SEC Company Response from Berto Acquisition Corp. II (GUAC) — May 12, 2026
Berto Acquisition Corp. II
Date: May 12, 2026 · CIK: 0002081515 · Accession: 0001829126-26-005011
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-295343
Letter
Re: Berto Acquisition Corp. II
May 12, 2026
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Registration Statement on Form S-1
File No. 333-295343
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"), Needham & Company, LLC, as representative 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 May 14, 2026 at 4:00 p.m., Eastern time, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus 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,
NEEDHAM & COMPANY, LLC
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CORRESP 1 filename1.htm May 12, 2026 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. II Registration Statement on Form S-1 File No. 333-295343 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"), Needham & Company, LLC, as representative 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 May 14, 2026 at 4:00 p.m., Eastern time, or as soon thereafter as practicable. Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus 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, NEEDHAM & COMPANY, LLC By: /s/ William Cass Name: William Cass Title: Managing Director