SCHEDULE: Berto Acquisition Corp. II: Ownership Update

Berto Acquisition Corp. II files Schedule 13G detailing significant beneficial ownership stakes held by Berto Acquisition Sponsor II LLC, Harry L. You, and Robert You.

Summary

• This filing is a Schedule 13G, an informational filing required for significant beneficial owners of public companies.
• Berto Acquisition Sponsor II LLC holds 2,779,808 ordinary shares, representing 7.1% of the class.
• Harry L. You holds 5,311,910 ordinary shares, representing 13.5% of the class, which includes shares held directly and through his Roth IRA, as well as shared voting and dispositive power over shares held by the Sponsor.
• Robert You holds 2,215,590 ordinary shares, representing 5.6% of the class, primarily held through his Roth IRA.
• The filing clarifies that while Harry L. You is the managing member of the Sponsor and shares control, he disclaims beneficial ownership beyond any pecuniary interest.
• The total outstanding shares are reported as 39,387,500 as of August 14, 2026.
• The filing also notes that 3,500,000 ordinary shares issuable upon exercise of warrants held by the Sponsor are excluded as they are not exercisable within 60 days.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily due to the clear disclosure of beneficial ownership and the established percentage holdings, though it lacks significant new strategic or financial performance information.

Positives

• Clear disclosure of beneficial ownership percentages for key individuals and the sponsor.
• The filing provides a precise breakdown of shareholdings and voting/dispositive power.
• The information is based on a recent outstanding share count from the company's 10-Q filing.

Negatives

• The filing does not contain new financial performance data or strategic updates.
• It is an informational filing and does not provide forward-looking guidance.

Risks

• The potential exercise of 3,500,000 warrants by the Sponsor at $11.50 per share could dilute existing shareholders if exercised.
• The filing does not detail the specific business combination Berto Acquisition Corp. II is pursuing, which carries inherent SPAC risks.

Future Outlook

The filing does not contain any forward-looking statements or guidance. It primarily reports on current beneficial ownership.

Management Comments

• Harry L. You is the sole managing member of the Sponsor and shares voting and investment discretion with respect to the securities 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.

Industry Context

StockSavvy.ai notes that Schedule 13G filings are common for SPACs and their sponsors as they establish significant ownership stakes. The details provided are standard for reporting changes in beneficial ownership or confirming existing holdings.

Comparison to Industry Standards

• This filing is a standard Schedule 13G, which is typical for significant beneficial owners of publicly traded companies, particularly Special Purpose Acquisition Companies (SPACs).
• The ownership percentages (7.1%, 13.5%, 5.6%) are within the range typically seen for sponsors and key individuals in SPACs prior to a business combination.
• The exclusion of unexercisable warrants is a standard disclosure practice in such filings.

Stakeholder Impact

• Shareholders: The disclosure clarifies ownership structure, which is important for understanding control and potential future dilution from warrant exercises.
• Management: Reinforces the roles and responsibilities of Harry L. You as managing member of the Sponsor.

Next Steps

• The Sponsor may exercise its warrants upon satisfaction of the conditions (30 days after closing of initial business combination).
• Berto Acquisition Corp. II is expected to pursue and complete an initial business combination.

Key Dates

Keywords

Schedule 13G, Beneficial Ownership, Berto Acquisition Corp. II, SPAC, Harry L. You, Berto Acquisition Sponsor II LLC, Ordinary Shares, Warrants