UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 8, 2024
LEGATO MERGER CORP. III
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | 001-41945 | 98-1761148 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
777 Third Avenue, 37th Floor
New York, NY 10017
(Address of Principal Executive Offices) (Zip Code)
(212) 319-7676
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02.
| Item 8.01. | Other Events. |
On February 8, 2024, Legato Merger Corp. III (the “Company”) consummated the initial public offering (“IPO”) of 20,125,000 of its units (“Units”), including 2,625,000 Units subject to the underwriters’ over-allotment option. Each Unit consists of one ordinary share, $.0001 par value (“Ordinary Shares”), of the Company and one-half of one redeemable warrant (“Warrant”), with each warrant entitling the holder to purchase one Ordinary Share for $11.50. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $201,250,000.
Simultaneously with the consummation of the IPO, the Company consummated the private placement (“Private Placement”) of an aggregate of 555,625 units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total proceeds of $5,556,250. The Private Placement Units were purchased by the Company’s initial shareholders and the underwriters in the IPO. The Private Placement Units are identical to the Units sold in the IPO. The purchasers of the Private Placement Units have agreed not to transfer, assign, or sell any of the Private Placement Units or underlying securities (except to certain permitted transferees) until the completion of the Company’s initial business combination.
An audited balance sheet as of February 8, 2024 reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release issued by the Company announcing the consummation of the IPO and Private Placement is included as Exhibit 99.2 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statement and Exhibits. |
| (d) | Exhibits: |
| Exhibit | Description | |
| 99.1 | Audited Balance Sheet. | |
| 99.2 | Press Release Announcing Consummation of IPO. |
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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: February 14, 2024
| LEGATO MERGER CORP. III | |||
| By: | /s/ Gregory Monahan | ||
| Name: | Gregory Monahan | ||
| Title: | Chief Executive Officer | ||
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