Berto Acquisition Corp.

S-11 bertoacquisition_s1.htm S-1

As filed with the U.S. Securities and Exchange Commission on March 21, 2025.

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

Tel: (702) 781-4313

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Harry L. You

Executive Chairman and Interim Chief Financial Officer

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

Tel: (702) 781-4313

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462I under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 21, 2025

PRELIMINARY PROSPECTUS

$250,000,000

Berto Acquisition Corp.

25,000,000 Units

Berto Acquisition Corp. 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, which we refer to as our initial business combination. We will have 24 months from the closing of this offering to complete our initial business combination (the “completion window”). We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. However, members of our management team had been actively in discussions with potential business combination partners in their capacity as officers and directors of Coliseum Acquisition Corp. (which consummated its initial business combination in December 2024) (“Coliseum”), dMY Squared Technology Group, Inc. (which entered into a non-binding letter of intent for a potential business combination on February 26, 2025) (“dMY Squared”), dMY Technology Group, Inc. VI (which liquidated in April 2023 without completing a business combination) (“dMY VI”), dMY Technology Group, Inc. IV (which consummated its initial business combination in December 2021) (“dMY IV”), dMY Technology Group, Inc. III (which consummated its initial business combination in October 2021) (“dMY III”), dMY Technology Group, Inc. II (which consummated its initial business combination in April 2021) (“dMY II”), dMY Technology Group, Inc. (which consummated its initial business combination in December 2020) (“dMY I”, and together with dMY II, dMY III, dMY IV, dMY VI, and dMY Squared, “dMY SPACs”), and GTY Technology Holdings Inc. (which consummated its initial business combination in February 2019) (“GTY”), and we may pursue business combination partners that had previously been in discussions with the management teams of the dMY SPACs, GTY, and Coliseum. Past performance by our management team, including with respect to each of GTY, Coliseum, and the dMY SPACs is not a guarantee of success with respect to our search for a business combination target.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 per unit and consists of one ordinary share and one-half of one redeemable warrant. 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”), subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. Subject to the terms and conditions described in this prospectus, we may call the warrants for redemption once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any.

We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our 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 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, subject to applicable law and limitations and on the conditions described herein, at the earliest of (i) the completion of our 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, or (ii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (“articles”) 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 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 including any extension of the completion window. As further described in this prospectus, our articles provide that a public shareholder, together with any affiliate or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act of 1934, as amended), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares sold in this offering, without our prior consent. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against an initial business combination, or whether they do not vote or abstain from voting on the initial business combination, and regardless of whether they hold public shares on the record date established in connection with our initial business combination. If we are unable to complete our initial business combination within the completion window, we will as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds, redeem 100% of 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 thereon (which interest shall be net of taxes paid or payable and up to $100,000 to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

Our sponsor, Berto Acquisition Sponsor LLC, a Cayman Islands limited liability company formed for the purpose of investing in us, and the underwriters in this offering have committed to purchase an aggregate of 7,750,000 private placement warrants (including if the underwriters’ over-allotment option is exercised in full), each exercisable 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, at a price of $1.00 per warrant, for an aggregate purchase price of $7,750,000, in a private placement that will close simultaneously with the closing of this offering. The private placement warrants are identical to the warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Of the 7,750,000 private placement warrants, our sponsor has agreed to purchase 4,000,000 private placement warrants and the underwriters have agreed to purchase 3,750,000 private placement warrants.

In November 2024, our sponsor and sponsor affiliates (as defined below) paid $23,956.52 for an aggregate of 6,887,500 ordinary shares (up to 937,500 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters’ over-allotment option is exercised) and a consultant (not affiliated with the sponsor) paid $1,043.48 for an aggregate of 300,000 ordinary shares (none of which are subject to forfeiture in connection with the exercise of the over-allotment option), for a total of 7,187,500 ordinary shares issued for an aggregate purchase price of $25,000, or approximately $0.003 per share. The “sponsor affiliates” include Harry You, who acts as our Interim Chief Financial Officer and the Executive Chairman of our board of directors and the managing member of the Sponsor, and Robert You, adult son of Harry You and the Vice President of Corporate Development of the company. Both Messrs. You directly own membership interests in our sponsor. Out of the total 6,887,500 founder shares held by our sponsor and sponsor affiliates, the sponsor, Harry You and Robert You each directly holds 2,575,000, 2,300,000 and 2,012,500 founder shares, respectively, each purchased at approximately $0.003 per share.

Because our sponsor, sponsor affiliates and a consultant each acquired the founder shares at a nominal price (approximately $0.003 per share), our public shareholders will incur an immediate and material dilution upon the closing of this offering.See the section titled “Risk Factors — The nominal purchase price paid by our sponsor, sponsor affiliates and a consultant for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and the value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.” We will also pay an affiliate of our sponsor for office space and administrative services provided to members of our management team in an amount equal to $15,000 per month. Our sponsor may loan us up to $300,000 under an unsecured, non-interest bearing promissory note for offering-related and organizational expenses. The loan is due at the earlier of June 30, 2025 or the closing of this offering and is anticipated to be repaid upon completion of this offering. Our sponsor or an affiliate of our sponsor or certain of our officers and directors may loan us funds to finance transaction costs in connection with an intended initial business combination. Such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The issuance of shares upon the exercise of such warrants may result in material dilution to our public shareholders.See the section titled “Summary — Our Sponsor” for more information regarding, among other things, the amount of compensation and securities received or to be received by our sponsor, its affiliates and our officers and directors.

The following table illustrates the difference between the public offering price and our net tangible book value per share, as adjusted to reflect various potential redemption levels that may occur in connection with the closing of our initial business combination, which we refer to as Adjusted NTBVPS, on a pro forma basis to give effect to this offering and the issuance of the private placement shares, assuming no exercise of the over-allotment option and exercise of the over-allotment option in full. Adjusted NTBVPS excludes the effect of the consummation of our initial business combination or any related transactions or expenses.See the section titled “Dilution” for more information.

Our founder shares are of the same class as the ordinary shares included in the units being sold in this offering. Our founder shares are identical to the public shares except that the founder shares are entitled to registration rights and subject to certain transfer restrictions, as described in more detail in this prospectus. Unlike in other SPACs, our founder shares do not have conversion and anti-dilution rights in connection with the closing of a business combination. Therefore, if additional ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, our founder shares will be diluted by such issuance pro rata with the public shares.

Members of our management team will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, 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, sponsor affiliates, 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. In addition to their investments (directly or indirectly) in the founder shares and private placement warrants, our sponsor, officers, directors and/or their affiliates may make loans or advances to us for working capital from time to time. If we are unable to complete our initial business combination within the completion window, our sponsor, officers and directors may lose their entire investment in us, except to the extent they receive distributions on the founder shares from assets outside the trust account, if any, upon our liquidation and winding up, 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. Further, each of 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 were to be included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, each of our officers and directors presently has, and any of them 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. There may be actual or potential material conflicts of interest between our sponsor, its affiliates or promoters on the one hand, and the investors in this offering on the other hand.See the sections titled“Our Business Combination Process”and“Management — Conflicts of Interest.”**

Our sponsor is supported by affiliates of Meteora Capital, LLC, an investment adviser specializing in SPAC-related investments (“Meteora”). Meteora’s principals have previous experience across the full lifecycle of SPACs, from the initial public offering to the de-SPAC business combination process. Meteora will act as a consultant to the company and purchased 300,000 founder shares at a price per share of approximately $0.003 in November 2024. Meteora is expected to purchase public units from the underwriters in this offering at the $10.00 per unit offering price. Meteora is neither a broker-dealer nor affiliated with one and is not acting as an underwriter in connection with this offering. Meteora is not an affiliate of us or our sponsor, officers or directors.

Of the gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), after deducting $5,000,000 in underwriting discounts and commissions payable upon the closing of this offering and an aggregate of approximately $1,220,000 to pay fees and expenses in connection with the closing of this offering and approximately $1,530,000 for working capital following the closing of this offering, will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and held only (i) uninvested as cash, (ii) in an interest bearing bank demand deposit account or other accounts at a bank, or (iii) invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer we hold investments in the trust account, we 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 in cash or in an interest bearing demand deposit account. For more information about the risk of the company being considered to be operating as an unregistered investment company, see “Risk Factors— Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination — If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination or force us to abandon our efforts to complete an initial business combination.”

Currently, there is no public market for our units, ordinary shares or warrants. We intend to apply to have our units listed on the Nasdaq Global Market, or the Nasdaq, under the symbol “TACOU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the ordinary shares and warrants comprising the units will begin separate trading on the 52 ndday following the date of this prospectus unless Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), the representative of the underwriters of this offering, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the public shares and warrants will be listed on Nasdaq under the symbols “TACO” and “TACOW”, respectively.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 48 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.

The underwriter is offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about [●], 2025.

Sole Book-Running Manager

Cohen & Company Capital Markets

** , 2025**