Berto Acquisition Corp美股招股说明书(2025-05-01版)

Berto Acquisition Corp. 26,100,000 Units Berto Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company whose businesspurpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination withone or more businesses, which we refer to as our initial business combination. We will have 24 months from the closing of thisoffering to complete our initial business combination (the “completion window”). We have not selected any specific businesscombination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, withany business combination target with respect to an initial business combination with us. However, members of our management teamhad been actively in discussions with potential business combination partners in their capacity as officers and directors of ColiseumAcquisition Corp. (which consummated its initial business combination in December2024) (“Coliseum”), dMY Squared TechnologyGroup, Inc. (which announced on February 26, 2025 that it had entered into a non-binding letter of intent for a potential businesscombination) (“dMY Squared”), dMY Technology Group, Inc. VI (which liquidated in April2023 without completing a businesscombination) (“dMY VI”), dMY Technology Group, Inc. IV (which consummated its initial business combination in December2021)(“dMY IV”), dMY Technology Group, Inc. III (which consummated its initial business combination in October2021) (“dMY III”),dMY Technology Group, Inc. II (which consummated its initial business combination in April2021) (“dMY II”), dMY TechnologyGroup, Inc. (which consummated its initial business combination in December2020) (“dMY I”, and together with dMY II, dMY III,dMY IV, dMY VI, and dMY Squared, “dMY SPACs”), and GTY Technology Holdings Inc. (which consummated its initial businesscombination in February2019) (“GTY”), and we may pursue business combination partners that had previously been in discussionswith the management teams of the dMY SPACs, GTY, and Coliseum. Past performance by our management team, including withrespect to each of GTY, Coliseum, and the dMY SPACs is not a guarantee of success with respect to our search for a businesscombination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 per unit and consists of oneordinary share and one-half of one redeemable warrant. Each whole warrant, when exercisable, entitles the holder thereof to purchaseone ordinary share at a price of $10.50 per share within the first 12 months following the closing of an initial business combination or$11.50 per share after the 12-month anniversary of the closing of the initial business combination (the “exercise price”), subject toadjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the unitsand only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial businesscombination and will expire five years after the completion of our initial business combination or earlier upon redemption or ourliquidation, as described herein. Subject to the terms and conditions described in this prospectus, we may call the warrants forredemption once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchaseup to 3,915,000 additional units to cover over-allotments, if any. Table of contents We will provide our public shareholders (excluding our sponsor, sponsor affiliates, directors and officers to the extent theyacquire public shares) with the opportunity to redeem all or a portion of their ordinary shares that were sold as part of the units in thisoffering, which we refer to collectively as our public shares, at a per share price, payable in cash, equal to the aggregate amount thenon deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes paidor payable), divided by the number of then issued and outstanding public shares, subject to applicable law and limitations and on theconditions described herein, at the earliest of (i) the completion of our initial business combination in connection with a generalmeeting called to approve the initial business combination or without a shareholder vote by means of a tender offer, or (ii) theredemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restatedmemorandum and articles of association (“articles”) not for the purpose of approving, or in conjunction with the consummation of, aninitial business combination (A) to modify the substance or timing of our obligation to allow redemption in connection with our initialbusiness combination or to redeem 100% of our public shares if we have not consummated an initial business combina