Blog: LEGATO MERGER CORP. II : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure.

As previously disclosed, on May 25, 2022, Legato Merger Corp. II, a Delaware
corporation (“Legato”), Legato Merger Sub Inc., a Delaware corporation and a
wholly-owned subsidiary of Legato (“Merger Sub”), and Southland Holdings LLC, a
Texas limited liability company (“Southland” or the “Company”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger
Agreement, Merger Sub will merge with and into Southland, with Southland
surviving the merger as a wholly-owned subsidiary of Legato II. The transactions
contemplated by the Merger Agreement are referred to herein collectively as the
“Transactions.”

On November 21, 2022, Southland issued a press release announcing its financial
results for the quarter ended September 30, 2022. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 7.01, including the exhibit attached
hereto, is intended to be furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act or the
Exchange Act, except as expressly set forth by specific reference in such
filing.

Cautionary Note Regarding Forward Looking Statements

Neither Legato, the Company, nor any of their respective affiliates makes any
representation or warranty as to the accuracy or completeness of the information
contained in this Current Report on Form 8-K. This Current Report on Form 8-K is
not intended to be all-inclusive or to contain all the information that a person
may desire in considering the proposed Transactions discussed herein. It is not
intended to form the basis of any investment decision or any other decision in
respect of the proposed Transactions.

This Current Report on Form 8-K and the exhibit furnished herewith include
“forward-looking statements” made pursuant to the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995 with respect to
the proposed Transactions between Legato and the Company, including statements
regarding the benefits of the Transactions, the anticipated timing of the
Transactions, the business of the Company and the markets in which it operates.
Actual results may differ from expectations, estimates and projections and
consequently, you should not rely on these forward-looking statements as
predictions of future events. These forward-looking statements generally are
identified by the words or phrases such as “aspire,” “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,”
“will be,” “will continue,” “will likely result,” “could,” “should,”
“believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,”
seek,” “intend,” “strategy,” or the negative version of those words or phrases
or similar expressions are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, Legato’s and the
Company’s expectations with respect to future performance and anticipated
financial impacts of the proposed Transactions.

These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results. Most of these factors are outside Legato’s and the Company’s control
and are difficult to predict. Factors that may cause such differences include,
but are not limited to: general economic, financial, legal, political and
business conditions and changes in domestic markets; the potential effects and
impact of the global COVID-19 pandemic; risks related to the business of
Southland and the timing of expected business milestones; changes in the
assumptions underlying the expectations of Southland regarding its future
business; the effects of competition on Southland’ future business; the outcome
of any legal proceedings that may be instituted against Legato, Southland, the
combined company or others following the announcement of the proposed
Transactions and any definitive agreements with respect thereto; the inability
to complete the proposed Transactions, including, without limitation, the
inability obtain approval of the stockholders of Legato or to satisfy other
conditions to closing; the ability to meet stock exchange listing standards in
connection with and following the consummation of the proposed Transactions; the
risk that the proposed Transactions disrupt current plans and operations of
Southland or Legato as a result of the announcement and consummation of the
proposed Transactions; the ability to recognize the anticipated benefits of the
proposed Transactions, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain its
management and key employees; costs related to the proposed Transactions;
changes in applicable laws or regulations and delays in obtaining, adverse
conditions contained in, or the inability to obtain regulatory approvals
required to complete the proposed Transactions; the parties’ estimates of
expenses and profitability and underlying assumptions with respect to
stockholder redemptions and purchase price and other adjustments; the
possibility that the combined company may be adversely affected by other
economic, business, and/or competitive factors; and other risks and
uncertainties set forth in the filings made by Legato with the SEC, including
the proxy statement/prospectus that will be filed relating to the proposed
Transactions. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements.

Legato and the Company caution that the foregoing list of factors is not
exclusive. Legato and the Company caution readers not to place undue reliance
upon any forward-looking statements, which speak only as of the date made.
Neither Legato nor the Company undertake or accept any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events, conditions or
circumstances on which any such statement is based.



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Additional Information and Where to Find It

This document is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Transactions
and does not constitute an offer to sell, buy, or exchange or the solicitation
of an offer to sell, buy, or exchange any securities or the solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale, purchase, or
exchange of securities or solicitation of any vote or approval in any
jurisdiction in contravention of applicable law.

In connection with the proposed Transactions between Legato and the Company,
Legato has filed with the SEC a Registration Statement on Form S-4 with the SEC
(the “Registration Statement”), which includes a preliminary proxy statement for
the solicitation of approval of the adoption of the Merger agreement and the
approval of the Transactions and issuance of the shares in the Transactions (the
“Proxy Statement/Prospectus”). Legato plans to mail the definitive Proxy
Statement/Prospectus to its stockholders in connection with the transaction.
INVESTORS AND SECURITYHOLDERS OF LEGATO ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT SOUTHLAND, LEGATO, THE TRANSACTIONS AND RELATED MATTERS.
Investors and securityholders will be able to obtain free copies of the
definitive Proxy Statement/Prospectus (when available) and other documents filed
with the SEC by Legato and Legato through the website maintained by the SEC at
http://www.sec.gov. In addition, investors and securityholders will be able to obtain
free copies of the documents filed with the SEC by directing a written request
by mail to Legato at 777 Third Avenue, 37th Floor, New York, NY 10017 or by
email to ajaffe@crescendopartners.com.

Participants in the Solicitation

Legato, the Company, and certain of their respective directors, executive
officers, and employees may be considered to be participants in the solicitation
of proxies in connection with the transaction. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation
of the stockholders of Legato in connection with the transaction, including a
description of their respective direct and indirect interests, by security
holdings or otherwise, will be included in the Proxy Statement/Prospectus
described above. Additional information regarding Legato’s directors and
executive officers can also be found in Legato’s annual report on Form 10-K for
the year ended December 31, 2021. These documents are available free of charge
as described above.




No Offer or Solicitation



This Current Report on Form 8-K does not constitute (i) a solicitation of a
proxy, consent, or authorization with respect to any securities or in respect of
the proposed business combination, or (ii) an offer to sell or the solicitation
of an offer to buy any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:



Exhibit    Description
  99.1       Press release
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)




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