Berto Acquisition Corp.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001829126-25-006209
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001829126-25-009131
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 57 previous paragraphs and 61 current paragraphs.
51 unchanged; 6 reworded; 4 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
Letter of Intent
Current report
On October 29, 2025, we and OnMed LLC, a developer of healthcare infrastructure solutions (“OnMed”), issued a joint press release announcing that we have entered into a non-binding letter of intent (“LOI”) for a potential business combination (the “Proposed Transaction”). We expect to announce additional details regarding the proposed Transaction if and when a definitive agreement is executed.
Current report
No assurances can be made that we and OnMed will successfully negotiate and enter into a definitive agreement, or that the Proposed Transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to the completion of due diligence, the negotiation of a definitive agreement providing for the Proposed Transaction, satisfaction of the conditions negotiated therein, board and equity holder approval, regulatory approvals, and other customary conditions.
Current report
The Company had no activity and no expense for the period from July 15, 2025 (inception) through September 30, 2024.
Reworded paragraphs (6)
Previous wording
As of June 30, 2025, we had approximately $361,000 in cash and a working capital of approximately $392,000.
Current wording
As of September 30, 2025, we had approximately $325,000 in cash and a working capital of approximately $216,000.
Previous wording
Our liquidity needs through June 30, 2025 were satisfied through the payment of $25,000 from our Sponsor, its affiliates, and the Consultant to purchase founder shares, and a loan under the Note in the amount of approximately $222,000. We 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, our 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.
Current wording
Our liquidity needs prior to the closing of the Initial Public Offering were satisfied through the payment of $25,000 from our Sponsor, its affiliates, and the Consultant to purchase founder shares, and a loan under the Note in the amount of approximately $222,000. We 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, our 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.
Previous wording
For the three months ended June 30, 2025, we had net income of approximately $1.9 million, which consisted of approximately $2.1 million of interest income from operating account and investments held in the Trust Account, partially offset by approximately $229,000 of general and administrative expenses (of which $30,000 was for administrative expenses paid to our Sponsor).
Current wording
For the three months ended September 30, 2025, we had net income of approximately $3.2 million, which consisted of approximately $3.3 million of interest income from operating account and investments held in the Trust Account, partially offset by approximately $179,000 of general and administrative expenses (of which $45,000 was for administrative expenses paid to our Sponsor).
Previous wording
For the six months ended June 30, 2025, we had net income of approximately $1.8 million, which consisted of approximately $2.1 million of interest income from operating account and investments held in the Trust Account, partially offset by approximately $247,000 of general and administrative expenses (of which $30,000 was for administrative expenses paid to our Sponsor).
Current wording
For the nine months ended September 30, 2025, we had net income of approximately $5.0 million, which consisted of approximately $5.4 million of interest income from operating account and investments held in the Trust Account, partially offset by approximately $427,000 of general and administrative expenses (of which $75,000 was for administrative expenses paid to our Sponsor).
Previous wording
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 outstanding balance of $30,000 as of June 30, 2025 in connection with such fees in accrued expenses in the accompanying condensed balance sheets.
Current wording
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 $45,000 and $75,000 for the three and nine months ended September 30, 2025, and an outstanding balance of $75,000 as of September 30, 2025 in connection with such fees in accrued expenses - related parties in the accompanying unaudited condensed statements of operations and balance sheet.
Previous wording
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 at the beginning of the next quarter.
Current wording
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 $37,500 in general and administrative expenses for the three months ended September 30, 2025 and an outstanding balance of $37,500 as of September 30, 2025 in connection with such fees in accrued expenses - related parties in the accompanying unaudited condensed statements of operations and balance sheet.