Berto Acquisition Corp.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks describeReference is made to Part I, Item 1A, Risk Factors included in our FinAnnual Prospectus, filed with the SEC Report on May 1, 2025. Any ofForm 10-K for these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

 fiscal year ended December 31, 2025 filed with the SEC on March 31, 2026. As of the date of this Quarterly Report on Form 10-Q, except as described below, tthere have been no material changes to the risk factors disclosed in our Final Prospectus. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our searorm 10-K. You should carefully consider that such for an Initial Business Combination target, our ability to complete an Initial Business Combination, and/or our business, financial condition and actors could results of operations following completion of an Initial Business Combination.

There have recently been si in a significant changes to inor maternationial trade policies and tariffs aadverse effecting imports and exports. The U.S. has implemented a range of new tariffs and increases to existing tariffs, and, in response to the tariffs announced by the U.S., other countries have imposed new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, government regulations and tariffs. We cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future on our results of operations or financial condition. Any significant increases in tariffs on goods or materials or other changes in trade policy, or the perceptddition that such changes could occur, could negatively affect our search for a Business Combination target and/or our ability to complete our Initial Business Combination. For example, if we pursue a target company which sources or manufactures material components outside of the U.S., these changes could materially impact such target companys business and financial performance. Similarly, if we pursue a target company which exports products outside of the U.S., retaliatory tariff and trade measures imposed by other countries could affect such targets ability to export products and therefore adversely affect its sales. We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, we may al risk factors not presently known to us or that we currently deem it costly, impractical or risky to complete an Initial Business Combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an Initial Business Combination. The business prospects of a particular target for an Initial Business Combination could change even after we enter into a business combination agreement, as a result of tariffs or the threat of tariffs that may have a material impammaterial may also materially and adversely affect on that targetsur business. Accordingly, changes in trade and tariff policies could prevent or make it difficult or more expensive for us to complete an In, financial conditial Business Combination. Tariffs and threats of tariffs and other potential trade policy changes could also lead to material adverse effects on a post-business combinon and/or results of operation company.

29s.