{"url_path":"/sec/guac/8-k/2026-05-18/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","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":415,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n \n\nA total of $315,100,000 of the net proceeds from the IPO (which amount includes $12,288,900 of the underwriters’ deferred discount) and the sale of the Sponsor Private Placement Warrants was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to fund its working capital requirements, subject to an annual limit of $500,000 and to pay its taxes, if any, and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination in connection with a general meeting called to approve the initial business combination or without a shareholder vote by means of a tender offer, (ii) (x) the redemption of the Ordinary Shares included in the Units sold in the IPO (the “public shares”) if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO (the “completion window”), subject to applicable law or (y) if the Company extends the completion window and such extension is conditioned upon depositing additional funds into the trust account, upon the end of a 30-day cure period after the date any such funds were required to be deposited but were not so deposited or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s Articles not for the purpose of approving, or in conjunction with the consummation of, an initial business combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to rights of holders of the Company’s Ordinary Shares or pre-initial business combination activity.\n\n \n\nOn May 14, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.\n\n \n\nOn May 18, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.\n\n \n\n3"}