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CORRESP Filing

Berto Acquisition Corp.
Date: April 28, 2025 · CIK: 0002033122 · Accession: 0001829126-25-002982

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File numbers found in text: 333-286023

Date
April 29, 2025
Author
& COMPANY CAPITAL MARKETS
Form
CORRESP
Company
Berto Acquisition Corp.

Letter

Re: Berto Acquisition Corp.

April 28, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

F Street, N.E.

Washington, D.C. 20549

Registration Statement on Form S-1

File No. 333-286023

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Needham & Company, LLC, as representatives of the underwriters of the offering, hereby join the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on April 29, 2025 at 4:00 p.m., Eastern time, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you that, through April 28, 2025, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus dated April 17, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[ Signature Page Follows ]

Very
truly yours,
COHEN
& COMPANY CAPITAL MARKETS,

Show Raw Text
CORRESP
 1
 filename1.htm

 April
28, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Berto Acquisition Corp.

 Registration Statement on Form S-1

 File No. 333-286023

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Needham
& Company, LLC, as representatives of the underwriters of the offering, hereby join the request of the Company that the effective
date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on April 29, 2025 at 4:00 p.m.,
Eastern time, or as soon thereafter as practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that, through April 28, 2025, we distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies, as well as "E-red" copies of
the Preliminary Prospectus dated April 17, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature
Page Follows ]

 Very
truly yours,

 COHEN
& COMPANY CAPITAL MARKETS,

 A
DIVISION OF J.V.B. FINANCIAL GROUP, LLC

 By:
 /s/
 Jerry Serowik

 Name:
 Jerry
 Serowik

 Title:
 Senior
 Managing Director; Head of Capital Markets

 NEEDHAM
& COMPANY, LLC

 By:
 /s/
 William Cass

 Name:
 William
 Cass

 Title:
 Managing
 Director