Berto Acquisition Corp.

We are a blank check company incorporated on July 15, 2024 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a shell company as defined under the Exchange Act of 1934 (the Exchange Act ) because we have no operations and nominal assets consisting almost entirely of cash. On November 11, 2024, our Sponsor and its affiliates purchased $23,957 for an aggregate of 6,887,500 ordinary shares and a consultant, Meteora Capital, LLC ( Meteora ), paid $1,043 for an aggregate of 300,000 ordinary shares (such shares, the founder shares ). On April 29, 2025, we capitalized $31.63 standing to the credit of our share premium account and issued an additional 316,250 ordinary shares, resulting in our Sponsor, sponsor affiliates, and Meteora holding an aggregate of 7,503,750 ordinary shares. All shares and associated amounts have been retroactively restated to reflect the share capitalization. The sponsor affiliates include Harry You, who acts as our Chairman of the board of directors and the managing member of the Sponsor, and Robert You, adult son of Harry You. Both Messrs. You directly own membership interests in our sponsor.