Legato Merger Corp. III Files Amendment 2 to S-1 Registration Statement

TL;DR

<b>Legato Merger Corp. III has filed an amendment to its S-1 registration statement, indicating ongoing efforts to register securities.</b>

AI Summary

Legato Merger Corp. III (LEGT-WT) filed a Amended IPO Registration (S-1/A) with the SEC on January 23, 2024. Legato Merger Corp. III filed Amendment No. 2 to its Form S-1 Registration Statement on January 23, 2024. The filing is for the registration of securities under the Securities Act of 1933. The company's principal executive offices are located at 777 Third Avenue, 37th Floor, New York, NY 10017. Gregory Monahan is listed as the Chief Executive Officer and agent for service. The filing indicates Legato Merger Corp. III is a non-accelerated filer, smaller reporting company, and emerging growth company.

Why It Matters

For investors and stakeholders tracking Legato Merger Corp. III, this filing contains several important signals. This amendment signifies continued progress in the company's efforts to go public or complete a business combination, which could lead to new investment opportunities. The filing provides updated details on the company's structure, management, and legal representation, offering transparency to potential investors and stakeholders.

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 offering or transaction, thus the immediate risk is low.

Analyst Insight

Monitor for further filings or announcements regarding the company's business combination or offering plans.

Key Numbers

• 2 — Amendment Number (Amendment No. 2 to Form S-1)
• 2024-01-23 — Filing Date (Filed as of date)
• 333-275930 — SEC File Number (SEC File Number)
• 6770 — SIC Code (Primary Standard Industrial Classification Code Number)

Key Players & Entities

• Legato Merger Corp. III (company) — Registrant name
• 2024-01-23 (date) — Filing date
• 333-275930 (registration_number) — SEC File Number
• Gregory Monahan (person) — Chief Executive Officer
• 777 Third Avenue, 37th Floor (address) — Principal executive offices
• New York, NY 10017 (address) — Principal executive offices
• David A. Miller (person) — Copies to
• Jeffrey M. Gallant (person) — Copies to

Forward-Looking Statements

• Legato Merger Corp. III will complete its initial public offering (IPO) (Legato Merger Corp. III) — medium confidence, target: Q2 2024
• Legato Merger Corp. III will announce a target acquisition within 12 months of its IPO (Legato Merger Corp. III) — medium confidence, target: Q2 2025

FAQ

Industry Context

Legato Merger Corp. III is a blank check company, also known as a special purpose acquisition company (SPAC), formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination.

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

1. Review the full S-1/A filing for details on the proposed business combination or offering.
2. Track future SEC filings from Legato Merger Corp. III for updates on their progress.
3. Analyze the company's target industry and potential acquisition strategy once disclosed.

Year-Over-Year Comparison

This is Amendment No. 2 to the S-1 Registration Statement, indicating updates or additions to previously filed information.

Key Financial Figures

• $175,000,000 — to Completion, dated January 23, 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 &ldquo;Arpeggio,&rdquo; which raised $40.8 million in June 2004 and consummated a business
• $41.4 million — or &ldquo;Rhapsody,&rdquo; which raised $41.4 million in October 2006 and consummated a busin
• $69 million — p., or &ldquo;Trio,&rdquo; which raised $69 million in June 2011 and consummated a business
• $96.6 million — or &ldquo;Quartet,&rdquo; which raised $96.6 million in November 2013 and consummated a busi
• $115.0 million — or &ldquo;Harmony,&rdquo; which raised $115.0 million in March 2015 and consummated a busines
• $149.5 million — or &ldquo;Allegro,&rdquo; which raised $149.5 million in July 2018 and executed a definitive

Filing Documents

• legatomerger3_s1a2.htm (S-1/A) — 1249KB
• legatomerger3_ex1-1.htm (EX-1.1) — 239KB
• legatomerger3_ex5-1.htm (EX-5.1) — 72KB
• legatomerger3_ex10-7.htm (EX-10.7) — 73KB
• legatomerger3_ex23-1.htm (EX-23.1) — 4KB
• legatomerger3_ex107.htm (EX-FILING FEES) — 37KB
• ex5-1_001.jpg (GRAPHIC) — 14KB
• ex5-1_002.jpg (GRAPHIC) — 15KB
• 0001829126-24-000338.txt (&nbsp;) — 1716KB

Underwriting

Underwriting discounts and commissions (1) $ 0.55 $ 9,625,000 Proceeds, before expenses, to us $ 9.45 $ 165,375,000 (1) Includes up to $0.35 per unit, or up to $6,125,000 in the aggregate, or up to $7,043,750 if the over-allotment option is exercised in full, payable to BTIG for deferred underwriting commissions which will be placed in a trust account located in the United States as described herein. The deferred commissions will be released to BTIG only upon completion of an initial business combination, as described in this prospectus. The underwriters have received and will receive compensation in addition to the underwriting discount, including 87,500 ordinary shares, which we refer to herein as the &ldquo;representative founder shares.&rdquo; See &ldquo; Underwriting &rdquo; for further information relating to the underwriting compensation we will pay in this offering. Upon consummation of the offering, an aggregate of $175,000,000 (or $201,250,000 if the over-allotment option is exercised in full) or $10.00 per unit sold to the public in this offering will be deposited in an account located in the United States at Bank of America with Equiniti Trust Company, LLC, acting as trustee. Except as described in this prospectus, these funds will not be released to us until the earlier of the completion of a business combination and our redemption of our public shares. The underwriters are offering the units on a firm commitment basis. The underwriters expect to deliver the units to purchasers on or about __________, 2024. Sole Book-Running Manager BTIG, LLC Co-Manager Craig-Hallum Capital Group __________, 2024 Table of Contents You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. LEGA

Risk Factors

Risk Factors 21 Cautionary Note Regarding Forward Looking Statements 46

Use of Proceeds

Use of Proceeds 47 Dividend Policy 51

Dilution

Dilution 52 Capitalization 54 Management&rsquo;s Discussion and Analysis of Financial Condition and Results of Operations 55 Proposed Business 59 Management 74 Principal Shareholders 84 Certain Transactions 86

Description of Securities

Description of Securities 89 Shares Eligible for Future Sale 101 Taxation 103

Underwriting

Underwriting 113 Legal Matters 122 Experts 122 Where You Can Find Additional Information 122 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 &ldquo;Risk Factors&rdquo; and our financial statements and the related notes included elsewhere in this prospectus, before investing. References in this prospectus to &ldquo;we,&rdquo; &ldquo;us&rdquo; or &ldquo;our company&rdquo; refer to Legato Merger Corp. III. References in this prospectus to the &ldquo;Companies Act&rdquo; are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time. References in this prospectus to our &ldquo;public shares&rdquo; 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 &ldquo;public shareholders&rdquo; 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 &ldquo;public shareholders&rdquo; shall exist only with respect to such public shares. References in this prospectus to our &ldquo;management&rdquo; or our &ldquo;management team&rdquo; refer to our officers and directors and references to our &ldquo;initial shareholders&rdquo; are to our shareholders prior to this offering (excluding BTIG). The term &ldquo;equity-linked securities&rdquo; 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 thi

View Full Filing

View this S-1/A filing on SEC EDGAR