{"url_path":"/sec/guac/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/2081515/0001829126-26-005417-index.html","accession_number":"0001829126-26-005417","cik":"0002081515","ticker":"GUAC","issuer_name":"Berto Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2081515/0001829126-26-005417-index.html","primary_entity_key":"0002081515","primary_entity_name":"Berto Acquisition Corp. II"},"word_count":502,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn May 18, 2026, Berto Acquisition Corp. II (the “Company”) consummated its initial public offering (“IPO”) of 31,510,000 units (the “Units”), including the issuance of 4,110,000 Units as a result of the underwriters’ full exercise of their over-allotment option. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $315,100,000.\n\n \n\nIn connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-295343) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 27, 2026, as amended (the “Registration Statement”):\n\n \n\n \n●\nAn Underwriting Agreement, dated May 14, 2026, by and between the Company and Needham & Company, LLC, as the representative of the underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.\n\n \n\n \n●\nA Warrant Agreement, dated May 14, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.\n\n \n\n \n●\nA Letter Agreement, dated May 14, 2026, by and among the Company, Berto Acquisition Sponsor II LLC (the “Sponsor”), the initial shareholders, and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.\n\n \n\n \n●\nAn Investment Management Trust Agreement, dated May 14, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.\n\n \n\n \n●\nA Registration Rights Agreement, dated May 14, 2026, by and among the Company, the Sponsor and the other holders named therein, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference.\n\n \n\n \n●\nA Private Placement Warrants Purchase Agreement, dated May 14, 2026, by and between the Company and the Sponsor (the “Sponsor Warrants Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference.\n\n \n\n \n●\nAn Administrative Services and Indemnification Agreement, dated May 14, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference.\n\n \n\nThe material terms of such agreements are fully described in the Company’s final prospectus, dated May 14, 2026 as filed with the Commission on May 14, 2026 (the “Prospectus”) and are incorporated herein by reference.\n\n \n\n1"}