Legato Merger Corp. III Files Amendment to S-1 Registration Statement
Ticker: LEGT-WT · Form: S-1/A · Filed: Jan 5, 2024 · CIK: 2002038
| Field | Detail |
|---|---|
| Company | Legato Merger Corp. III (LEGT-WT) |
| Form Type | S-1/A |
| Filed Date | Jan 5, 2024 |
| Risk Level | low |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $175,000,000, $100,000, $10.00, $11.50, $5,228,130 |
| Sentiment | neutral |
Complexity: simple
Sentiment: neutral
Topics: SPAC, S-1 Filing, IPO, Legato Merger Corp. III, SEC Filing
TL;DR
<b>Legato Merger Corp. III has filed an amendment to its S-1 registration statement, indicating ongoing preparations for a public offering.</b>
AI Summary
Legato Merger Corp. III (LEGT-WT) filed a Amended IPO Registration (S-1/A) with the SEC on January 5, 2024. Legato Merger Corp. III filed an amendment to its S-1 registration statement on January 5, 2024. The company is incorporated in the Cayman Islands. Its principal executive offices are located at 777 Third Avenue, 37th Floor, New York, NY 10017. Gregory Monahan is listed as the Chief Executive Officer. The filing is under the Securities Act of 1933, with registration number 333-275930.
Why It Matters
For investors and stakeholders tracking Legato Merger Corp. III, this filing contains several important signals. This amendment suggests Legato Merger Corp. III is moving forward with its plans to become a publicly traded entity, which could provide capital for future acquisitions. The S-1 filing is a crucial step for a special purpose acquisition company (SPAC) like Legato Merger Corp. III to outline its business, management, and the terms of its securities before an IPO.
Risk Assessment
Risk Level: low — Legato Merger Corp. III shows low risk based on this filing. The filing is an amendment to a registration statement, not a completed transaction or financial report, thus carrying minimal immediate risk.
Analyst Insight
Monitor for further amendments or effectiveness of the registration statement to track the company's progress towards a potential IPO or business combination.
Key Numbers
- 2024-01-05 — Filing Date (Amendment No. 1 to Form S-1 Registration Statement)
- 333-275930 — SEC File Number (Registration number for the S-1 filing)
- 6770 — SIC Code (Standard Industrial Classification Code)
- 1231 — Fiscal Year End (Company's fiscal year end)
Key Players & Entities
- Legato Merger Corp. III (company) — Registrant name
- 2024-01-05 (date) — Filing date
- 333-275930 (registration_number) — SEC registration number
- Cayman Islands (jurisdiction) — State of incorporation
- 777 Third Avenue, 37th Floor, New York, NY 10017 (address) — Business address
- Gregory Monahan (person) — Chief Executive Officer
- David A. Miller (person) — Copies to counsel
- Jeffrey M. Gallant (person) — Copies to counsel
Forward-Looking Statements
- Legato Merger Corp. III will complete its initial public offering (IPO) within the next 6 months. (Legato Merger Corp. III) — medium confidence, target: 2024-07-05
- The company will announce a definitive merger agreement with a target company within 12 months of its IPO. (Legato Merger Corp. III) — medium confidence, target: 2025-01-05
FAQ
When did Legato Merger Corp. III file this S-1/A?
Legato Merger Corp. III filed this Amended IPO Registration (S-1/A) with the SEC on January 5, 2024.
What is a S-1/A filing?
A S-1/A is a amendment to an IPO registration statement, typically incorporating SEC feedback. This particular S-1/A was filed by Legato Merger Corp. III (LEGT-WT).
Where can I read the original S-1/A filing from Legato Merger Corp. III?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Legato Merger Corp. III.
What are the key takeaways from Legato Merger Corp. III's S-1/A?
Legato Merger Corp. III filed this S-1/A on January 5, 2024. Key takeaways: Legato Merger Corp. III filed an amendment to its S-1 registration statement on January 5, 2024.. The company is incorporated in the Cayman Islands.. Its principal executive offices are located at 777 Third Avenue, 37th Floor, New York, NY 10017..
Is Legato Merger Corp. III a risky investment based on this filing?
Based on this S-1/A, Legato Merger Corp. III presents a relatively low-risk profile. The filing is an amendment to a registration statement, not a completed transaction or financial report, thus carrying minimal immediate risk.
What should investors do after reading Legato Merger Corp. III's S-1/A?
Monitor for further amendments or effectiveness of the registration statement to track the company's progress towards a potential IPO or business combination. The overall sentiment from this filing is neutral.
How does Legato Merger Corp. III compare to its industry peers?
Legato Merger Corp. III is a special purpose acquisition company (SPAC), a type of shell company formed to raise capital through an initial public offering (IPO) to acquire an existing company.
Are there regulatory concerns for Legato Merger Corp. III?
The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States.
Risk Factors
- Registration Statement Effectiveness [medium — regulatory]: The effectiveness of the registration statement is subject to SEC review and potential comments, which could delay or alter the proposed offering.
- SPAC Business Model Risks [high — financial]: As a SPAC, Legato Merger Corp. III faces risks associated with identifying and completing a suitable business combination within its specified timeframe.
Industry Context
Legato Merger Corp. III is a special purpose acquisition company (SPAC), a type of shell company formed to raise capital through an initial public offering (IPO) to acquire an existing company.
Regulatory Implications
The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States.
What Investors Should Do
- Review the full S-1/A filing for detailed information on the proposed offering and the company's structure.
- Track the SEC's review process and any further amendments to the registration statement.
- Monitor for news regarding Legato Merger Corp. III's potential target company or business combination.
Key Dates
- 2024-01-05: Filing of Amendment No. 1 to Form S-1 — Indicates progress in the registration process for a potential public offering.
Year-Over-Year Comparison
This is an amendment to a previously filed S-1 registration statement, indicating updates or additions to the initial filing.
Filing Stats: 4,535 words · 18 min read · ~15 pages · Grade level 12.6 · Accepted 2024-01-05 16:00:50
Key Financial Figures
- $175,000,000 — to Completion, dated January 5, 2024 $175,000,000 Legato Merger Corp. III 17,500,000
- $100,000 — t previously released to us (less up to $100,000 for our liquidation expenses), divided
- $10.00 — nit that we are offering has a price of $10.00 and consists of one ordinary share and
- $11.50 — rchase one ordinary share at a price of $11.50 per share. Each warrant will become exe
- $5,228,130 — per unit for a total purchase price of $5,228,130 in a private placement that will occur
- $0.35 — $ 165,375,000 (1) Includes up to $0.35 per unit, or up to $6,125,000 in the ag
- $6,125,000 — Includes up to $0.35 per unit, or up to $6,125,000 in the aggregate, or up to $7,043,750 i
- $7,043,750 — o $6,125,000 in the aggregate, or up to $7,043,750 if the over-allotment option is exercis
- $201,250,000 — ering, an aggregate of $175,000,000 (or $201,250,000 if the over-allotment option is exercis
- $40.8 million — or “Arpeggio,” which raised $40.8 million in June 2004 and consummated a business
- $41.4 million — or “Rhapsody,” which raised $41.4 million in October 2006 and consummated a busin
- $69 million — p., or “Trio,” which raised $69 million in June 2011 and consummated a business
- $96.6 million — or “Quartet,” which raised $96.6 million in November 2013 and consummated a busi
- $115.0 million — or “Harmony,” which raised $115.0 million in March 2015 and consummated a busines
- $149.5 million — or “Allegro,” which raised $149.5 million in July 2018 and executed a definitive
Filing Documents
- legatomerger3_s1a.htm (S-1/A) — 1238KB
- legatomerger3_ex3-2.htm (EX-3.2) — 325KB
- legatomerger3_ex23-1.htm (EX-23.1) — 4KB
- legatomerger3_ex107.htm (EX-FILING FEES) — 37KB
- 0001829126-24-000062.txt ( ) — 1605KB
Risk Factors
Risk Factors 20 Cautionary Note Regarding Forward Looking Statements 45
Use of Proceeds
Use of Proceeds 46 Dividend Policy 50
Dilution
Dilution 51 Capitalization 53 Management’s Discussion and Analysis of Financial Condition and Results of Operations 54 Proposed Business 58 Management 73 Principal Shareholders 83 Certain Transactions 85
Description of Securities
Description of Securities 88 Shares Eligible for Future Sale 100 Taxation 102
Underwriting
Underwriting 111 Legal Matters 120 Experts 120 Where You Can Find Additional Information 120 Index to Financial Statements F-1 i Table of Contents PROSPECTUS SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. References in this prospectus to “we,” “us” or “our company” refer to Legato Merger Corp. III. References in this prospectus to the “Companies Act” are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time. References in this prospectus to our “public shares” are to the ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and references to “public shareholders” refer to the holders of our public shares, including our officers and directors to the extent they purchase public shares, provided that their status as “public shareholders” shall exist only with respect to such public shares. References in this prospectus to our “management” or our “management team” refer to our officers and directors and references to our “initial shareholders” are to our shareholders prior to this offering (excluding BTIG). The term “equity-linked securities” refers to any debt or equity securities issued in a transaction, including but not limited to a private placement of equity or debt, that are convertible, exercisable or exchangeable for ordinary shares. Unless we tell you otherwise, the information in this p