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 March 8, 2025

Harry L. You
Executive Director
Berto Acquisition Corp.
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144

 Re: Berto Acquisition Corp.
 Draft Registration Statement on Form S-1
 Submitted February 10, 2025
 CIK No.: 0002033122
Dear Harry L. You:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Cover Page

1. We note your disclosure on page 24 that if you increase or decrease the
size of the
 offering, you will effect a share dividend or share surrender to
maintain the ownership
 of founder shares by your initial shareholders at 20% of the issued and
outstanding
 shares upon the consummation of the offering. Please disclose that the
anti-dilution
 adjustment to the founder shares may result in material dilution of the
public shares,
 as required by Item 1602(a)(3) of Regulation S-K.
Summary
Initial Business Combination, page 9

2. We note that you may extend the date by which you must consummate your
initial
 March 8, 2025
Page 2

 business combination. Please clarify whether there are any limitations
on the number
 of extensions, including the number of times. Also, disclose the
consequences to the
 sponsor of not completing an extension of this time period. See Item
1602(b)(4) of
 Regulation S-K.
Our Sponsor, page 14

3. Please expand your disclosure to explain the difference in terms of the
Class X Units
 and Class Y Units in your sponsor, including whether the Class X Units
have any
 voting or other rights to direct or manage you. See Item 1603(a)(4) of
Regulation S-K.
4. Please revise to explain that prior to the closing of the initial
business
 combination, only holders of your founder shares will have the right to
vote to appoint
 or remove directors or to continue the company in a jurisdiction outside
the Cayman
 Islands. See Item 1602(b)(3) of Regulation S-K.
5. In your table on page 15, please also disclose the antidilution
adjustment of the
 founder shares. Also, describe the extent to which the compensation and
securities
 issuances may result in a material dilution of the purchasers equity
interests, such as
 resulting from any founder share antidilution adjustment and any
conversion of
 working capital loans into private placement warrants. See Item
1602(b)(6) of
 Regulation S-K.
6. Please revise the table relating to transfer restrictions to also
discuss the lock-
 up required by the underwriter. In this regard, we note your disclosure
on page 184
 regarding a release from a particular lock-up that would require the
written consent of
 the underwriters. See Item 1603(a)(9) of Regulation S-K.
Proceeds to be held in the Trust Account, page 26

7. Please reconcile the disclosure on page 101 that you may withdraw
interest to pay
 your taxes and annual reporting fees with the disclosure in this section
which
 references only taxes.
Conflicts of Interest, page 38

8. It appears that dMY Squared Technology Group, Inc. may pursue an initial
business
 combination target in any industry or geographic region. Where you
disclose conflicts
 of interest throughout the filing, as applicable, please also disclose
that dMY Squared
 Technology Group has not yet identified a target for a business
combination.
 Therefore, there appears to be a material conflict of interest in
seeking potential
 targets. See Item 1602(b)(7) and Item 1603(b) of Regulation S-K. Please
revise to
 clarify how opportunities to acquire targets are allocated among SPACs
and why you
 consider the two entities to have "different timelines" when both SPACs
would be
 searching for a target at the same time following your offering.
9. We note your disclosure that you do not believe that the fiduciary,
contractual or other
 obligations or duties of your officers or directors will materially
affect your ability to
 complete a business combination, based partially on the fact that you
plan to focus the
 target search of the company in AI, as well as in the rapidly growing
wellness,
 longevity and aesthetics areas. Please reconcile this disclosure with
your disclosure on
 page 3 that you may pursue an initial business combination opportunity
in any
 March 8, 2025
Page 3

 industry or sector.
10. We note the last sentence of footnote 7 on page 93 that the $20,000
monthly payments
 for office space and other services will only be paid upon completion of
the initial
 business combination and out of funds remaining outside of the Trust
Account. We
 also note that such payments would total $480,000 over the course of
your 24-month
 initial term, and that out of the amount outside of the trust account,
you only have
 allotted $445,000 to cover miscellaneous expenses. Please revise as
appropriate to
 clarify what happens to any remaining balance of such payments if there
is an
 insufficient amount remaining outside of the trust account at the time
of the closing of
 the initial business combination. In addition, to the extent applicable,
please expand
 the penultimate paragraph on page 40, and elsewhere as appropriate, to
discuss the
 conflict arising from your arrangement that the payments for office
space and other
 services will be deferred and not payable until a closing of the
business combination,
 and will only be paid out of funds remaining outside of the trust
account. Also expand
 your disclosure in the fourth paragraph on page 151 to discuss these
payments.
Risk Factors, page 46

11. Please add risk factor disclosure about risks that may arise from the
sponsor or a
 sponsor affiliate having the ability to remove itself as your sponsor
before identifying
 a business combination, including through the unconditional ability to
transfer the
 founder shares or all or any portion of its membership interests in the
sponsor,
 whether through Class X units or Class Y units. Address the consequences
of such
 removal to the company's ability to consummate an initial business
combination,
 including that any replacement sponsor could have difficulty finding a
target.
Dilution, page 97

12. Your disclosure appears to reflect an assumption that no additional
securities will be
 issued in connection with the conversion of any loans from your sponsor,
its affiliates
 or your management team into warrants, in connection with the cashless
exercise of
 any private placement warrants or in connection with additional
financing sought to
 facilitate an initial business combination. If true, please expand your
disclosure to
 address these assumptions and highlight that you may need to issue
additional
 securities as you may seek an initial business combination with a target
company with
 an enterprise value greater than the net proceeds of the offering and
the sale of private
 placement warrants, as stated on page 11 of your prospectus. Also,
address the anti-
 dilution adjustment to the founder shares. See Item 1602(c) of
Regulation S-K.
Our Sponsor, page 115

13. Please disclose any circumstances under which the sponsor may surrender
or cancel
 shares in connection with a de-SPAC transaction, such as in connection
with a PIPE
 financing or earnout provision. See Item 1603(a)(6) of Regulation S-K.
Management, page 138

14. Please reconcile the disclosure in this section, which refers to
potential payments of
 consulting, success or finder fees to your independent directors,
advisors, or their
 respective affiliates in connection with the consummation of our initial
business
 March 8, 2025
Page 4

 combination, with the disclosure elsewhere including on page 40 which
indicates you
 may pay your sponsor or a member of your management team a finder s
fee, advisory
 fee, consulting fee or success fee. Also, please revise your
compensation disclosure on
 pages 15 and 116 to address these additional fees, as applicable.
 Please contact Peter McPhun at 202-551-3581 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or Dorrie Yale at
202-551-8776 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Joel Rubinstein
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