SecProbe.io

CORRESP
 1
 filename1.htm

 Berto Acquisition Corp. II

 1180 North Town Center Drive, Suite 100

 Las Vegas, Nevada 89144

 May 12, 2026

 VIA EDGAR

 Division of Corporation Finance

 Office of Real Estate & Construction

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 Benjamin Holt

 Re:
 Berto Acquisition Corp. II

 Registration Statement on Form S-1 Filed April 27, 2026, as amended File No. 333-295343

 Pursuant
to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, Berto Acquisition Corp. II respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 4:00 p.m. Washington D.C. time on May 14, 2026, or as soon thereafter as practicable.

 Please call Guiying Ji of White & Case
LLP at (212) 819-7873 to provide notice of the effectiveness of the Registration Statement.

 [ Signature Page Follows ]

 Very truly yours,

 Berto Acquisition Corp. II

 By:
 /s/ Robert You

 Name:
 Robert You

 Title:
 President and Chief Financial Officer

 cc:
 Joel L. Rubinstein, White & Case LLP

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 26, 2026

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

 Re: Berto Acquisition Corp. II
 Draft Registration Statement on Form S-1
 Submitted February 20, 2026
 CIK No. 0002081515
Dear Harry L. You:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in
Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested
effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests
for acceleration. 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.

 Please contact Benjamin Holt at 202-551-6614 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Joel L. Rubinstein
</TEXT>
</DOCUMENT>