GUAC 8-K
Berto Acquisition Corp. II (GUAC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
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| The Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 8.01. | Other Events. |
On July 1, 2026, Berto Acquisition Corp. II (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and warrants (the “Warrants”) included in the Units commencing on or about July 6, 2026. Each Unit consists of one Ordinary Share and one-third of one redeemable Warrant to purchase one Ordinary Share. Any Units not separated will continue to trade on The Nasdaq Global Market under the symbol “GUACU”, and the Ordinary Shares and Warrants will separately trade on The Nasdaq Global Market under the symbols “GUAC” and “GUACW”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Ordinary Shares and Warrants.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 1, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BERTO ACQUISITION CORP. II | |||
| By: | /s/ Robert You | ||
| Name: | Robert You | ||
| Title: | President and Chief Financial Officer | ||
| Dated: July 1, 2026 | |||
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Exhibit 99.1
Berto Acquisition Corp. II Announces the Separate Trading of its Ordinary Shares and
Warrants, Commencing on or about July 6, 2026
NEW YORK, July 1, 2026 – Berto Acquisition Corp. II (Nasdaq: GUACU) (the “Company”), the tenth special purpose acquisition company sponsored by Harry You, today announced that, commencing on or about July 6, 2026, holders of the units sold in the Company’s initial public offering completed on May 18, 2026 (the “offering”), may elect to separately trade the ordinary shares and warrants included in the units.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The ordinary shares and warrants that are separated will trade on The Nasdaq Global Market under the symbols “GUAC” and “GUACW,” respectively, and those units not separated will continue to trade under the symbol “GUACU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into ordinary shares and warrants.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2026. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Berto Acquisition Corp. II
Berto Acquisition Corp. II is a blank check company incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any industry or sector, and intends to capitalize on the ability of its management team to identify and combine with a business or businesses that can benefit from the management team’s established relationships and operating experience. While its focus is broad because of management’s perspective on technology and other growth industries, having looked at over a thousand acquisition targets over the past decade, it will be examining in particular, opportunities in artificial intelligence (“AI”) and the AI infrastructure and supply chain ecosystem, including mission critical components, data, energy, and infrastructure businesses enabling the scaling of AI.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Vikas Mittal
Executive Chairman
Berto Acquisition Corp. II