Business Context and Reporting Period
Berto Acquisition Corp. (TACO) is a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC) incorporated on July 15, 2024. The company is an emerging growth company and a shell company focused on effecting a merger, share exchange, or asset acquisition with one or more businesses, with a stated interest in AI, wellness, longevity, and aesthetics sectors. This Form 10-Q covers the quarterly period ended June 30, 2026.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2026 | Three Months Ended June 30, 2026 | As of June 30, 2026 |
|---|---|---|---|
| Net Income | $3,329,182 | $1,110,431 | - |
| General & Administrative Expenses | $2,106,953 | $1,624,853 | - |
| Investment Income (Trust Account) | $5,431,825 | $2,734,164 | - |
| Cash (Operating Account) | - | - | $146,740 |
| Investments in Trust Account | - | - | $314,091,737 |
| Total Assets | - | - | $314,402,436 |
| Total Liabilities | - | - | $14,120,521 |
| Working Capital Deficit | - | - | ~$2.1 million |
| Shares Outstanding (Public) | - | - | 30,015,000 |
| Shares Outstanding (Founder) | - | - | 7,503,750 |
Note: The company generates no operating revenue. Net income is derived primarily from interest earned on the Trust Account.
Material Changes vs. Prior Period
- Expense Surge: General and administrative expenses increased significantly to $1.62 million for the three months ended June 30, 2026, compared to $229,157 in the same period in 2025. This increase is largely attributed to merger-related expenses (~$1.4 million) and related party services.
- Trust Account Growth: Investments held in the Trust Account grew from $308.66 million (Dec 31, 2025) to $314.09 million (June 30, 2026), driven by investment income of $5.43 million for the six-month period.
- Liquidity Decline: Cash held outside the Trust Account decreased from $578,683 to $146,740, reflecting the burn rate of operating expenses.
- Accrued Liabilities: Accrued expenses rose sharply to $1.76 million from $46,611 in the prior year-end, including significant accruals for related party fees.
Outlook, Risks, and Management Commentary
- Going Concern: Management has determined that the company's liquidity, mandatory liquidation date (May 1, 2027), and potential dissolution raise substantial doubt about its ability to continue as a going concern. The company must complete a business combination by May 1, 2027, or liquidate.
- Deal Status: The company entered a non-binding Letter of Intent (LOI) with OnMed LLC in October 2025. However, the LOI expired on March 23, 2026, without a definitive agreement. No new target has been announced.
- Related Party Obligations: The company has deferred administrative fees of $15,000/month to the Sponsor and a quarterly CFO fee of $37,500 to Meteora Capital LLC. As of June 30, 2026, $360,000 in related party expenses were accrued.
- Deferred Underwriting: A deferred underwriting commission of $11.7 million remains payable only upon the successful completion of an Initial Business Combination.
- Risks: Risks include global economic volatility, geopolitical instability, and the failure to identify a suitable target within the 24-month completion window.
Investor Verification Checklist
- Liquidity Runway: Verify if the Sponsor or affiliates will provide additional Working Capital Loans to cover the ~$2.1 million working capital deficit and sustain operations until May 2027.
- Deal Pipeline: Confirm if the company has identified a new target following the expiration of the OnMed LOI, given the approaching May 2027 deadline.
- Related Party Accruals: Review the specific nature of the $1.76 million in accrued expenses to ensure no undisclosed liabilities exist.
- Redemption Risk: Assess the likelihood of shareholder redemptions if a deal is announced, which could impact the funds available for the transaction and the deferred underwriting fee.