated to reflect the share capitalization. These 7,503,750 ordinary shares are referred herein as “Founder Shares”. Out of the total 7,503,750 Founder Shares held by the Sponsor, Sponsor’s affiliates: Harry You and Robert You, and the Consultant each holds 2,688,300, 2,401,200, 2,101,050 and 313,200 Founder Shares, respectively. Of these, up to 978,750 of the Founder Shares held by the Sponsor and Sponsor’s affiliates were subject to forfeiture up to the extent to which the underwriters’ over-allotment option was not exercised. On May 1, 2025, the underwriters fully exercised their over-allotment option; thus, these 978,750 Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of the Initial Business Combination, or (B) subsequent to the Initial Business Combination, if (x) the closing price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, provided such release shall not occur earlier than 150 days after the Initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Services and Indemnification Agreement Commencing on May 1, 2025, the Company agreed to reimburse the Sponsor or an affiliate thereof in an amount equal to $ 15,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Payment for such administrative services to the Sponsor will be deferred and payable upon closing of an Initial Business Combination and will only be paid out of funds remaining outside of Trust Account. The Company recorded $ 120,000 in connection with such fees during the year ended December 31, 2025 in the accompanying statement of operations. The Company recorded an outstanding balance of $ 120,000 as of December 31, 2025 in connection with such fees in accrued expenses in the accompanying balance sheet. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Initial Business Combinations. These individuals will be eligible to receive a transfer or reallocation of Founder Shares for any extraordinary services rendered in order to identify or effectuate the consummation of the Initial Business Combination. The Company may pay cash compensation to its independent directors for services rendered to the Company. Additionally, the Company may pay consulting, success, advisory, or finder’s fees to the Sponsor, the Company’s officers or directors, advisors, or affiliates thereof in connection with the consummation of the Initial Business Combination. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates. In addition, pursuant to the administrative services and indemnification agreement described above, the Company will indemnify the Sponsor from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account. F- 16 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Related Party Loans Due to Related Party The Company and the Sponsor entered into a loan agreement on August 23, 2024, which was later amended on December 31, 2024, whereby the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the closing date of the Initial Public Offering. The Company borrowed an aggregate of approximately $ 222,000 under the Note and fully repaid the Note on May 1, 2025, and the Note was no longer available after closing. Subsequent to May 1, 2025, the Sponsor or its affiliate paid an aggregate of approximately $ 72,000 for operating expenses on behalf of the Company and advanced $ 250,000 in cash to the Company. As of December 31, 2025, the Company recorded an aggregate of approximately $ 322,000 in due to related party in the accompanying balance sheet. Subsequent to December 31, 2025, the Company repaid $ 250,000 to the Sponsor or its affiliate. Working Capital Loans In addition, in order to finance transaction costs in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its Initial Business Combination, the Company would repay the Working Capital Loans. In the event that the Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $ 1.5 million of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants and their underlying securities would be identical to the Sponsor Private Placement Warrants. As of December 31, 2025 and 2024, the Company had not entered into any Working Capital Loans agreements and had no borrowings under any such arrangements. Consulting Agreement with Meteora On November 11, 2024, the Company entered into a consulting agreement with Meteora, pursuant to which Meteora provided consulting, advisory and related services to the Company with respect to general special purpose acquisition company structuring and capital markets matters. In consideration of the services provided, the Company agreed to sell 300,000 Founder Shares to Meteora for an aggregate purchase price of $ 1,043 . The Company estimated the fair value of such shares of $ 150,000 based on Monte Carlo simulation model and recorded as stock-based compensation expense. The significant assumptions used in the valuation included an expected volatility of approximately 7.9 %, a risk-free interest rate of approximately 4.18 %, an expected term of approximately three years, an estimated probability of completing a business combination of approximately 5 %, an underlying share price of approximately $ 10.00 to $ 11.00 per share and a dividend yield of 0 %. CFO Services Agreement with Meteora On June 13, 2025, in connection with the appointment of Vikas Mittal as Chief Financial Officer of the Company, the Company entered into a Chief Financial Officer services agreement with Meteora (the “CFO Services Agreement”), pursuant to which, among other things, the Company agreed to pay a quarterly fee of $37,500 to Meteora as consideration for Meteora making Mr. Mittal available to serve as Chief Financial Officer of the Company starting in July 2025. The Company recorded $75,000 in general and administrative expenses for the year ended December 31, 2025 and has outstanding balance of $75,000 as of December 31, 2025 in connection with such fees in accrued expenses - related parties in the accompanying statement of operations and balance sheet. F- 17 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 6 — Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, (ii) Sponsor Private Placement Warrants and the ordinary shares underlying such warrants, (iii) Underwriter Private Placement Warrants and the ordinary shares underlying such warrants, and (iv) warrants that may be issued upon conversion of Working Capital Loans have registration rights pursuant to a registration rights agreement dated April 29, 2025. The holders of Founder Shares, Sponsor Private Placement Warrants, and Working Capital Warrants are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders of Founder Shares, Sponsor Private Placement Warrants, and Working Capital Warrants have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the Initial Business Combination. The Underwriter Private Placement Warrants (including the underlying shares) are entitled to resale registration rights including one demand and unlimited “piggyback” rights for periods of five and seven years, respectively, from the commencement of sales in the Initial Public Offering, in compliance with the Financial Industry Regulatory Authority (“FINRA”) Rule 5510(g)(8). The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,915,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On May 1, 2025, the underwriters fully exercised their over-allotment option. The underwriters were entitled to (1) an upfront underwriting fee of an aggregate amount of approximately $ 1.5 million, paid upon the closing of the Initial Public Offering, (2) an aggregate of 3,750,000 Underwriter Private Placement Warrants issued upon the closing of the Initial Public Offering, and (3) a deferred underwriting fee of approximately $ 11.7 million (the “Deferred Fee”). The Deferred Fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement and will be based on the amount of funds remaining in the Trust Account after shareholder redemptions of Public Shares in connection with the consummation of an Initial Business Combination, less funds sourced by Initial Shareholders, or any cash remaining in the Trust Account pursuant to structured agreements such as forward purchase agreements, non-redemption agreements, any agreements or arrangements alike, or any other incentivization provided to the shareholders to not to redeem. The Underwriter Private Placement Warrants are identical to the Public Warrants and Sponsor Private Placement Warrants, except that the Underwriter Private Placement Warrants held by the underwriters or their designees will not be exercisable more than five years after the commencement of sales in the Initial Public Offering. F- 18 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 7 — Shareholders’ Deficit Preference Shares The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding. Ordinary Shares The Company is authorized to issue 550,000,000 ordinary shares with a par value of $ 0.0001 per share. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Company’s articles, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of ordinary shares that are represented in person or by proxy and are voted is required to approve any such matter voted on by the shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, passed by the affirmative vote of at least two-thirds of the ordinary shares which are represented in person or represented by proxy and are voted at a general meeting of the company, and pursuant to the Company’s articles; such actions include amending the Company’s articles and approving a statutory merger or consolidation with another company. The board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. The shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Founder Shares As of December 31, 2025 and 2024, there was an aggregate of 7,503,750 Founder Shares issued and outstanding. At December 31, 2024, of the outstanding Founder Shares, up to an aggregate of 978,750 shares were subject to forfeiture depending on the extent to which the over-allotment option was not exercised by the underwriters. On May 1, 2025, the underwriters fully exercised their over-allotment option; thus, these 978,750 Founder Shares were no longer subject to forfeiture. Public Shares As of December 31, 2025, there were 30,015,000 Public Shares issued and outstanding, all of which were subject to possible redemption and were classified outside of permanent equity in the balance sheets. There were no Public Shares issued or outstanding as of December 31, 2024. Warrants As of December 31, 2025, the Company had an aggregate of 15,007,500 Public Warrants, 3,500,000 Sponsor Private Placement Warrants and 3,750,000 Underwriter Private Placement Warrants (together, the “Warrants”) outstanding. There were no Warrants issued or outstanding as of December 31, 2024. Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. F- 19 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Warrants have an Exercise Price of $ 10.50 per share within the first 12 months following the closing of an Initial Business Combination or $11.50 per share after the 12-month anniversary of the closing of the Initial Business Combination, provided that no Warrant will be exercisable for cash and the Company will not be obligated to issue ordinary shares upon exercise of a Warrant unless the ordinary shares issuable upon such Warrant exercise have been registered on a registration statement on Form S-1, Form S-3, Form F-1, or Form F-3, as applicable, following the Initial Business Combination, qualified or deemed exempt from registration or qualification under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available. In the event that such condition is not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing Public Warrants will have paid the full purchase price for the Unit solely for the ordinary shares underlying the Unit. In no event will the Company be required to net cash settle any Warrant. The Company registered the ordinary shares issuable upon exercise of the Public Warrants in its registration statement for the Initial Public Offering because the Public Warrants will become exercisable 30 days after the completion of the Initial Business Combination, which may be within one year of the Initial Public Offering. However, because the Public Warrants will be exercisable until their expiration date of up to five years after the completion of the Initial Business Combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of the Initial Business Combination, the Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement on Form S-1, S-3, F-1, or F-3, as applicable, for the registration under the Securities Act of the ordinary shares issuable upon exercise of the Public Warrants, to cause the same to become effective within 60 business days following the closing of the Initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the Public Warrants expire or are redeemed, as specified in the Warrant Agreement. If any such registration statement covering the ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60 th business day after the closing of the Initial Business Combination, then beginning on the 61 st business day after the closing of the Initial Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company has failed to maintain an effective registration statement covering the ordinary shares issuable upon exercise of the Public Warrants, warrant holders will have the right to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s ordinary shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event that the Company so elects, the Company will not be required to file or maintain in effect such registration statement. The Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds (including from such issuances and the Initial Public Offering), and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of ordinary shares during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $ 18.00 per-share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. F- 20 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Sponsor Private Placement Warrants are identical to the Public Warrants, except that the Sponsor Private Placement Warrants and the ordinary shares issuable upon exercise of the Sponsor Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Sponsor Private Placement Warrants are non-redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Underwriter Private Placement Warrants had the same terms as the Sponsor Private Placement Warrants, subject to certain restrictions pursuant to FINRA Rule 5110(g)(8) and FINRA Rule 5110(e)(1) as described herein. Redemption of Public Warrants for Cash. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 per Public Warrant; ● upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and ● if, and only if, the closing price of the Public Shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the Public Warrants as described above for cash unless a registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except if the Company has elected to require the exercise of the Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Warrants. Accordingly, the Warrants may expire worthless. If and when the Public Warrants become redeemable by the Company, it may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption for cash, as described above, the management will have the option to require all holders that wish to exercise Public Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their Public Warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of Public Warrants that are outstanding and the dilutive effect on the shareholders of issuing the maximum number of ordinary shares issuable upon the exercise of the Public Warrants. F- 21 BERTO ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 8 — Segment Information FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s Chief Financial Officer has been identified as the CODM, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: Schedule of segment information For the Year Ended December 31, 2025 For the Period from July 15, 2024 (inception) through December 31, 2024 Investment income from investments held in Trust Account $ 8,509,912 $ - General and administrative expenses ( 647,449 ) ( 738,290 ) Other income 13,851 - Net income (loss) $ 7,876,314 $ ( 738,290 ) The CODM reviews investment income from investments in Trust Account to measure and monitor shareholders value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures. Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements, except as noted below. Subsequent to December 31, 2025, the Company repaid $ 250,000 to the Sponsor. F- 22