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Berto Acquisition Corp.

For the period ended Mar 31, 2026. Filed May 15, 2026.

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About this filing

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.

Mar 31, 2026 · Filed May 15, 2026

TACO$10.50-0.0%Stored close · as of Nov 6, 2026
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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

BERTO ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands99-4250815
(State or other jurisdiction of incorporation)(IRS Employer Identification No.)

**1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:(702) 781-4313

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Units, consisting of one (1) ordinary share, $0.0001 par value, and one-half of one (1) redeemable warrantTACOUThe Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per shareTACOThe Nasdaq Stock Market LLC
Warrants entitling the holder to purchase one (1) ordinary share, par value $0.0001 per shareTACOWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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. (Check one):

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 15, 2026,37,518,750 ordinary shares, par value $0.0001 per share, were issued and outstanding.

BERTO ACQUISITION CORP.

TABLE OF CONTENTS

Page No.
PART I. FINANCIAL INFORMATION
Item 1.Unaudited Condensed Financial Statements1
Condensed Balance Sheets as of March 31, 2026 (unaudited) and December 31, 20251
Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 20252
Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 and 20253
Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 20254
Notes to Unaudited Condensed Financial Statements5
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 3.Quantitative and Qualitative Disclosures About Market Risk28
Item 4.Controls and Procedures28
PART II. OTHER INFORMATION
Item 1.Legal Proceedings29
Item 1A.Risk Factors29
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities29
Item 3.Defaults Upon Senior Securities30
Item 4.Mine Safety Disclosures30
Item 5.Other Information30
Item 6.Exhibits31
SIGNATURES32

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.