{"url_path":"/sec/guac/8-k/2026-05-18/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":235,"has_tables":true,"body_markdown":"**Item 3.02. Unregistered Sales of Equity Securities.**\n\n \n\nOn May 18, 2026, simultaneously with the closing of the IPO, pursuant to the Sponsor Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 3,500,000 warrants (the “Sponsor Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Sponsor Private Placement Warrant, generating gross proceeds to the Company of $3,500,000.\n\n \n\nThe Sponsor Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except that, for so long as the Sponsor Private Placement Warrants are held by the Sponsor, the Sponsor Private Placement Warrants (i) may not (including the underlying shares), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial business combination, (ii) will be (including the underlying shares) entitled to registration rights, (iii) will not be redeemable by the Company and (iv) may be exercised by the holders on a cashless basis. The material terms of the Sponsor Private Placement Warrants are fully described in the Prospectus and are incorporated herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Sponsor Private Placement Warrants. The issuance of the Sponsor Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended."}