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                               January 2, 2024

       Gregory Monahan
       Chief Executive Officer
       Legato Merger Corp. III
       777 Third Ave., 37th Floor
       New York, NY 10017

                                                        Re: Legato Merger Corp.
III
                                                            Registration
Statement on Form S-1
                                                            Filed December 7,
2023
                                                            File No. 333-275930

       Dear Gregory Monahan:

                                                        We have reviewed your
registration statement and have the following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-1 filed December 7, 2023

       General

   1.                                                   Please clearly disclose
the identity of your sponsor. We note references to Eric Rosenfeld
                                                        as an officer of the
Sponsor in your financial statements, but are unable to find the specific
                                                        entity disclosed. In
addition, please tell us whether your sponsor is, is controlled by, or has
                                                        substantial ties with a
non-U.S. person. If so, also include risk factor disclosure that
                                                        addresses how this fact
could impact your ability to complete your initial business
                                                        combination.
       Summary
       Effecting a Business Combination, page 4

   2.                                                   Please revise your
disclosure to state how you will advise shareholders of a potential
                                                        business combination
whether or not you seek shareholder approval of your initial
                                                        business combination.
 Gregory Monahan
Legato Merger Corp. III
January 2, 2024
Page 2
Risk Factors
Our initial shareholders will control a substantial interest in us..., page 21

3.     We note that in connection with any vote for a proposed business
combination, your initial
       shareholders, as well as all of your officers and directors, have agreed
to vote the ordinary
       shares owned by them immediately before this offering as well as "any
ordinary shares
       acquired in this offering or in the aftermarket in favor of such
proposed business
       combination." Please explain how such purchases would comply with the
requirements of
       Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and
Schedules
       Compliance and Disclosure Interpretation 166.01 for guidance.
We may issue our shares to investors..., page 35

4.     We note your disclosure that potential PIPE transactions are meant to
enable you to
       provide sufficient liquidity to the post-business combination entity.
Clearly disclose their
       impact to you and public shareholders, including that the arrangements
result in costs
       particular to the de-SPAC process that would not be anticipated in a
traditional initial
       public offering.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Kibum Park at 202-551-6836 or Isabel Rivera at 202-551-3518 with any
other questions.



                                                                Sincerely,
FirstName LastNameGregory Monahan
                                                                Division of
Corporation Finance
Comapany NameLegato Merger Corp. III
                                                                Office of Real
Estate & Construction
January 2, 2024 Page 2
cc:       Jeffrey M. Gallant, Esq.
FirstName LastName