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重大事件 即時報告 8-K 2026-08-06

Berto Acquisition財務總監辭職 執行主席接任臨時CFO

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申報類型：8-K（即時申報） Berto Acquisition Corp. II（納斯達克代碼：GUACU / GUAC / GUACW）於2026年7月31日發生高層人事變動。公司總裁兼首席財務官Robert You於當日即時辭職，公司指其離任並非因與公司、董事會或管理層在營運、政策或實務上出現任何分歧。 董事會隨即委任現任執行主席Vikas Mittal接任臨時首席財務官，即時生效，並將啟動正式首席財務官的招聘程序。Mittal現年46歲，自2026年4月起擔任公司執行主席，此前亦於2025年6月起出任Berto Acquisition Corp.的首席財務官，在特殊目的收購公司（SPAC）領域擁有近二十年經驗。他同時是多間SPAC及投資公司的管理層成員，包括Meteora（另類投資公司）的常務合夥人兼首席投資官。其履歷涵蓋買方投資、投資銀行等領域，並持有CFA資格。 據申報文件披露，Mittal旗下Meteora Capital, LLC早於公司IPO前（2025年12月）以約1,043.48美元購入30萬股創始人股份（約每股0.003美元），並與公司簽訂顧問協議，提供SPAC架構及資本市場相關顧問服務。除創始人股份外，Meteora亦於IPO完成時收取50萬美元現金費用。Mittal於2026年5月14日隨公司IPO簽訂了賠償協議，而就今次任命，他已簽署相關的總括加入書，正式納入原有的函件協議及登記權協議條款。 對投資者的潛在影響：今次屬公司內部調動，CFO職位由經驗豐富的執行主席臨時兼任，過渡安排相對平穩，短期內對公司營運及SPAC業務推進的影響料屬有限。但投資者宜留意公司何時委任長期CFO人選，以及管理層變動會否影響日後業務合併（de-SPAC）的時間表。📊
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 31, 2026

 

 

 

BERTO ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

 

 

 

 
 Cayman Islands
  
 001-43293
  
 99-1894162 

 
 (State or other jurisdiction
of incorporation)
  
 (Commission
File Number)
  
 (IRS Employer
Identification No.) 

 

 

1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (702) 781-4313

 

Not Applicable
(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

 
 Title of each class
  
 Trading Symbol(s)
  
 Name of each exchange on which registered

 
 Units, each consisting of one ordinary share, $0.0001 par value, and one-third of one redeemable warrant
  
 GUACU
  
 The Nasdaq Stock Market LLC

 
 Ordinary shares, par value $0.0001 par value
  
 GUAC
  
 The Nasdaq Stock Market LLC

 
 Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share
  
 GUACW
  
 The Nasdaq Stock Market LLC

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 
 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

 
  
   

 
 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

 
  
   

 
 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

 
  
   

 
 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

  

 

 

 
 Item 5.02
 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

 

On July 31, 2026, Robert You notified Berto Acquisition Corp. II (the “Company”) of his resignation as the President and Chief Financial Officer of the Company, effective immediately. Mr. Robert You’s resignation is not the result of any disagreement with the Company, the Company’s board of directors (the “Board”), or management on any matter relating to the Company’s operations, policies or practices.

 

The Board has appointed Vikas
Mittal, the Company’s Executive Chairman, as Interim Chief Financial Officer of the Company, effective immediately following Robert
You’s resignation on July 31, 2026. The Company will conduct an executive search for a permanent Chief Financial Officer.

 

Vikas Mittal, age 46, has served
as the Executive Chairman of the board of directors of the Company since April 2026. Mr. Mittal has nearly two decades of experience related
to special purpose acquisition companies. He has served as the Chief Financial Officer of Berto Acquisition Corp. since June 2025. He
has served as the Managing Member and Chief Investment Officer of Meteora, an alternative investment firm, since January 2022. Mr. Mittal
currently serves as a director of Bitcoin Infrastructure Acquisition Corp Ltd; as Co-Chief Executive Officer, Chairman and Chief Financial
Officer of CSLM Digital Asset Acquisition Corp III, Ltd; as Principal Executive Officer and director of Investcorp AI Acquisition Corp;
and as Chief Executive Officer and Chief Financial Officer of Invest Acquisition Corporation. He previously served as Chief Executive
Officer and Chief Financial Officer of Investcorp Europe Acquisition Corp. I since December 2024. He was previously a managing member
of GSR II Meteora Sponsor LLC from October 2021 to June 2023, which was the Sponsor to GSR II Meteora Acquisition Corp., a SPAC which
has since consummated its business combination. Prior to founding Meteora, Mr. Mittal was an investment professional and member of Glazer
Capital, LLC, an investment management firm, from 2005 through the end of 2021. Over his 20 years on the buy-side as a principal investor,
he has deployed capital across a range of event-driven investment strategies. Before transitioning to the buy-side, Mr. Mittal was part
of the founding team that launched Raymond James’ TMT investment banking practice in Palo Alto, California, beginning in 2002. Mr.
Mittal earned a B.S. in Finance, summa cum laude, from the University of Florida and an MBA from NYU Stern School of Business. He is also
a CFA charterholder.

 

 1

  

 

 

Prior to the Company’s IPO,
in December 2025, as one of the initial shareholders, Meteora Capital, LLC (“Meteora”) (whose managing member is Vikas Mittal)
paid $1,043.48 for an aggregate of 300,000 founder shares of the Company at approximately $0.003 per share, pursuant to a consulting agreement
with the Company. Pursuant to the consulting agreement, Meteora agreed to provide consulting, advisory and related services to the Company
with respect to general special purpose acquisition company structuring and capital markets matters through the earlier of the consummation
of the initial business combination or the liquidation of the company. In exchange for consideration, in addition to the 300,000 founder
shares, the Company paid Meteora a $500,000 cash fee upon closing of the IPO.

 

On May 14, 2026, in
connection with the Company’s IPO, Mr. Mittal, as the Company’s Executive Chairman, entered into an indemnity agreement
with the Company, and Meteora, as one of the initial shareholders, entered into a letter agreement and a registration rights
agreement with the Company on substantially the same terms as the corresponding agreements entered into by the Company’s other
directors and officers. In connection with Mr. Mittal’s appointment as Interim Chief Financial Officer, he entered into an omnibus joinder to the aforementioned
letter agreement and registration rights agreement, effective July 31, 2026.

 

The foregoing
descriptions of the agreements are not complete and are qualified in their entirety by reference to the following: the form of
indemnity agreement, which is filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-295343),
initially filed with the Securities and Exchange Commission on April 27, 2026, as amended, the letter agreement and registration
rights agreement, which are filed as Exhibits 10.1 and 10.3, respectively, to the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 18, 2026, and the consulting agreement and omnibus joinder filed as Exhibits 10.1
and 10.2 hereto. Each such agreement is incorporated herein by reference. Other than the foregoing, Mr. Mittal is not a party to any
other arrangement or understanding with any person pursuant to which he was appointed as an officer, nor is he a party to any other
transactions required to be disclosed under Item 404(A) of Regulation S-K involving the Company. There are no family relationships
between Mr. Mittal and any of the Company’s directors and executive officers.

 

 
 Item
 9.01
 Financial
 Statements and Exhibits.

 
 

 
  
 (d)
 Exhibits

 
 

EXHIBIT
INDEX

 

 
 Exhibit
 No.
  
 Description

 
 10.1†
  
 Consulting Agreement, dated
 December 31, 2025, by and among Berto Acquisition Corp. II and Meteora Capital, LLC.

 
 10.2
  
 Omnibus Joinder to the Letter Agreement and Registration Rights Agreement by and among Berto Acquisition Corp. II and Vikas Mittal.

 
 104
  
 Cover Page Interactive
 Data File (embedded within the Inline XBRL document).

 
 

 

 
 †
 Certain of the annexes
 to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all
 omitted annexes to the SEC upon its request.

 
 

 2

  

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
  
 BERTO ACQUISITION CORP. II

 
  
  
  

 
  
 By: 
 /s/ Vikas Mittal

 
  
  
 Name:
 Vikas Mittal

 
  
  
 Title:
 Executive Chairman

 
  
  
  

 
 Dated: August 6, 2026
  
  

 

 

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