1. It's like a **talent scout for the stock market**, actively searching for a promising private tech company (especially in AI and its infrastructure) to bring into the public eye.

2. Think of it as a **publicly traded 'acquisition shopping cart'**, funded by investors and specifically designed to find and acquire a single high-potential private company to bring onto the stock market.

3. It's like a **specialized "matchmaker" for businesses**, connecting a private, high-growth company (often in AI or related infrastructure) with public investors by facilitating its listing on the stock market.

• Business Combination Facilitation: Berto Acquisition II operates as a blank check company whose sole purpose is to identify, acquire, and merge with a private operating business, taking it public.

Berto Acquisition II (GUAC) is a blank check company, also known as a Special Purpose Acquisition Company (SPAC). Its stated purpose is to effect a business combination with one or more businesses. As such, it does not currently have any operating business or products/services to sell, and therefore, it does not have major customers in the traditional sense.

Harry You, Founder & CEO

Harry You is the founder and Chief Executive Officer of Berto Acquisition II. He has sponsored ten previous special purpose acquisition companies (SPACs), including Berto Acquisition Corp., Coliseum Acquisition Corp., dMY Technology Group, Inc. IV, dMY Technology Group, Inc. III, dMY Technology Group, Inc. II, dMY Technology Group, Inc., and GTY Technology Holdings Inc.. Mr. You served as a managing director in the Investment Banking Division of Morgan Stanley and two other firms from 1989 to 2001, where he executed several hundred investments and acquisitions. He was the Chief Financial Officer at Accenture from 2001 to 2004 and at Oracle from 2004 to 2005. From 2008 to 2016, he was the Executive Vice President in the Office of the Chairman, responsible for Merger & Acquisition and Corporate Development at EMC, where he helped architect the $67 billion buyout of EMC by Dell Technologies Inc.. He also serves as Chairman of Rain Enhancement Technologies Holdco, Inc. and Chief Executive Officer and Executive Chairman of First Berto.

Robert You, President & CFO

Robert You has served as the President and Chief Financial Officer of Berto Acquisition II since April 2026. He previously worked as an Investment Banking Analyst at J.P. Morgan from June 2025 to April 2026, gaining experience in financial analysis and capital markets transactions. Mr. You also served as the Vice President of Corporate Development of First Berto from March 2025 until July 2025. He earned a B.A. in Economics from Yale University. Robert You is the son of Harry You.

Vikas Mittal, Executive Chairman

Vikas Mittal has served as the Executive Chairman of the board of directors of Berto Acquisition II since April 2026. He possesses nearly two decades of experience related to special purpose acquisition companies. Mr. Mittal has been the Chief Financial Officer of First Berto since June 2025. Since January 2022, he has served as the Managing Member and Chief Investment Officer of Meteora, an alternative investment firm. Meteora's principals have experience across the full lifecycle of SPACs, from initial public offerings to de-SPAC business combinations. Additionally, he has served as the Chief Executive Officer and Chief Financial Officer of Investcorp Europe Acquisition Corp. I since December 2024. Mr. Mittal holds a B.S. in Finance from the University of Florida and an MBA from NYU Stern School of Business, and is a CFA charterholder.

Key Risks to Berto Acquisition II (GUAC)

1. Failure to Complete a Business Combination: As a blank check company, Berto Acquisition II's sole purpose is to effect a merger, share exchange, asset acquisition, or similar business combination. If the company fails to identify and complete a suitable business combination within the required timeframe, it will be forced to liquidate, and investors may only receive their initial investment back, potentially without significant returns or even at a loss, especially if shares were purchased above the IPO price. The background mentions a related SPAC, dMY Technology Group, Inc. VI, that liquidated without completing a business combination, highlighting this inherent risk.
2. Uncertainty of Target Business and Future Performance: Berto Acquisition II has not selected any specific business combination target. This means investors are purchasing shares without knowing which business the company will eventually acquire or merge with. The success of the investment largely depends on the management team's ability to identify a high-quality target and the acquired business's future operational and financial performance, which is unknown at this stage.

The expected drivers of future revenue growth for Berto Acquisition II (GUAC) over the next 2-3 years are primarily tied to its strategy of identifying and completing a business combination with a company in its target sectors.

1. Accelerated demand for artificial intelligence (AI) and AI infrastructure solutions: Berto Acquisition II intends to capitalize on opportunities within the AI infrastructure and supply chain ecosystem. As AI adoption continues to grow, an acquired business in mission-critical components, data, energy, or infrastructure enabling AI scaling would experience increased demand for its products and services.
2. Successful development and deployment of advanced nuclear technologies: The company has expressed particular interest in advanced nuclear technologies, such as small modular reactor (SMR) developers. The successful commercialization and widespread deployment of SMRs to meet growing energy demands, particularly from AI data centers, would be a significant revenue driver for an acquired entity in this space.
3. Strategic inorganic growth opportunities: Following an initial business combination, the combined public company could serve as a platform for future inorganic growth by increasing its footprint, areas of activities, and extending services. This strategy of further acquisitions would contribute to expanded revenue streams.
4. Expansion of market reach and customer base: An acquired operating business would pursue growth by expanding its customer base and penetrating new markets, whether in specialized AI solutions or the deployment of advanced energy technologies.
5. Leveraging management team's expertise and industry relationships: Berto Acquisition II aims to combine with a business that can benefit from its management team’s established relationships and operating experience. This expertise is expected to facilitate growth through strategic direction, operational improvements, and enhanced market access for the acquired company.

Share Issuance

• Berto Acquisition Corp. II completed its initial public offering (IPO) on May 18, 2026, issuing 31,510,000 units at $10.00 per unit, generating gross proceeds of $315,100,000.
• The gross proceeds of $315,100,000 from the IPO were placed into a trust account.

Inbound Investments

• Simultaneously with the IPO, a private placement of 3,500,000 warrants was made to the sponsor at $1.00 per warrant, raising an additional $3,500,000 in gross proceeds for the company.