Berto Acquisition Corp II美股招股说明书(2026-05-18版)

Berto Acquisition Corp. II 27,400,000 Units Berto Acquisition Corp. II 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 (or 27 months from the closing of this offering if we have executed a letter ofintent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of thisoffering) (the “completion window”). We have not selected any specific business combination target and we have not, nor has anyoneon our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to aninitial business combination with us. However, our founder and members of our management team had been actively in discussionswith potential business combination partners in their capacity as officers and directors of Berto Acquisition Corp. (“First Berto”),Coliseum Acquisition Corp. (which consummated its initial business combination in December2024) (“Coliseum”), dMY SquaredTechnology Group, Inc. (which consummated its initial business combination in March 2026) (“dMY Squared”), dMY TechnologyGroup, Inc. VI (which liquidated in April2023 without completing a business combination) (“dMY VI”), dMY Technology Group,Inc. IV (which consummated its initial business combination in December2021) (“dMY IV”), dMY Technology Group, Inc. III (whichconsummated its initial business combination in October2021) (“dMY III”), dMY Technology Group, Inc. II (which consummated itsinitial business combination in April2021) (“dMY II”), dMY Technology Group, Inc. (which consummated its initial businesscombination in December2020) (“dMY I”, and together with dMY II, dMY III, dMY IV, dMY VI, and dMY Squared, “dMYSPACs”), GTY Technology Holdings Inc. (which consummated its initial business combination in February2019) (“GTY”), BitcoinInfrastructure Acquisition Corp Ltd, CSLM Digital Asset Acquisition Corp III, Ltd, Invest Acquisition Corp., and Investcorp AIAcquisition Corp. (which entered into a definitive business combination agreement on April 8, 2026), and we may pursue businesscombination partners that had previously been in discussions with the management teams of such SPACs. Past performance by ourmanagement team, including with respect to each of the foregoing SPACs is not a guarantee of success with respect to our search for abusiness combination 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-third of one redeemable warrant. Each whole warrant, when exercisable, entitles the holder thereof to purchaseone ordinary share at a price of $11.50 per share (the “exercise price”), subject to adjustment as described herein. Only whole warrantsare exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrantswill become exercisable 30 days after the completion of our initial business combination and will expire five years after thecompletion of our initial business combination or earlier upon redemption or our liquidation, as described herein. Subject to the termsand conditions described in this prospectus, we may call the warrants for redemption once the warrants become exercisable. Theunderwriters have a 45-day option from the date of this prospectus to purchase up to 4,110,000 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 amountsreleased to us to fund our working capital requirements (subject to the limitations described herein) and taxes paid or payable), dividedby the number of then issued and outstanding public shares, subject to applicable law and limitations and on the conditions describedherein, at the earliest of (i) the completion of our initial business combination in connection with a general meeting called to approvethe initial business combination or without a shareholder vote by means of a tender offer, or (ii) the redemption of our public sharesproperly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of associat