Berto Acquisition Corp.

Previous wording

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 wording

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. We did not enter into a definitive agreement with OnMed and on March 23, 2026, the LOI expired in accordance with its terms.

Previous wording

As of September 30, 2025, we had approximately $325,000 in cash and a working capital of approximately $216,000.

Current wording

As of March 31, 2026, we had approximately $209,000 in cash and a working capital deficit of approximately $480,000.

Previous 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.

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 and advances from the Sponsor.

Previous wording

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40 - Presentation of Financial Statements – Going Concern, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of September 30, 2025, our management has determined that our current liquidity including, our access to funds from the Sponsor entity and the fact that our Sponsor and/or its affiliates agrees to make those funds available and has the financial wherewithal to provide such funds and the net proceeds from the closing of the Initial Public Offering and the Private Placement held outside Trust once consummated, is sufficient to fund us the working capital needs through a minimum of one year from the date of issuance of these unaudited condensed financial statements.

Current wording

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40 - Presentation of Financial Statements – Going Concern, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of March 31, 2026, our management has determined that our mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern through the earlier of the liquidation date of May 1, 2027 or the completion of the Initial Business Combination. There is no assurance that our plans to consummate the Initial Business Combination will be successful or successful within the Completion Window. These unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Previous 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).

Current wording

For the three months ended March 31, 2026, we had net income of approximately $2.2 million, which consisted of approximately $2.7 million of interest income from operating account and investments held in the Trust Account, partially offset by approximately $482,000 of general and administrative expenses (of which $45,000 was for administrative expenses accrued 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 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.

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 in expenses for such fees during the three months ended March 31, 2026 in the accompanying unaudited condensed statement of operations. We recorded an outstanding balance of $165,000 and $120,000 as of March 31, 2026 and December 31, 2025, respectively, in connection with such fees in accrued expenses - related parties in the accompanying unaudited condensed balance sheets.

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 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.

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 March 31, 2026 and had outstanding balance of $112,500 and $75,000 as of March 31, 2026 and December 31, 2025, respectively, in connection with such fees in accrued expenses - related parties in the accompanying statement of operations and balance sheets.