Business Context and Reporting Period
Berto Acquisition Corp. (TACO) is a Cayman Islands exempted company incorporated on July 15, 2024, operating as a Special Purpose Acquisition Company (SPAC). The company is an emerging growth company and a shell company. This Form 10-Q covers the quarterly period ended September 30, 2025. The company consummated its Initial Public Offering (IPO) on May 1, 2025, and is currently searching for an initial business combination. On October 29, 2025, the company announced a non-binding letter of intent with OnMed LLC.
Key Financial Metrics
| Metric | Three Months Ended Sept 30, 2025 | Nine Months Ended Sept 30, 2025 | As of Sept 30, 2025 |
|---|---|---|---|
| Net Income | $3,167,377 | $5,010,826 | - |
| General & Administrative Expenses | $179,492 | $426,577 | - |
| Investment Income (Trust Account) | $3,343,285 | $5,427,225 | - |
| Cash (Operating) | - | - | $325,010 |
| Investments in Trust Account | - | - | $305,577,225 |
| Total Assets | - | - | $306,027,992 |
| Total Liabilities | - | - | $11,940,747 |
| Working Capital | - | - | ~$216,000 |
| Public Shares Outstanding | - | - | 30,015,000 |
| Founder Shares Outstanding | - | - | 7,503,750 |
Material Changes vs. Prior Period
- Post-IPO Status: The company had no activity prior to September 30, 2024. The reporting period reflects the full impact of the IPO consummated on May 1, 2025, which generated gross proceeds of $300.15 million.
- Trust Account Growth: Investments held in the Trust Account increased from $0 at December 31, 2024, to $305.58 million at September 30, 2025, driven by the deposit of IPO proceeds and subsequent investment income.
- Liabilities: Total liabilities increased from $997,334 (Dec 31, 2024) to $11.94 million (Sept 30, 2025), primarily due to the recognition of $11.7 million in deferred underwriting commissions.
- Shareholder Deficit: Shareholders' deficit increased to $(11.49) million due to the reclassification of public shares subject to redemption to temporary equity and the accretion of redemption value.
Outlook, Risks, and Management Commentary
- Business Combination Target: The company has entered into a non-binding letter of intent with OnMed LLC, a developer of healthcare infrastructure solutions. No definitive agreement has been executed.
- Liquidity: Management believes current liquidity ($325,000 cash outside trust) and access to working capital loans from the Sponsor are sufficient to fund operations for at least one year. No working capital loans were outstanding as of September 30, 2025.
- Completion Window: The company must complete an initial business combination within 24 months of the IPO closing (by May 1, 2027), or it will liquidate and redeem public shares.
- Risks: Key risks include the inability to complete a business combination, macroeconomic volatility, geopolitical tensions, and changes in U.S. trade policies and tariffs which could impact target selection.
- Related Party Transactions: The company pays the Sponsor $15,000 per month for administrative services (accrued balance: $75,000) and pays Meteora Capital LLC $37,500 per quarter for CFO services (accrued balance: $37,500).
Investor Verification Checklist
- Trust Account Balance: Verify the current balance of $305.58 million and the per-share redemption value of approximately $10.18.
- Deferred Underwriting Fees: Confirm the $11.7 million deferred fee liability, which is payable only upon successful completion of a business combination.
- OnMed LOI Status: Monitor the progression of the non-binding letter of intent with OnMed LLC to a definitive agreement.
- Warrant Terms: Review the exercise price of warrants ($10.50 initially, $11.50 after 12 months) and the redemption trigger price of $18.00 per share.
- Liquidity Runway: Assess the $325,000 operating cash balance against monthly burn rates to ensure sufficiency until a business combination or liquidation.