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Berto Acquisition Corp.

For the period ended Jun 30, 2026. Filed Aug 14, 2026.

View on SEC.gov

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.

Jun 30, 2026 · Filed Aug 14, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001829126-26-005372

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-14.

0001829126-26-008902

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 59 previous paragraphs and 61 current paragraphs.

52 unchanged; 6 reworded; 3 added; 1 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 (3)

Current report

For the three months ended June 30, 2026, we had net income of approximately $1.1 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 $1.6 million of general and administrative expenses (of which $82,500 was for services with related parties and approximately $1.4 million was in related to merger expenses).

Current report

For the six months ended June 30, 2026, we had net income of approximately $3.3 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 $2.1 million of general and administrative expenses (of which $165,000 was for services with related parties and approximately $1.7 million was in related to merger expenses).

Current report

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).
Removed paragraphs (1)

Previous report

For the three months ended March 31, 2025, we had net loss of approximately $18,000, which consisted solely of general and administrative expenses.
Reworded paragraphs (6)

Previous wording

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

Current wording

As of June 30, 2026, we had approximately $147,000 in cash and a working capital deficit of approximately $2.1 million.

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 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.

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 June 30, 2026, our management has determined that our liquidity, 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 completed 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 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).

Current 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).

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 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.

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 June 30, 2026 in the accompanying unaudited condensed statement of operations. We recorded an outstanding balance of $210,000 and $120,000 as of June 30, 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 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.

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 and $75,000 in general and administrative expenses for the three and six months ended June 30, 2026 and had outstanding balance of $150,000 and $75,000 as of June 30, 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. There was no expense for such fees during the three and six months ended June 30, 2025.

Previous wording

As of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(b)(1) of Regulation S-K and did not have any commitments or contractual obligations.

Current wording

As of June 30, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(b)(1) of Regulation S-K.