Southland Holdings Files 8-K: Material Agreement, Equity Sales

TL;DR

SLND filed an 8-K on 12/30 for 12/27 events: material agreement, equity sales, and FD disclosure.

AI Summary

Southland Holdings, Inc. filed an 8-K on December 30, 2024, reporting on events as of December 27, 2024. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. It also includes financial statements and exhibits, with the company's fiscal year ending on December 31.

Why It Matters

This 8-K filing signals significant corporate activity for Southland Holdings, including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks related to the terms of these agreements and the nature of the equity transactions.

Key Numbers

• 001-41090 — SEC File Number (Identifies the company's filing with the SEC)
• 87-1783910 — IRS Number (Company's tax identification number)

Key Players & Entities

• Southland Holdings, Inc. (company) — Registrant
• December 27, 2024 (date) — Earliest event reported
• December 30, 2024 (date) — Filing date
• December 31 (date) — Fiscal year end
• LEGATO MERGER CORP. II (company) — Former company name
• September 17, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share SLND NYSE American LLC
• $11.50 — of common stock at an exercise price of $11.50 per share SLND WS NYSE American LLC
• $20,000,000 — action and discharge of an aggregate of $20,000,000 in outstanding amounts under certain pr
• $3 — Transaction") with a price per Share of $3.43, calculated using the greater of (a)
• $3,549,163.96 — full satisfaction and discharge of (i) $3,549,163.96 under that certain promissory note, dat
• $3,857,363 — 6, with an original principal amount of $3,857,363, (ii) $4,250,000 under that certain pro
• $4,250,000 — al principal amount of $3,857,363, (ii) $4,250,000 under that certain promissory note, dat
• $14,755,815 — 3, with an original principal amount of $14,755,815 and (iii) $3,849,920.89 under that cert
• $3,849,920.89 — incipal amount of $14,755,815 and (iii) $3,849,920.89 under that certain promissory note, dat
• $3,844,254.21 — 4, with an original principal amount of $3,844,254.21 (the "Frank Renda Purchase Agreement");
• $3,065,116.48 — full satisfaction and discharge of (i) $3,065,116.48 under that certain promissory note, dat
• $3,330,975 — 6, with an original principal amount of $3,330,975, (ii) $2,283,139.54 under that certain
• $2,283,139.54 — al principal amount of $3,330,975, (ii) $2,283,139.54 under that certain promissory note, dat
• $5,000,000 — 3, with an original principal amount of $5,000,000 and (iii) $2,251,479.07 under that cert
• $2,251,479.07 — rincipal amount of $5,000,000 and (iii) $2,251,479.07 under that certain promissory note, dat

Filing Documents

• southlandhold_8k.htm (8-K) — 36KB
• southlandhold_ex10-1.htm (EX-10.1) — 58KB
• southlandhold_ex10-2.htm (EX-10.2) — 58KB
• southlandhold_ex10-3.htm (EX-10.3) — 60KB
• southlandhold_ex99-1.htm (EX-99.1) — 7KB
• img_001.jpg (GRAPHIC) — 2KB
• 0001829126-24-008602.txt ( ) — 479KB
• slnd-20241227.xsd (EX-101.SCH) — 4KB
• slnd-20241227_def.xml (EX-101.DEF) — 26KB
• slnd-20241227_lab.xml (EX-101.LAB) — 36KB
• slnd-20241227_pre.xml (EX-101.PRE) — 25KB
• southlandhold_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On December 27, 2024, Southland Holdings, Inc. (the "Company") agreed to issue an aggregate of 5,830,899 shares of common stock (the "Shares"), par value $0.0001 per share ("Common Stock"), to Frankie S. Renda, President, Chief Executive Officer, Director and Interim Chairman of the Company, Rudolph V. Renda, Co-Chief Operating Officer and Executive Vice President of the Company, and Walter Timothy Winn, Co-Chief Operating Officer, Executive Vice President and Director of the Company (each a "Purchaser" and collectively, the "Purchasers"), in exchange for the full satisfaction and discharge of an aggregate of $20,000,000 in outstanding amounts under certain promissory notes (the "Transaction") with a price per Share of $3.43, calculated using the greater of (a) the volume-weighted average price per share of Common Stock, rounded to the nearest hundredth of a cent, on the NYSE American for the thirty consecutive trading days immediately preceding and ending on the Closing Date (as defined below) and (b) the closing price of Common Stock on NYSE American on the Closing Date. The Transaction was approved by the Company's Audit Committee and Board of Directors. In connection with the Transaction, the Company entered into Securities Purchase Agreements with (a) Mr. Frank Renda pursuant to which the Company agreed to issue to Mr. Frank Renda 3,396,233 shares of Common Stock, in exchange for the full satisfaction and discharge of (i) $3,549,163.96 under that certain promissory note, dated October 31, 2016, with an original principal amount of $3,857,363, (ii) $4,250,000 under that certain promissory note, dated February 14, 2023, with an original principal amount of $14,755,815 and (iii) $3,849,920.89 under that certain promissory note, dated March 15, 2024, with an original principal amount of $3,844,254.21 (the "Frank Renda Purchase Agreement"); (b) Mr. Rudy Renda pursuant to which the Company agreed to issue to Mr

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure included in

01 of this report is incorporated under this Item by reference

Item 1.01 of this report is incorporated under this Item by reference. The Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. We relied on exemptions from the registration requirements of the Securities Act by virtue of Section 4(a)(2) and/or Regulation D promulgated thereunder. Each Purchaser represented that it is an "accredited investor" and it was acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 30, 2024, the Company issued a press release relating to the Transaction. A copy of the Company's press release is attached hereto as Exhibit 99.1. The foregoing description of the press release is qualified in its entirety by reference to the attached exhibit. 1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Securities Purchase Agreement, dated as of December 27, 2024, by and between the Company and Frankie S. Renda. 10.2 Securities Purchase Agreement, dated as of December 27, 2024, by and between the Company and Rudolph V. Renda. 10.3 Securities Purchase Agreement, dated as of December 27, 2024, by and between the Company and Walter Timothy Winn. 99.1 Press Release, dated December 30, 2024. 104 Cover Page Interactive Data File (embedded within Inline XBRL document) 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 30, 2024 SOUTHLAND HOLDINGS, INC. By: /s/ Frank S. Renda Name: Frank S. Renda Title: President and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR