SecProbe.io

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

CORRESP
 1
 filename1.htm

 Berto Acquisition Corp.

 1180 North Town Center Drive, Suite 100

 Las Vegas, Nevada 89144

 April 28, 2025

 VIA EDGAR

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Peter McPhun

 Isaac Esquivel

 Ruairi Regan

 Dorrie Yale

 Re: Berto Acquisition Corp.

 Registration Statement on Form S-1

 Filed March 21, 2025, as amended

 File No. 333-286023

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
rules and regulations promulgated under the Securities Act of 1933, as amended, Berto Acquisition Corp. 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 April 29, 2025, or as soon thereafter as practicable.

 Please call Joel L. Rubinstein
of White & Case LLP at (212) 819-7642 to provide notice of the effectiveness of the Registration Statement.

 [ Signature Page Follows ]

 Very truly yours,

 Berto Acquisition Corp.

 By:
 /s/ Harry L. You

 Name:
 Harry L. You

 Title:
 Executive Chairman and Interim Chief Financial Officer

 cc: Joel L. Rubinstein, White & Case LLP

CORRESP
 1
 filename1.htm

 April 14, 2025

 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction 100 F Street NE Washington, D.C. 20549

 Attn:

 Peter McPhun Isaac Esquivel Ruairi Regan
 Dorrie Yale

 Re:

 Berto Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Submitted April 9, 2025
 File No. 333-286023

 Ladies and Gentlemen:

 On behalf of our client, Berto Acquisition Corp., a Cayman Islands exempted company (the " Company "), we are writing to submit the Company's responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the " Staff ") with respect to the above referenced Amendment No.1 to Registration Statement on Form S-1 submitted on April 9, 2025 (" Amendment No. 1 "), contained in the Staff's letter dated April 11, 2025 (the " Comment Letter ").

 The Company has filed via EDGAR its Amendment No. 2 to Registration Statement on Form S-1 (the " Second Amended Registration Statement "), which reflects the Company's responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company's response. All page references in the responses set forth below refer to page numbers in the Second Amended Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Second Amended Registration Statement.

 Amendment No. 1 to Registration Statement on Form S-1

 Cover Page

 1.
 We refer you to your tabular presentation of dilution on the cover page and on pages 100 and 101 and note that dilution information was removed for the scenarios assuming 50% of maximum redemptions. Additionally, the difference between adjusted NTBV and offering price was removed for the scenarios assuming 25% of maximum redemptions. Please revise to present the tabular disclosure in quartile intervals based on percentages of the maximum redemption threshold (e.g., 25%, 50%, 75% and maximum redemption) and include the difference between the offering price and the net tangible book value per share, as adjusted, as if the offering and assumed redemption levels have occurred and to give effect to material probable or consummated transactions (other than the completion of a de-SPAC transaction). Please refer to Item 1602(a)(4) and (c) of Regulation S-K.

 Response : The Company acknowledges the comments of the Staff and has revised the disclosure on the cover page and pages 100-101 of the Second Amended Registration Statement.

 2.
 We note your revised disclosures elsewhere that 3,750,000 warrants will be issued to the underwriter representatives at the closing as additional compensation. Please update your disclosure here to discuss this information. Please also revise your tabular disclosure on page 194 to include such information. See Items 501(b)(8) and 508(e) of Regulation S-K.

 Response : The Company acknowledges the comments of the Staff and has revised the disclosure on the cover page and page 194 of the Second Amended Registration Statement.

 * * *

 Please do not hesitate to contact Joel Rubinstein at (212) 819-7642 of White & Case LLP with any questions or comments regarding this letter.

 Sincerely,

 /s/ White & Case LLP

 White & Case LLP

 cc: Harry You, Berto Acquisition Corp.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

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

 Re: Berto Acquisition Corp.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed April 9, 2025
 File No. 333-286023
Dear Harry L. You:

 We have reviewed your amended 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.

Amendment No. 1 to Form S-1
Cover Page

1. We refer you to your tabular presentation of dilution on the cover page
and on pages
 100 and 101 and note that dilution information was removed for the
scenarios
 assuming 50% of maximum redemptions. Additionally, the difference
between
 adjusted NTBV and offering price was removed for the scenarios assuming
25% of
 maximum redemptions. Please revise to present the tabular disclosure in
quartile
 intervals based on percentages of the maximum redemption threshold
(e.g., 25%,
 50%, 75% and maximum redemption) and include the difference between the
offering
 price and the net tangible book value per share, as adjusted, as if the
offering and
 assumed redemption levels have occurred and to give effect to material
probable or
 consummated transactions (other than the completion of a de-SPAC
 transaction). Please refer to Item 1602(a)(4) and (c) of Regulation S-K.
 April 11, 2025
Page 2

2. We note your revised disclosures elsewhere that 3,750,000 warrants will
be issued to
 the underwriter representatives at the closing as additional
compensation. Please
 update your disclosure here to discuss this information. Please also
revise your tabular
 disclosure on page 194 to include such information. See Items 501(b)(8)
and 508(e) of
 Regulation S-K.
 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April 8, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction 100 F Street NE Washington, D.C. 20549

 Attn:

 Peter McPhun Isaac Esquivel Ruairi Regan
 Dorrie Yale

 Re:

 Berto Acquisition Corp. Registration Statement on Form S-1 Submitted March 21, 2025
 File No. 333-286023

 Ladies and Gentlemen:

 On behalf of our client, Berto Acquisition Corp., a Cayman Islands exempted company (the " Company "), we are writing to submit the Company's responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the " Staff ") with respect to the above referenced Registration Statement on Form S-1 submitted on March 21, 2025 (the " Registration Statement "), contained in the Staff's letter dated April 3, 2025 (the " Comment Letter ").

 The Company has filed via EDGAR its Registration Statement on Form S-1/A (the " Amended Registration Statement "), which reflects the Company's responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company's response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Amended Registration Statement.

 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.

 Response : The Company acknowledges the comments of the Staff and has revised the disclosure on the cover page and page 81 of the Amended Registration Statement.

 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.

 Response : The Company acknowledges the comments of the Staff and has revised the disclosure on pages 16 and 122 of the Amended Registration Statement.

 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.

 Response :
The Company acknowledges the comments of the Staff and has revised the disclosure on pages 13, 40, 77, 119 and 151 of the Amended Registration
Statement.

 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.

 Response : The Company acknowledges the comments of the Staff and has revised the disclosure on pages 84 and 102 of the Amended Registration Statement.

 * * *

 Please do not hesitate to contact Joel Rubinstein at (212) 819-7642 of White & Case LLP with any questions or comments regarding this letter.

 Sincerely,

 /s/ White & Case LLP

 White & Case LLP

 cc:
 Harry You, Berto Acquisition Corp.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March 21, 2025
 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction 100 F Street NE Washington, D.C. 20549

 Attn:

 Peter McPhun Isaac Esquivel Ruairi Regan
 Dorrie Yale

 Re:

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

 Ladies and Gentlemen:

 On behalf of our client, Berto Acquisition Corp., a Cayman Islands exempted company (the " Company "), we are writing to submit the Company's responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the " Staff ") with respect to the above referenced Draft Registration Statement on Form S-1 submitted on February 10, 2025 (the " Draft Registration Statement "), contained in the Staff's letter dated March 8, 2025 (the " Comment Letter ").

 The Company has filed via EDGAR its Registration Statement on Form S-1 (the " Registration Statement "), which reflects the Company's responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company's response. All page references in the responses set forth below refer to page numbers in the Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Registration Statement.

 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.

 Response : The Company advises the Staff that because our founder shares are of the same class as the ordinary shares included in the units being sold in this offering, the founder shares are not subject to conversion rights in connection with a business combination, including any anti-dilution mechanisms related to the conversion. The Company has revised the disclosure on the cover page for clarification.

 Summary Initial Business Combination, page 9

 2.
 We note that you may extend the date by which you must consummate your initial 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.

 Response : The Company acknowledges the comments of the Staff and has revised the disclosure on pages 9, 28 and 114 of the Registration Statement.

 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.

 Response : The Company acknowledges the comments of the Staff and has revised the disclosure on pages 14 and 118 of the Registration Statement.

 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.

 Response : The Company advises the Staff that all holders of ordinary shares (including founder shares) have the right to vote to appoint or remove directors or to continue the company in a jurisdiction outside the Cayman Islands. The Company added disclosure on pages 16 and 120 of the Registration Statement for clarification and revised the disclosure on page 65 of the Registration Statement to reconcile the disclosure.

 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.

 Response : In response to the Staff's comment, the Company has revised the disclosure on pages 15, 16, 119 and 120 of the Registration Statement. The Company advises the Staff that because our founder shares are of the same class as the ordinary shares included in the units being sold in this offering, the founder shares are not subject to conversion rights in connection with a business combination, including any anti-dilution mechanisms related to the conversion.

 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.

 Response : The Company acknowledges the comment of the Staff and has revised the tables on pages 18 and 122 of the Registration Statement accordingly.

 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.

 Response : The Company acknowledges the comments of the Staff and has revised the disclosure on page 104 of the Registration Statement.

 2

 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.

 Response : The Company acknowledges the comments of the Staff and has revised the disclosure on pages 13, 40-41 and 117 of the Registration Statement. The Company advises the Staff that dMY Squared Technology Group has identified a target for its business combination in February 2025, after the Company's filing of the Draft Registration Statement, and the Company has revised the disclosure throughout the Registration Statement accordingly.

 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 industry or sector.

 Response : The Company acknowledges the comments of the Staff and has revised the disclosure on pages 13, 40-41 and 117 of the Registration Statement.

 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.

 Response : The Company acknowledges the comments of the Staff and has revised the disclosure on pages 42 and 148 of the Registration Statement. The Company also advises the Staff that it has changed the monthly payments for office space and other services from $20,000 to $15,000 and has revised the disclosure accordingly throughout the Registration Statement.

 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.

 Response : The Company acknowledges the comments of the Staff and has revised the disclosure on page 75 of the Registration Statement.

 3

 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.

 Response :
The Company acknowledges the comments of the Staff and has revised the disclosure on pages 83, 101 and 105 of the Registration
Statement.

 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.

 Response : The Company acknowledges the comments of the Staff and has revised the disclosure on pages 18 and 122 of the Registration Statement.

 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 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.

 Response :
The Company acknowledges the comments of the Staff and has revised the disclosure on pages 15, 38, 42, 119, 143, 148, 155 and F-15
of the Registration Statement to reconcile the disclosure and address these fees.

 * * *

 Please do not hesitate to contact Joel Rubinstein at (212) 819-7642 of White & Case LLP with any questions or comments regarding this letter.

 Sincerely,

 /s/ White & Case LLP

 White & Case LLP

 cc:
 Harry L. You, Berto Acquisition Corp.

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>