When GUAC insiders can sell

Berto Acquisition Corp. II · IPO prospectus filed 2026-05-18 · Single cliff · 180-day lock-up

Scheduled lock-up expiry
2026-11-14

That is the calendar date the clause computes to, counted from the prospectus date. It is the only date computable without knowing a future earnings date, which is why everything that could pull it earlier is printed below it on this page rather than folded into it.

The lock-up clause, in the issuer's words

Every other free lock-up calendar tells you 180 days and moves on. This is the actual sentence the date above was computed from, so that if the words do not support the number, the number is wrong and the filing is one click away.

Lock-up We, our sponsor and our executive officers and directors have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of the representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge or grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder, with respect to, any units, ordin…

Where the share count comes from

The prospectus never prints the number of shares coming free, and nothing in it lets the figure be derived. That is why this deal carries no flow math.

Exceptions written into the lock-up (3)

Each of these is a route by which GUAC shares can move before 2026-11-14. The 10b5-1 carve-out is the one worth reading twice: it lets insiders put a selling plan in place during the lock-up, so the first sales can be automatic and immediate rather than discretionary and later.

  • 10b5-1 plan
  • bona fide gift or charitable transfer
  • estate planning or family transfer
10b5-1 plan
Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our public shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to, at the holder's option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable.
bona fide gift or charitable transfer
…f such affiliates; (b) in the case of an individual, as a gift to such person's immediate family or to a trust, the beneficiary of which is a member of such person's immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at prices no greater than t…
estate planning or family transfer
…of our officers or directors, any members or partners of our sponsor or their affiliates, any affiliates of our sponsor, or any employees of such affiliates; (b) in the case of an individual, as a gift to such person's immediate family or to a trust, the beneficiary of which is a member of such person's immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any fo…

What we could not establish

GUAC is read but not publishable: the prospectus does not state how many shares come free. So there is no absorb-day figure on this page and no call, and there will not be one until the number exists in a filing.

The common case is a prospectus that says "substantially all" of the locked shares become eligible for sale without ever printing a count. The clause above is quoted in full so you can see that for yourself. An estimate presented with a filing link beside it would read as a filing figure, and that is worse than an admission — it is the one failure mode a reader cannot detect.

How this reading of GUAC could be wrong

The volume is a vendor's, not ours. GUAC is not in our own price table, so average daily volume comes from yahoo-finance2 daily bars (symbol not in our price table). Vendor bars for recently listed symbols are the ones most likely to be wrong.

Only 20 sessions of volume history. This is a recent IPO, and early volume is dominated by the offering itself. An average over 20 sessions of a stock that has barely traded is the weakest input on the page, and absorb days inherits every bit of that weakness.

The parser can misread a filing. That is why every number here is printed next to the words it came from. Earlier versions of this parser read the underwriters' 30-day over-allotment window as a 30-day lock-up on five deals, and double-counted one issuer's share total because the offering summary appears on both the cover and in the summary section.

Also unlocking in 2026-11 (10)

Lock-ups cluster, because IPOs cluster: these priced in the same window as GUAC and come free in the same month. Several heavy releases landing together is a different situation from one.

DealExpiryShares freeAbsorb days
REA
Rare Earths Americas, Inc.
2026-11-03——
HAWK
HawkEye 360, Inc.
2026-11-0377.1M44.3 sessions
ODTX
Odyssey Therapeutics, Inc.
2026-11-0427.1M94.8 sessions
SUJA
SUJA LIFE, INC.
2026-11-0429.7M179 sessions
FRVO
Fervo Energy Co
2026-11-10205.0M22.3 sessions
GMRS
GMR Solutions Inc.
2026-11-1022.1M32.8 sessions
CBRS
Cerebras Systems Inc.
2026-11-10212.9M18.7 sessions
EROK
EagleRock Land, LLC
2026-11-10——
BXDC
Blackstone Digital Infrastructure Trust Inc.
2026-11-11——
LCLN
Lincoln International, Inc.
2026-11-17——

Learn to read these clauses yourself

The flow arithmetic on this page — shares unlocking divided by average daily volume, and why the clause has to be read rather than assumed — taught step by step, free.

Lesson 6 →

Radar built 2026-11-07 from EDGAR full-text search over 424B4 filings · all 80 parsed lock-ups and the scoreboard · GUAC's prospectus on EDGAR · what funds carried these companies at before listing