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 April 3, 2025

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

 Re: Berto Acquisition Corp.
 Registration Statement on Form S-1
 Filed March 21, 2025
 File No. 333-286023
Dear Harry L. You:

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

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our March 8,
2025 letter.

Registration Statement on Form S-1
Cover Page

1. We note your response and your revised disclosure on the cover page that
the founder
 shares are identical to the shares being offered other than registration
rights and
 transfer restrictions, but reissue prior comment 1. We note your
disclosure on page 25
 and on pages 154 and 157 continues to state 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 revise
to 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.
 April 3, 2025
Page 2
Our Sponsor, page 14

2. We note your response to comment 5; however, as noted in the comment
above given
 your disclosure 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%, please revise the disclosure in this
section to address
 the antidilution adjustment of the founder shares, as previously stated.
Conflicts of Interest, page 39

3. We note your revised disclosure that you expect that dMY Squared will
have priority
 over you with respect to acquisition opportunities. However, we note
that you
 continue to state that you do not believe that the fiduciary duties or
contractual
 obligations of your officers or directors will materially affect your
ability to complete
 an initial business combination. Please revise such statement to reflect
such conflicts
 or otherwise reconcile your disclosures.
Dilution, page 99

4. Please expand your disclosure in response to prior comment 12 to address
each
 particular source of dilution including from the cashless exercise of
any private
 placement warrants and from the anti-dilution adjustment to the founder
shares.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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, Esq.
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