You Harry L. 4
4 · Berto Acquisition Corp. II · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Berto Acquisition (GUAC) 10% Owner Harry L. You Receives Shares
What Happened
Harry L. You (reported as a 10% owner) received two allotments of ordinary shares in Berto Acquisition Corp. II (GUAC) on May 15, 2026. The Form 4 shows acquisitions of 232,102 and 254,808 shares (total 486,910) at $0.00 per share (no cash paid). Footnotes indicate part of these shares were issued in a share capitalization and portions may be subject to forfeiture tied to the underwriters' over‑allotment option in the issuer's IPO.
Key Details
- Transaction date: 2026-05-15; Transaction code: J (other acquisition/disposition). Price: $0.00 per share.
- Reported share amounts: 232,102 and 254,808 shares (total 486,910 shares).
- Footnotes of note:
- F1: 203,090 ordinary shares were issued/allotted in a share capitalization on May 15, 2026.
- F2–F4, F6: Portions of the reported shares (up to 30,247; 345,631; 33,236; and 379,442 shares respectively) may be subject to forfeiture depending on exercise of the underwriters' over‑allotment option in the IPO registration statement.
- F5: Berto Acquisition Sponsor II LLC is the record holder; Harry L. You is the sole managing member of the Sponsor and disclaims beneficial ownership except for any pecuniary interest.
- Shares owned after the transaction: not specified in the provided extract.
- Filing timeliness: Form filed on the same date as the reported transactions (timely).
Context
This was not an open‑market purchase but an issuance/allotment tied to the company’s capitalization and IPO process. Because the securities are held of record by the Sponsor and some shares may be forfeitable depending on underwriter actions, this filing reflects allocation mechanics rather than a typical executive buy/sell decision.
Insider Transaction Report
- Other
Ordinary Shares
[F1][F2][F3]2026-05-15+232,102→ 2,532,102 total - Other
Ordinary Shares
[F1][F4][F5][F6]2026-05-15+254,808→ 2,779,808 total(indirect: See footnote.)
Footnotes (6)
- [F1]On May 15, 2026, Berto Acquisition Corp. II (the "Issuer") effected a share capitalization, resulting in the issue and allotment of 203,090 ordinary shares to the Reporting Person herein.
- [F2]The ordinary shares reported herein include up to 30,247 ordinary shares subject to forfeiture to Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-295343) (the "Registration Statement").
- [F3]The ordinary shares reported herein include up to 345,631 ordinary shares subject to forfeiture to Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Issuer's Registration Statement.
- [F4]The ordinary shares reported herein include up to 33,236 ordinary shares subject to forfeiture to Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Issuer's Registration Statement.
- [F5]Berto Acquisition Sponsor II LLC (the "Sponsor") is the record holder of the securities reported herein. Harry L. You is the sole managing member of the Sponsor and has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Harry L. You disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- [F6]The ordinary shares reported herein include up to 379,442 ordinary shares subject to forfeiture to Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Issuer's Registration Statement.