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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Commission File Number) |
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(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| 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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 31, 2026, Robert You notified Berto Acquisition Corp. II (the “Company”) of his resignation as the President and Chief Financial Officer of the Company, effective immediately. Mr. Robert You’s resignation is not the result of any disagreement with the Company, the Company’s board of directors (the “Board”), or management on any matter relating to the Company’s operations, policies or practices.
The Board has appointed Vikas Mittal, the Company’s Executive Chairman, as Interim Chief Financial Officer of the Company, effective immediately following Robert You’s resignation on July 31, 2026. The Company will conduct an executive search for a permanent Chief Financial Officer.
Vikas Mittal, age 46, has served as the Executive Chairman of the board of directors of the Company since April 2026. Mr. Mittal has nearly two decades of experience related to special purpose acquisition companies. He has served as the Chief Financial Officer of Berto Acquisition Corp. since June 2025. He has served as the Managing Member and Chief Investment Officer of Meteora, an alternative investment firm, since January 2022. Mr. Mittal currently serves as a director of Bitcoin Infrastructure Acquisition Corp Ltd; as Co-Chief Executive Officer, Chairman and Chief Financial Officer of CSLM Digital Asset Acquisition Corp III, Ltd; as Principal Executive Officer and director of Investcorp AI Acquisition Corp; and as Chief Executive Officer and Chief Financial Officer of Invest Acquisition Corporation. He previously served as Chief Executive Officer and Chief Financial Officer of Investcorp Europe Acquisition Corp. I 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.
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Prior to the Company’s IPO, in December 2025, as one of the initial shareholders, Meteora Capital, LLC (“Meteora”) (whose managing member is Vikas Mittal) paid $1,043.48 for an aggregate of 300,000 founder shares of the Company at approximately $0.003 per share, pursuant to a consulting agreement with the Company. Pursuant to the consulting agreement, Meteora agreed to provide consulting, advisory and related services to the Company with respect to general special purpose acquisition company structuring and capital markets matters through the earlier of the consummation of the initial business combination or the liquidation of the company. In exchange for consideration, in addition to the 300,000 founder shares, the Company paid Meteora a $500,000 cash fee upon closing of the IPO.
On May 14, 2026, in connection with the Company’s IPO, Mr. Mittal, as the Company’s Executive Chairman, entered into an indemnity agreement with the Company, and Meteora, as one of the initial shareholders, entered into a letter agreement and a registration rights agreement with the Company on substantially the same terms as the corresponding agreements entered into by the Company’s other directors and officers. In connection with Mr. Mittal’s appointment as Interim Chief Financial Officer, he entered into an omnibus joinder to the aforementioned letter agreement and registration rights agreement, effective July 31, 2026.
The foregoing descriptions of the agreements are not complete and are qualified in their entirety by reference to the following: the form of indemnity agreement, which is filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-295343), initially filed with the Securities and Exchange Commission on April 27, 2026, as amended, the letter agreement and registration rights agreement, which are filed as Exhibits 10.1 and 10.3, respectively, to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2026, and the consulting agreement and omnibus joinder filed as Exhibits 10.1 and 10.2 hereto. Each such agreement is incorporated herein by reference. Other than the foregoing, Mr. Mittal is not a party to any other arrangement or understanding with any person pursuant to which he was appointed as an officer, nor is he a party to any other transactions required to be disclosed under Item 404(A) of Regulation S-K involving the Company. There are no family relationships between Mr. Mittal and any of the Company’s directors and executive officers.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1† | Consulting Agreement, dated December 31, 2025, by and among Berto Acquisition Corp. II and Meteora Capital, LLC. | |
| 10.2 | Omnibus Joinder to the Letter Agreement and Registration Rights Agreement by and among Berto Acquisition Corp. II and Vikas Mittal. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| † | Certain of the annexes to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted annexes to the SEC upon its request. |
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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/ Vikas Mittal | ||
| Name: | Vikas Mittal | ||
| Title: | Executive Chairman | ||
| Dated: August 6, 2026 | |||
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Exhibit 10.1
December 31, 2025
Berto Acquisition Corp. II
1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
Attention: Mr. Harry L. You
Subject: Consulting Services Agreement
Dear Mr. You:
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of December 31, 2025 (the “Effective Date”) by and among Berto Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Meteora Capital, LLC, a Delaware limited liability company and its affiliates (the “Consultant”).
WHEREAS, the Company desires to avail itself of the expertise of the Consultant and the Consultant agrees to provide consulting, advisory and related services to Company from time to time during the term of the Agreement, at Company’s request, with respect to general special purpose acquisition company (“SPAC”) structuring and capital markets matters (the “Services”).
NOW, THEREFORE, in consideration of the mutual promises and subject to the terms and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| 1. | Services. The Company hereby retains Consultant as an independent contractor, and Consultant hereby accepts its role with the Company as an independent contractor as of the Effective Date upon the terms and conditions set forth in this Agreement. Consultant hereby agrees to provide to the Company the Services during the Term (as defined below). In rendering Services hereunder, Consultant shall act solely as an independent contractor and this Agreement shall not be construed to create any employee-employer, partnership, association, joint venture or agency relationship between Consultant and the Company or between any Representative (as defined below) of Consultant and the Company. As an independent contractor of the Company, Consultant shall not have any authority to bind, make any representation or commitment or act on behalf of the Company. Consultant may not, or permit any of its Representatives to, enter into any agreement, understanding, or other commitment that is binding on the Company, or hold itself out as having such authority. For the avoidance of doubt, under no circumstances shall the Consultant act as an underwriter, placement agent or otherwise be formally mandated or assist with any securities offering. |
| 2. | Consideration, Expenses. Subject to the terms and conditions set forth herein, and in conjunction with and as consideration for the Consultant providing the Services, the Company agrees to issue to Consultant upon the execution of this Agreement 300,000 ordinary shares of Company for an aggregate purchase price of $1,043.48 (approximately $0.003 per share) (“Share Consideration” and the ordinary shares to be issued as the Share Consideration, the “Securities”) and will at the closing of the Company’s initial public offering (the “IPO”), pay to Consultant $500,000 in cash (“Cash Consideration”). During the Term, the Consultant shall not be reimbursed for any out-of-pocket expenses related to the Services provided to the Company, unless the Company pre-approves such out-of-pocket expenses. |
| 3. | Company Representations. In connection with the transactions contemplated hereby, the Company represents and warrants to the Consultant that: |
(a) Organization and Corporate Power; Due Authorization. The Company is a Cayman Islands exempted company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite power and authority necessary to enter into this Agreement and to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company and the Consultant, this Agreement will be a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(b) No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute a default under, in each case, in any material respect, (i) the Company’s memorandum and articles of association, (ii) any agreement, indenture or instrument to which the Company is a party, or (iii) any law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.
(c) Valid Issuance. The Share Consideration has been or, as soon as practical, shall be validly issued and, once issued, shall be considered fully paid and non-assessable.
(d) Identical to Sponsor’s Shares. The Securities are identical to the ordinary shares held by Berto Acquisition Sponsor II, LLC, the sponsor of the SPAC (the “Sponsor”) and shall be subject to an agreement (“Letter Agreement”) to be entered into between, among others, the Consultant, the Sponsor and the SPAC in connection with the IPO (as defined below).
(e) Registration Rights. Consultant will be entitled to certain registration rights with respect to the Securities which will be governed by a registration rights agreement (“Registration Rights Agreement”) to be entered into among Consultant, the Company and others, in connection with the closing of IPO. Consultant’s rights and obligations under the Registration Rights Agreement shall be identical to the rights and obligations of the Sponsor.
| 4. | Indemnification. The Company hereby agrees to the terms of Annex A to this Agreement and the terms of Annex A are hereby incorporated by reference herein. |
| 5. | Consultant Representations. In connection with the transactions contemplated hereby, the Consultant represents and warrants to the Company that: |
(a) Organization and Authority. The Consultant is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Consultant. The Consultant possesses all requisite power and authority necessary to enter into this Agreement and to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Consultant and the Company, this Agreement shall be a legal, valid and binding agreement of the Consultant, enforceable against the Consultant in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
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(b) No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Consultant of the transactions contemplated hereby do not violate, conflict with or constitute a default under, in each case, in any material respect, (i) the formation and governing documents of the Consultant, (ii) any agreement, indenture or instrument to which the Consultant is a party or (iii) any law, statute, rule or regulation to which the Consultant is subject, or any agreement, order, judgment or decree to which the Consultant is subject.
(c) Restrictions on Transfer. The Consultant acknowledges and understands the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if in the future Consultant decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (i) pursuant to an effective registration statement filed under the Securities Act, (ii) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (iii) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Consultant acknowledges and understands the Securities will be subject to transfer restrictions as described in the Letter Agreement and agrees to enter into such Letter Agreement in its capacity as the holder of the Securities. Consultant agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Investor may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Consultant agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). Consultant further acknowledges that because the Company is a shell company, Rule 144 may not be available to Consultant for the resale of the Securities until the one-year anniversary following consummation of the Business Combination (as defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.
(d) Accredited Investor. Consultant is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act.
(e) Sophisticated in Financial Matters. Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits associated with the securities of companies in the development stage such as the Company. Consultant is aware that (i) the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore may not be offered for sale, sold, assigned or transferred unless subsequently registered under the Securities Act or an exemption from such registration is available and (ii) Consultant has waived its redemption rights with respect to the Securities as set forth in the Letter Agreement, and the Securities held by Consultant are not entitled to, and have no right, interest or claim to any monies held in the Trust Account (as defined below). Consultant is able to bear the economic risk of its investment in the Securities for an indefinite period of time. The Consultant has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Consultant acknowledges specifically that a possibility of complete loss of its investment in the Securities exists.
(f) No Public Market. The Consultant understands that no public market now exists for the Securities, and that the Company has made no assurances that a public market will ever exist for the Securities.
(g) No Legal Advice from the Company. The Consultant acknowledges it has had the opportunity to review this Agreement with Consultant’s own legal counsel and investment and tax advisors as it has considered necessary to make an informed decision with respect to the acceptance of the Share Consideration. The Consultant understands that its ownership of the Securities may cause adverse tax consequences and the Consultant has reviewed its acceptance of the Securities with its tax advisors and has not received or relied upon any tax advance from the Company or its affiliates, or any advisor to the Company.
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| 6. | Confidentiality. |
(a) As a condition of, and as a material inducement to the Company entering into this Agreement, during the Term and for a period of one (1) year thereafter, the Consultant and its Representatives will not, directly or indirectly, during or after the term of this Agreement, disclose to anyone other than the Company or its Representatives, and will not use except in the provision of the Services hereunder, any confidential, proprietary or secret information, documentation or material relating to the Company or its products, services, customers or business operations, personnel or activities, clients, vendors, licensees or licensors, whether learned or disclosed to the Consultant before or after the Effective Date (collectively, and as further defined herein, “Confidential Information”), except with the prior written permission of the Company (which may be withheld in its sole discretion). The Consultant agrees that all Confidential Information (whether or not learned, obtained or developed solely by the Consultant or jointly with others) shall remain the property of the Company. Confidential Information includes, but is not limited to: (i) the terms of this Agreement; (ii) information disclosed by the Company or its Representatives, whether disclosed orally or disclosed or accessed in written, electronic, or other form of media, including, without limitation, any information concerning the past, present, and future business affairs of the Company, finances, organizational structure, internal practices, ideas, know-how and other intellectual property, notes, analyses, reports of the Company; and (iii) any third-party confidential information included with, or incorporated in, any information provided by the Company or its Representatives to the Consultant, including, without limitation, any information concerning a potential target business and any information or materials prepared by the Company in connection with exploring a potential business combination opportunity. The Consultant may disclose Confidential Information to its Representatives who have a need to know such information in connection with the performance of the Services hereunder, provided that such Representatives are advised of the confidential nature of such information and are bound to the Consultant by confidentiality and non-use obligations materially consistent with the provisions of this Section 6. The Consultant will be responsible and liable for any breach of this Agreement by its Representatives. The Consultant and its Representatives shall (x) exercise reasonable care (and in any event no less than the same degree of care as it exercises to protect its own confidential information) to ensure that proper and secure storage is provided for all Confidential Information to protect against theft or unauthorized access and (y) promptly inform the Company in writing if Consultant or any of its Representatives become aware that Confidential Information has been disclosed to any unauthorized person and take commercially reasonable steps as the Company reasonably requests to retrieve such Confidential Information and/or protect it from further disclosure. The Consultant’s and its Representatives’ obligations under this Section 6(a) shall not apply to any information that (i) at the time of disclosure to the Consultant or its Representatives is in the public domain through no action or failure to act on the part of the Consultant of its Representatives in violation of this Agreement, (ii) is or becomes available to the Consultant or any of its Representatives from a third-party who is not known to the Consultant or its Representative to be subject to any obligation to the Company of confidentiality, (iii) is or has been independently developed by the Consultant and/or its Representatives without use of or reference to any Confidential Information or (iv) is approved for release by prior written authorization of the Company.
(b) In the event that the Consultant or any of its Representatives are required by applicable law, regulation, U.S. Securities and Exchange Commission (“SEC”) or stock exchange requirement or legal process (“Legal Requirement”) to disclose any of the Confidential Information, the Consultant will, before making any such disclosure to the extent permitted by Legal Requirement, notify the Company promptly in writing so that the Company or its affiliates may seek a protective order or other appropriate remedy, and the Consultant and its Representatives will cooperate in such efforts as reasonably requested by the Company, in opposing such disclosure or seeking a protective order or other limitations on disclosure. In the event that no such protective order or other remedy is obtained, or the Company waives compliance with the terms of Section 6(b) in such instance, the Consultant and its Representatives will furnish only that portion of the Confidential Information which the Consultant and its Representative, as applicable, is specifically required to disclose by Legal Requirement as advised by counsel, and will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.
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(c) Upon termination of this Agreement or at any earlier time as requested by the Company, the Consultant and its Representatives will promptly furnish to the Company or destroy (at the election of the Company) any and all copies (in whatever form or medium) of all Confidential Information, including any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis thereof. Notwithstanding the return or destruction of the Confidential Information required by this paragraph, all duties and obligations of the Consultant and its Representatives under this Section 6 shall remain in full force and effect.
(d) The Consultant acknowledges that the U.S. securities laws and other laws prohibit any person who has material, non-public information concerning a public company from purchasing or selling any of its securities, and from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The Consultant acknowledges and agrees that some of the Confidential Information may be considered “material non-public information” for purposes of the federal securities laws and that the Consultant and its Representatives will abide by all securities laws relating to the handling of and acting upon material non-public information of the Company.
| 7. | Miscellaneous. |
(a) No Survival of Representations and Warranties. None of the representations and warranties made by the parties hereto in this Agreement shall survive the termination of this Agreement.
(b) Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.
(c) Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof. The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement.
(d) Specific Performance. Each party hereto agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by any of the other parties hereto in accordance with the terms hereof and that such party shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy at law or equity, without the necessity of proving that monetary damages would be inadequate or the posting of a bond or other security.
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(e) Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties, it being understood that all parties need not sign the same counterpart. The words “execution”, “signed”, “signature” and words of like import in this Agreement or in any certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act of the United States or the Uniform Commercial Code of the United States.
(f) Reserved.
(g) Entire Agreement; Amendment; Waiver; Assignment. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes any prior oral or written communication or understanding with respect thereto, including the Prior Agreement. Except as otherwise provided herein or by applicable law, this Agreement may not be amended or changed in any respect, except by a written agreement executed by both parties hereto. No waiver will be effective unless it is expressly set forth in a written instrument executed by the waiving party and any such waiver will have no effect except in the specific instance in which it is given. Any delay or omission by a party in exercising its rights under this Agreement, or failure to insist upon strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant, condition or right, nor will any waiver or relinquishment of any right or power under this Agreement at any time or times be deemed a waiver or relinquishment of such right or power at any other time or times. The Consultant may not assign or otherwise transfer any right or obligation provided for under this Agreement without the prior written consent of the Company, and any purported assignment or transfer without such consent shall be null and void ab initio.
(h) Interpretation. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein”, “hereto” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular portion of this Agreement. As used in this Agreement, the term: (x) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; (y) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise); and (z) “Representative” shall mean, with respect to any person, any of such person’s affiliates and its and its affiliates’ respective partners, directors, officers, employees, consultants, accountants, attorneys, advisors, agents and other representatives; provided that neither party will be deemed a Representative of the other party for purposes of such definition.
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(i) Term; Termination. This Agreement shall have a term (the “Term”) beginning on the Effective Date and ending on the earlier of the consummation of an initial business combination (“Business Combination”) or the liquidation of the Company’s Trust Account (as defined below) in the event that the Company does not consummate a Business Combination prior to its deadline to do so under its organizational documents, as they may be amended. This Agreement may be terminated at any time prior to the end of the Term by either party by written notice to the other party in the event that the other party has materially breached this Agreement and such breach, if reasonably capable of cure, is not cured by the breaching party within twenty (20) days of receipt of written notice of such breach from the non-breaching party. Notwithstanding anything to the contrary contained herein, the provisions of Sections 4, 6 and 7 will survive any termination of this Agreement, regardless of the manner or nature of such termination. The termination of this Agreement will not relieve a party of any obligation or liability arising from any breach by such party of this Agreement prior to termination.
(j) Trust Account; Waiver of Liquidation Distributions; Redemption Rights. The Consultant understands that, at the closing of its IPO, the Company will establish a trust account (the “Trust Account”) for the benefit of the Company’s public shareholders (the “Public Shareholders”) containing the proceeds from its IPO and certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon), and that the Company may disburse monies from the Trust Account only under the circumstances described in the prospectus prepared by the Company in connection with the IPO. For and in consideration of the Company entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Consultant hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither the Consultant nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom to Public Shareholders (“Public Distributions”), or make any claim against the Trust Account or Public Distributions, in any case, with respect to any claims based upon, arising out of, in connection with or relating to this Agreement or the Services or the other transactions contemplated hereby, or the Share Consideration, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Consultant on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Consultant or any of its affiliates may have against the Trust Account or Public Distributions now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any Released Claims. The Consultant agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter into this Agreement, and the Consultant further intends and understands such waiver to be valid, binding and enforceable against the Consultant and each of its affiliates under applicable law. For purposes of clarity, the Consultant is not waiving any redemption right or claim to funds held in the Trust Account relating to a redemption or liquidation right for shares or units purchased in the Company’s IPO or public aftermarket.
(k) No Fiduciary Duty. The Company hereby acknowledges that (a) the payment of the Cash Consideration and issuance of the Share Consideration to Consultant pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and Consultant and any affiliate through which it may be acting, on the other, (b) Consultant is not acting as an agent or fiduciary of the Company and does not owe any fiduciary or similar duty to the Company, and (c) the Company’s engagement of Consultant in connection with the Services pursuant to this Agreement is as an independent contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Services pursuant to this Agreement (irrespective of whether any of Consultant and any affiliate has advised or is currently advising the Company on related or other matters) and any potential future investment by Consultant, if any. The Company agrees that it will not claim that Consultant has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
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(l) Notices. Any and all notices hereunder shall be deemed duly given when delivered by registered or certified mail (postage prepaid), email, overnight courier or hand delivery to the parties at the following addresses:
| If to the Company: |
Berto Acquisition Corp. II 1180 North Town Center Drive, Suite 100 Las Vegas, Nevada 89144 Attention: Mr. Harry L. You Email: [email protected] |
With a copy, which shall not constitute notice, to:
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020-1095
Attention: Joel Rubinstein
Email: [email protected];
| If to Consultant: |
Meteora Capital, LLC 1200 N Federal Highway, #200 Boca Raton, FL 33432 Attention: Team Meteora Email: [email protected] |
[Signatures appear on following pages.]
8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| Berto Acquisition Corp. II | ||
| By: | /s/ Harry L. You | |
| Name: | Harry L. You | |
| Title: | Chief Executive Officer | |
| METEORA CAPITAL, LLC and its affiliates | ||
| By: | /s/ Vikas Mittal | |
| Name: | Vikas Mittal | |
| Title: | Managing Member | |
9
Annex A
[Omitted]
A-1
Exhibit 10.2
OMNIBUS JOINDER TO LETTER AGREEMENT AND
REGISTRATION RIGHTS AGREEMENT
August 6, 2026
Reference is made to that certain Letter Agreement, dated as of May 14, 2026 (the “Letter Agreement”), by and among Berto Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Berto Acquisition Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), Meteora Capital LLC (“Meteora”), Harry L. You, Robert H. You, Oanh Truong and other insiders of the Company (the “Directors”) and that certain Registration Rights Agreement, dated as of May 14, 2026 (the “Registration Rights Agreement”), by and among the Company, the Sponsor, Harry L. You, Robert H. You, Meteora, Oanh Truong, and Needham & Company, LLC. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.
By executing this omnibus joinder, the undersigned hereby agrees, as of July 31, 2026, that the undersigned (i) shall become a party to the Letter Agreement, and shall be bound by, and shall, subject to the acknowledgment below, be subject to the transfer restrictions set forth under Section 7 of the Letter Agreement with respect to any Founder Shares he may own in the same manner as if the undersigned was an “Insider” original signatory to the Letter Agreement; provided, however, that the undersigned shall be permitted to transfer such Founder Shares to any permitted transferees in accordance with Section 7 of the Letter Agreement; and (ii) shall become a party to the Registration Rights Agreement, and shall be, as applicable, bound by the terms and provisions of the Registration Rights Agreement as a Holder and entitled to the rights of a Holder under the Registration Rights Agreement.
For the purposes of clarity, it is expressly understood and agreed that each provision contained herein, in the Letter Agreement (to the extent applicable to the undersigned) and the Registration Rights Agreement is between the Company and the undersigned, solely, and not between and among the undersigned and the other securityholders of the Company signatory thereto.
This joinder may be executed in two or more counterparts, and by electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method, all of which shall be deemed an original and all of which together shall constitute one instrument.
| Vikas Mittal | |
| /s/ Vikas Mittal |
| ACKNOWLEDGED AND AGREED: | ||
| BERTO ACQUISITION CORP. II | ||
| By: | /s/ Vikas Mittal | |
| Name: | Vikas Mittal | |
| Title: | Executive Chairman | |
[Signature Page to Joinder to Letter Agreement and Registration Rights Agreement]