LEGO / Legato Merger Corp - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39906 LEGATO MERGER CORP. (Exact name of registrant as specified in its

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): October 19, 2021 LEGATO MERGER CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39906 85-1783294 (State or Other Jurisdiction (Commission File Number) (IRS Employ

Algoma Steel and Legato Merger Corp. Close Business Combination -- Algoma’s common shares will begin trading on the Nasdaq and TSX on October 20th, 2021 under the ticker symbol “ASTL” -- The transaction brings approximately USD 306M in capital as Alg

Exhibit 99.1 MEDIA RELEASE October 19, 2021 Algoma Steel and Legato Merger Corp. Close Business Combination - Algoma?s common shares will begin trading on the Nasdaq and TSX on October 20th, 2021 under the ticker symbol ?ASTL? - The transaction brings approximately USD 306M in capital as Algoma contemplates a transition to electric arc steelmaking - Michael McQuade continues as Algoma Steel CEO SA

Amendment Agreement, dated as of October 19, 2021, among Legato Merger Corp., Algoma Steel Group Inc., Continental Stock Transfer & Trust Company, and TSX Trust Company.

Exhibit 4.1 Execution Version AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (this ?Agreement?) is entered into and effective as of October 19, 2021, by and among Legato Merger Corp., a Delaware corporation (?Legato?), Algoma Steel Group Inc. (formerly known as 1295908 B.C. Ltd.), a company organized under the laws of the Province of British Columbia (?Algoma?), Continental Stock Transfer & Trust Co

Legato Merger Corp. Receives Stockholder Approval for its Business Combination with Algoma Steel

Exhibit 99.1 Legato Merger Corp. Receives Stockholder Approval for its Business Combination with Algoma Steel NEW YORK, NEW YORK and SAULT STE. MARIE, ONTARIO, Oct. 14, 2021 (GLOBE NEWSWIRE) - Legato Merger Corp. (?Legato?) (Nasdaq: LEGO), a U.S. publicly-traded special purpose acquisition company, and Algoma Steel Group Inc. (?Algoma?), a fully integrated producer of hot and cold rolled steel pro

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): October 14, 2021 LEGATO MERGER CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39906 85-1783294 (State or Other Jurisdiction (Commission File Number) (IRS Employ

Filed by Algoma Steel Group Inc.

Filed by Algoma Steel Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Additional Information and Where to Find It This document is not a proxy statement or solicitation of a proxy, consent or authoriza

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 LEGATO MERGER CORP.

Meeting Scheduled for October 14, 2021 Stockholders of Record as of August 18, 2021 are Eligible to Vote at Special Meeting

Filed by Legato Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Legato Merger Corp. Announces Date for Special Meeting to Approve Proposed Business Combination with Algoma Steel Meeting Scheduled for

Meeting Scheduled for October 14, 2021 Stockholders of Record as of August 18, 2021 are Eligible to Vote at Special Meeting

425 1 eh210186046425.htm FORM 425 Filed by Algoma Steel Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Legato Merger Corp. Announces Date for Special Meeting to Approve Proposed Business Combination w

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3)

Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

ALGOMA STEEL INC. Moderator: Brenda Stenta August 20, 2021 11:00 am ET

425 1 eh210179269425.htm FORM 425 Filed by Algoma Steel Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) ALGOMA STEEL INC. Moderator: Brenda Stenta August 20, 2021 11:00 am ET Operator: Greetings and we

Algoma Steel Inc. Announces Strong First Quarter Results; Parent Company Expected to Become Public in 2021

Filed by Algoma Steel Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) MEDIA RELEASE August 19, 2021 Algoma Steel Inc. Announces Strong First Quarter Results; Parent Company Expected to Become Public in

Filed by Algoma Steel Group Inc.

Filed by Algoma Steel Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Earnings Call Presentation For the Quarter ending June 30, 2021 August 20th, 2021 in Canadian dollars unless otherwise noted 1 ADDI

Filed by Algoma Steel Group Inc.

Filed by Algoma Steel Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Additional Information and Where to Find It This document is not a proxy statement or solicitation of a proxy, consent or authoriza

Graubard Miller The Chrysler Building 405 Lexington Avenue NEW YORK, N.Y. 10174-1101 (212) 818-8800 Facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected]

Graubard Miller The Chrysler Building 405 Lexington Avenue NEW YORK, N.Y. 10174-1101 (212) 818-8800 Facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] August 17, 2021 VIA EDGAR Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Legato Merger Corp. Preliminary Proxy Stat

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

LEGO / Legato Merger Corp / MASON CAPITAL MANAGEMENT LLC - LEGATO MERGER CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Legato Merger Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 52473X106 (CUSIP Number) August 2, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to whi

ALGOMA STEEL SCHEDULES FIRST QUARTER FISCAL 2022 EARNINGS RELEASE AND CONFERENCE CALL

Filed by Legato Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) MEDIA RELEASE August 13, 2021 ALGOMA STEEL SCHEDULES FIRST QUARTER FISCAL 2022 EARNINGS RELEASE AND CONFERENCE CALL SAULT STE. MARIE, O

ALGOMA STEEL SCHEDULES FIRST QUARTER FISCAL 2022 EARNINGS RELEASE AND CONFERENCE CALL

425 1 eh210177673425.htm FORM 425 Filed by Algoma Steel Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) MEDIA RELEASE August 13, 2021 ALGOMA STEEL SCHEDULES FIRST QUARTER FISCAL 2022 EARNINGS RELEASE A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39906 LEGATO MERGER CORP. (E

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Filed by Legato Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Interview with BNN Bloomberg: July 8, 2021 Transcript: Michael (Mike) McQuade on BNN Bloomberg (BNN) Host: Frances Horodelski BNN: And

Filed by Algoma Steel Group Inc.

425 1 eh210167010425-rs.htm FORM 425 Filed by Algoma Steel Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Investor Presentation Proposed Transition to Making Greener Steel July 2021 1 Disclaimer (1/2)

Filed by Algoma Steel Group Inc.

425 1 eh210167011425-govup.htm FORM 425 Filed by Algoma Steel Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Investor Presentation Proposed Transition to Making Greener Steel July 2021 Update on Gover

Filed by Algoma Steel Group Inc.

Filed by Algoma Steel Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Interview with BNN Bloomberg: July 8, 2021 Transcript: Michael (Mike) McQuade on BNN Bloomberg (BNN) Host: Frances Horodelski BNN:

Investor Presentation Proposed Transition to Making Greener Steel July 2021 1 Disclaimer (1/2) Disclaimer Legato Merger Corp. (“Legato”) is holding presentations for certain of its stockholders, as well as other persons who might be interested in pur

Filed by Legato Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Investor Presentation Proposed Transition to Making Greener Steel July 2021 1 Disclaimer (1/2) Disclaimer Legato Merger Corp. (?Legato?

Update on Government Financing and Carbon Benefits of the Proposed EAF Transformation July 2021 1 Disclaimer (1/2) Disclaimer Legato Merger Corp. (“Legato”) is holding presentations for certain of its stockholders, as well as other persons who might

Filed by Legato Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form F-4 File No.: 333-257732 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Update on Government Financing and Carbon Benefits of the Proposed EAF Transformation July 2021 1 Disclaimer (1/2) Disclaimer Legato Me

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Government of Canada Endorses Algoma Steel’s Transformation Plan for Green Steel Commitment of up to $420 Million

Filed by Algoma Steel Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) MEDIA RELEASE July 5, 2021 Government of Canada Endorses Algoma Steel?s Transformation Plan for Green Steel Commitment of up to $420 Million SAULT STE. MARIE, ON

Filed by Algoma Steel Group Inc.

Filed by Algoma Steel Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Interview with CBC: July 6, 2021 Transcript: Michael McQuade on CBC Radio – Morning North Host: Jonathan Pinto CBC: Ottawa says that they will invest up to $420

Filed by Algoma Steel Group Inc.

Filed by Algoma Steel Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Interview with CBC: July 5, 2021 Transcript: Michael McQuade on CBC Power and Politics Host: David Corcoran Mike: The integrated model uses coal turned into coke

Filed by Algoma Steel Group Inc.

Filed by Algoma Steel Group Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Additional Information and Where to Find It This document is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any secur

Government of Canada Endorses Algoma Steel’s Transformation Plan for Green Steel Commitment of up to $420 Million

Filed by Legato Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) MEDIA RELEASE July 5, 2021 Government of Canada Endorses Algoma Steel?s Transformation Plan for Green Steel Commitment of up to $420 Million SAULT STE. MARIE, ONTARI

Filed by 1295908 B.C. Ltd.

425 1 d173188d425.htm 425 Filed by 1295908 B.C. Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Analyst Day - Investor Presentation Proposed Transition to Making Greener Steel June 2021 ALGOMA STEEL INC. Disclaimer (1/2) Disclaimer Legat

Algoma Steel Inc. Reports Strengthening Financial Position for the year ended March 31, 2021

Exhibit 99.1 Algoma Steel Inc. Reports Strengthening Financial Position for the year ended March 31, 2021 SAULT STE. MARIE, ON, June 17, 2021 /PRNewswire/ - Algoma Steel Inc.'s ("Algoma Steel" or the "Company") transformation journey is on track, as signaled today with the strong financial results reported for the fiscal year ended March 31, 2021. Unless otherwise specified, all amounts are in Can

Analyst Day - Investor Presentation Proposed Transition to Making Greener Steel June 2021 1 Disclaimer (1/2) Disclaimer Legato Merger Corp. (“Legato”) is holding presentations for certain of its stockholders, as well as other persons who might be int

Exhibit 99.2 Analyst Day - Investor Presentation Proposed Transition to Making Greener Steel June 2021 1 Disclaimer (1/2) Disclaimer Legato Merger Corp. (?Legato?) is holding presentations for certain of its stockholders, as well as other persons who might be interested in purchasing Legato?s securities, regarding its proposed merger with Algoma Steel (?Algoma? or the ?Company?). EarlyBirdCapital

ALGOMA STEEL INC. Moderator: Brenda Stenta June 18, 2021 10:00 am CT

425 1 eh210162248425.htm FORM 425 Filed by 1295908 B.C. Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) ALGOMA STEEL INC. Moderator: Brenda Stenta June 18, 2021 10:00 am CT Operator: Greetings and good morning everyone. Welcome to the Fi

Filed by 1295908 B.C. Ltd.

Filed by 1295908 B.C. Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Earnings Call Presentation Fourth Quarter & Full Year Fiscal 2020 Results June 2021 in Canadian dollars unless otherwise noted Disclaimer (1/2) ADDITIONAL INFORMATION

Filed by 1295908 B.C. Ltd.

Filed by 1295908 B.C. Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) 1 2 CBC News Canadian company Algoma Steel to go public again in takeover worth more than $1B US Sault Ste. Marie-based steelmaker can produce about 2.8 million tonnes

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 17, 2021 LEGATO MERGER CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39906 85-1783294 (State or Other Jurisdiction (Commission File Number) (IRS Employer

Algoma Steel Inc. Reports Strengthening Financial Position for the year ended March 31, 2021

Filed by 1295908 B.C. Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) MEDIA RELEASE June 17, 2021 Algoma Steel Inc. Reports Strengthening Financial Position for the year ended March 31, 2021 SAULT STE. MARIE, ONTARIO (June 17, 2021) – Al

Filed by 1295908 B.C. Ltd.

Filed by 1295908 B.C. Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Benzinga Interview Michael Murray, Mike McQuade, and David Sgro June 10, 2021 Murray: Welcome everyone, it’s Michael Murray with Benzinga. Today, I am joined by Mike M

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Filed by Legato Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Benzinga Interview Michael Murray, Mike McQuade, and David Sgro June 10, 2021 Murray: Welcome everyone, it?s Michael Murray with Benzinga. Today, I am joined by Mike

Filed by Legato Merger Corp.

Filed by Legato Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Bloomberg Markets Interview Amanda Lang, Matt Miller, and Eric Rosenfeld May 25, 2021 Bloomberg: This is Bloomberg Markets, I?m Amanda Lang with Matt Miller, and we

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Filed by Legato Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) BNN Bloomberg Interview Jon Erlichman and Michael McQuade May 25, 2021 Steelmaker Algoma Steel to go public in SPAC deal Bloomberg: ?One of Canada?s oldest steel pro

Filed by Legato Merger Corp.

Filed by Legato Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Legato Merger Corp. Algoma Steel Merger Conference Call Tuesday, May 25th, 2021, 9:00AM Eastern CORPORATE PARTICIPANTS David Sgro - CEO of Legato Merger Corp Michael

Filed by 1295908 B.C. Ltd.

Filed by 1295908 B.C. Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) BNN Bloomberg Interview Jon Erlichman and Michael McQuade May 25, 2021 Steelmaker Algoma Steel to go public in SPAC deal Bloomberg: “One of Canada’s oldest steel produ

Form of Support Agreement, dated as of May 24, 2021.

Exhibit 10.2 SUPPORT AGREEMENT This Support Agreement (this ?Agreement?) is made as of May 24, 2021, by and between 1295908 B.C. Ltd., a company organized under the laws of the Province of British Columbia (the ?Company?) and the undersigned SPAC shareholders (the ?Voting Parties? and each a ?Voting Party?). WHEREAS, contemporaneously with the execution and delivery of this Agreement, SPAC and the

Form of Support Agreement+

Exhibit 10.2 SUPPORT AGREEMENT This Support Agreement (this ?Agreement?) is made as of May 24, 2021, by and between 1295908 B.C. Ltd., a company organized under the laws of the Province of British Columbia (the ?Company?) and the undersigned SPAC shareholders (the ?Voting Parties? and each a ?Voting Party?). WHEREAS, contemporaneously with the execution and delivery of this Agreement, SPAC and the

Algoma Steel Inc. | 105 West Street, Sault Ste. Marie, ON, Canada P6A 7B4 | T: 705-945-2351 F: 705-945-2203 | algoma.com YOUR PARTNER IN STEEL. SINCE 1901

425 1 eh210155213425-acl.htm FORM 425 Filed by 1295908 B.C. Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) May 25, 2021 Dear Valued Customer, Yesterday Algoma Steel announced a transaction that will return Algoma to public investment ma

Investor Presentation.

Exhibit 99.2 Investor Presentation Proposed Transition to Making Greener Steel May 2021 1 Disclaimer (1/2) Disclaimer Legato Merger Corp. (?Legato?) is holding presentations for certain of its stockholders, as well as other persons who might b e i nterested in purchasing Legato?s securities, regarding its proposed merger with Algoma Steel (?Algoma? or the ?Company?). EarlyBirdCapital (?EBC?) acted

Form of Lockup Agreement+

Exhibit 10.3 Lock-Up Agreement May 24, 2021 1295908 B.C. Ltd. 105 West Street Sault Ste. Marie, Ontario P6A 7B4 Attention: John Naccarato Email: [email protected] RE: Lock-Up Agreement (this ?Agreement?) Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (the ?Merger Agreement?), dated as of May 24, 2021, by and among 1295908 B.C. Ltd., a company organized

Filed by 1295908 B.C. Ltd.

Filed by 1295908 B.C. Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Legato Merger Corp. Algoma Steel Merger Conference Call Tuesday, May 25th, 2021, 9:00AM Eastern CORPORATE PARTICIPANTS David Sgro - CEO of Legato Merger Corp Michael M

Filed by 1295908 B.C. Ltd.

Filed by 1295908 B.C. Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) Investor Presentation Proposed Transition to Making Greener Steel May 2021 1 Disclaimer (1/2) Disclaimer Legato Merger Corp. (?Legato?) is holding presentations for ce

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): May 24, 2021 LEGATO MERGER CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39906 85-1783294 (State or Other Jurisdiction (Commission File Number) (IRS Employer o

Investor Presentation Proposed Transition to Making Greener Steel May 2021 1 Disclaimer (1/2) Disclaimer Legato Merger Corp. (“Legato”) is holding presentations for certain of its stockholders, as well as other persons who might b e i nterested in pu

Exhibit 99.2 Investor Presentation Proposed Transition to Making Greener Steel May 2021 1 Disclaimer (1/2) Disclaimer Legato Merger Corp. (?Legato?) is holding presentations for certain of its stockholders, as well as other persons who might b e i nterested in purchasing Legato?s securities, regarding its proposed merger with Algoma Steel (?Algoma? or the ?Company?). EarlyBirdCapital (?EBC?) acted

Agreement and Plan of Merger, dated as of May 24, 2021, by and among 1295908 B.C. Ltd., Algoma Merger Sub, Inc., and Legato Merger Corp.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG 1295908 b.c. ltd., ALGOMA MERGER SUB, INC., and LEGATO MERGER CORP., DATED AS OF MAY 24, 2021 TABLE OF CONTENTS ARTICLE I The Closing Transactions 3 Section 1.1 Closing 3 Section 1.2 Closing Statements 4 Section 1.3 Closing Deliverables 4 ARTICLE II Transactions 5 Section 2.1 Stock Split and LTIP Awards 5 Section 2.2 Earnout Rights 6 Section 2.

Form of Subscription Agreement+

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this day of , 2021, by and among 1295908 B.C. Ltd., a company organized under the laws of the Province of British Columbia, Canada (the ?Issuer?), Legato Merger Corp., a Delaware corporation (?Legato?), and [], a [] (?Subscriber?). WHEREAS, concurrently with the execution and delivery of

Form of Lockup Agreement, dated as of May 24, 2021.

Exhibit 10.3 Lock-Up Agreement May 24, 2021 1295908 B.C. Ltd. 105 West Street Sault Ste. Marie, Ontario P6A 7B4 Attention: John Naccarato Email: [email protected] RE: Lock-Up Agreement (this ?Agreement?) Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (the ?Merger Agreement?), dated as of May 24, 2021, by and among 1295908 B.C. Ltd., a company organized

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): May 24, 2021 LEGATO MERGER CORP.

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): May 24, 2021 LEGATO MERGER CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39906 85-1783294 (State or Other Jurisdiction (Commission File Number) (IRS Employer o

Algoma Steel Inc. | 105 West Street, Sault Ste. Marie, ON, Canada P6A 7B4 | T: 705-945-2351 F: 705-945-2203 | algoma.com YOUR PARTNER IN STEEL. SINCE 1901

Filed by 1295908 B.C. Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) May 25, 2021 Dear Valued Supplier, Yesterday, Algoma Steel announced a transaction that will return Algoma to public investment markets, as a publicly listed company o

Algoma Steel and Legato Merger Corp. Sign Definitive Merger Agreement

Exhibit 99.1 MEDIA RELEASE May 24, 2021 Algoma Steel and Legato Merger Corp. Sign Definitive Merger Agreement ? Transaction to result in Algoma Steel becoming a publicly listed company. ? At $10.00 per share of Legato common stock, this all-stock transaction values the combined company at an enterprise value of approximately $1.7 billion including contingent consideration. ? At an enterprise value

Joint Press release, dated May 24, 2021.

Exhibit 99.1 MEDIA RELEASE May 24, 2021 Algoma Steel and Legato Merger Corp. Sign Definitive Merger Agreement ? Transaction to result in Algoma Steel becoming a publicly listed company. ? At $10.00 per share of Legato common stock, this all-stock transaction values the combined company at an enterprise value of approximately $1.7 billion including contingent consideration. ? At an enterprise value

Algoma Steel and Legato Merger Corp. Sign Definitive Merger Agreement

Filed by 1295908 B.C. Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Legato Merger Corp. (Commission File No. 001-39906) MEDIA RELEASE May 24, 2021 Algoma Steel and Legato Merger Corp. Sign Definitive Merger Agreement Transaction to result in Algoma Steel becoming a publicly listed compa

Agreement and Plan of Merger, dated as of May 24, 2021, by and among 1295908 B.C. Ltd., Algoma Merger Sub, Inc., and Legato Merger Corp.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG 1295908 b.c. ltd., ALGOMA MERGER SUB, INC., and LEGATO MERGER CORP., DATED AS OF MAY 24, 2021 TABLE OF CONTENTS ARTICLE I The Closing Transactions 3 Section 1.1 Closing 3 Section 1.2 Closing Statements 4 Section 1.3 Closing Deliverables 4 ARTICLE II Transactions 5 Section 2.1 Stock Split and LTIP Awards 5 Section 2.2 Earnout Rights 6 Section 2.

Form of Subscription Agreement, dated as of May 24, 2021.

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this day of , 2021, by and among 1295908 B.C. Ltd., a company organized under the laws of the Province of British Columbia, Canada (the ?Issuer?), Legato Merger Corp., a Delaware corporation (?Legato?), and [], a [] (?Subscriber?). WHEREAS, concurrently with the execution and delivery of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39906 LEGATO MERGER CORP. (

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden Hours per form 2.

Financial Statements and Exhibits, Other Events

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): March 3, 2021 LEGATO MERGER CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39906 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

Legato Merger Corp. Announces Separate Trading of its Common Stock and Warrants

Exhibit 99.1 Legato Merger Corp. Announces Separate Trading of its Common Stock and Warrants NEW YORK, March 03, 2021 (GLOBE NEWSWIRE) - Legato Merger Corp. (NASDAQ: LEGOU) (the ?Company?) announced today that, commencing on or about March 4, 2021, holders of its units sold in the Company?s initial public offering may elect to separately trade shares of the Company?s common stock and warrants incl

Legato Merger Corp. Announces Closing of Upsized $205,000,000 Initial Public Offering

Exhibit 99.2 Legato Merger Corp. Announces Closing of Upsized $205,000,000 Initial Public Offering New York, NY, Jan. 22, 2021 (GLOBE NEWSWIRE) - Legato Merger Corp.(NASDAQ: LEGOU) (the “Company”) announced today that it consummated its upsized initial public offering of 20,500,000 units at $10.00 per unit generating total gross proceeds of $205,000,000. The units were listed on the Nasdaq Capital

Legato Merger Corp. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 Legato Merger Corp. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Legato Merger Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Legato Merge

Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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): January 22, 2021 LEGATO MERGER CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39906 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Incorpo

Legato Merger Corp. Announces Closing of Full Overallotment Option From Initial Public Offering

Exhibit 99.3 Legato Merger Corp. Announces Closing of Full Overallotment Option From Initial Public Offering New York, NY, Jan. 25, 2021 (GLOBE NEWSWIRE) - Legato Merger Corp.(NASDAQ: LEGOU) (the “Company”) announced today that it consummated the sale of an additional 3,075,000 units pursuant to the over-allotment option granted to the underwriters in the Company’s initial public offering. The uni

Form of Indemnification Agreement.

Exhibit 10.5 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of January 19, 2021 (“Agreement”), by and between Legato Merger Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability o

Investment Management Trust Agreement between Legato Merger Corp. and Continental Stock Transfer & Trust Company.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of January 19, 2021 by and between Legato Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File No. 333-248997 and on Form S-1MEF, File No. 333-252240 (together, the “Registrat

Underwriting Agreement between Legato Merger Corp. and EarlyBirdCapital, Inc., as representative of the underwriters.

Exhibit 1.1 20,500,000 Units LEGATO MERGER CORP. UNDERWRITING AGREEMENT New York, New York January 19, 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Legato Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representativ

Business Combination Marketing Agreement between Legato Merger Corp. and EarlyBirdCapital, Inc.

Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 January 19, 2021 Legato Merger Corp. 777 Third Avenue, 37th Floor New York, NY 10017 Attn: David D. Sgro Ladies and Gentlemen: This is to confirm our agreement whereby Legato Merger Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 19, 2021 LEGATO MERGER CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39906 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Incorpo

Legato Merger Corp. Announces Pricing of Upsized $205,000,000 Initial Public Offering

Exhibit 99.1 Legato Merger Corp. Announces Pricing of Upsized $205,000,000 Initial Public Offering New York, NY, Jan. 19, 2021 (GLOBE NEWSWIRE) - Legato Merger Corp.(NASDAQ: LEGOU) (the “Company”) announced today that it priced its upsized initial public offering of 20,500,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) and trade under the ticker symb

Stock Escrow Agreement between Legato Merger Corp., certain security holders, and Continental Stock Transfer & Trust Company.

Exhibit 10.3 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of January 19, 2021 (“Agreement”), by and among Legato Merger Corp., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”). WHEREAS, the Company was formed for the pur

Administrative Services Agreement between Legato Merger Corp. and Crescendo Advisors II, LLC.

Exhibit 10.4 Legato Merger Corp. 777 Third Avenue, 37th Floor New York, New York 10017 January 19, 2021 Crescendo Advisors II, LLC 777 Third Avenue, 37th Floor New York, New York 10017 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering

Warrant Agreement between Legato Merger Corp. and Continental Stock Transfer & Trust Company.

Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of January 19, 2021 between Legato Merger Corp., a Delaware corporation, with offices at 777 Third Avenue, 37th Floor, New York, New York 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant a

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LEGATO MERGER CORP. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Legato Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Legato Merger Corp.” 2. The

Registration Rights Agreement between Legato Merger Corp. and certain security holders.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 19, 2021, by and among Legato Merger Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Company desire to ent

$205,000,000 Legato Merger Corp. 20,500,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-248997 and 333-252240 $205,000,000 Legato Merger Corp. 20,500,000 Units Legato Merger Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, whic

- 8-A12B

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 LEGATO MERGER CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-1783294 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 777 Third Avenue, 37th Floor Ne

- REGISTRATION STATEMENT

S-1MEF 1 ea133596-s1meflegatomerger.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on January 19, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LEGATO MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 6770 85-1783294

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CORRESP 1 filename1.htm January 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Legato Merger Corp. Registration Statement on Form S-1 File No. 333-248997 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1

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Legato Merger Corp. 777 Third Avenue, 37th Floor New York, New York 10017 January 15, 2021 VIA EDGAR Ms. Stacie Gorman Office of Energy and Transportation Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Legato Merger Corp. Registration Statement on Form S-1 File No. 333-248997 Dear Ms. Gorman: Legato Merger Corp. (the ?Company?) hereby requests, pursuant to Rule 46

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Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 Facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] January 12, 2021 Division of Corporation Finance Office of Real Estate & Construction Securities and Exchange Commission Washington, D.C. 20549 Re: Legato Merger Corp. Amendment No. 2 to Form S-1 Filed Oct

Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement on Form S-1 (File No. 333-248997) filed on January 12, 2021).

As filed with the Securities and Exchange Commission on January 12, 2021 Registration No.

(SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW)

Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS LEGATO MERGER CORP. CUSIP 52473X114 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of Legato Merger Corp., a Delaware corporation (the “Company”), expiring at 5:00 p.m., New York Cit

WARRANT AGREEMENT

Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2020 between Legato Merger Corp., a Delaware corporation, with offices at 777 Third Avenue, 37th Floor, New York, New York 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on October 29, 2020 Registration No.

Specimen Unit Certificate.*

Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS LEGATO MERGER CORP. CUSIP 52473X205 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Legato Merger Corp., a Delaware corporation (the “Company”), and one warrant of the

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on October 16, 2020 Registration No.

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2020 between Legato Merger Corp., a Delaware corporation, with offices at 777 Third Avenue, 37th Floor, New York, New York 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“

Specimen Warrant Certificate.

Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS LEGATO MERGER CORP. CUSIP 52473X114 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of Legato Merger Corp., a Delaware corporation (the “Company”), expiring at 5:00 p.m., New York Cit

Form of Registration Rights Agreement.*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2020, by and among Legato Merger Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Company desire to enter into

Form of Business Combination Marketing Agreement.*

Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 [●], 2020 Legato Merger Corp. 777 Third Avenue, 37th Floor New York, NY 10017 Attn: David D. Sgro Ladies and Gentlemen: This is to confirm our agreement whereby Legato Merger Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company mergin

Form of Stock Escrow Agreement.*

Exhibit 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [●], 2020 (“Agreement”), by and among Legato Merger Corp., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”). WHEREAS, the Company was formed for the purpose of

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2020 by and between Legato Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-248997 (“Registration Statement”) and prospectus (“Prospectus”) for the initial

Form of Subscription agreement for private units by EarlyBirdCapital, Inc.*

Exhibit 10.5.2 [●], 2020 Gentlemen: Legato Merger Corp. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering to be lead-managed by EarlyBirdCapital, Inc. (“IPO”). The C

Nominating committee charter.*

Exhibit 99.3 Adopted: , 2020 NOMINATING COMMITTEE CHARTER OF LEGATO MERGER CORP. The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Legato Merger Corp. (the “Company”), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, it shall exercise its independent judgment on

Specimen Common Stock Certificate.*

Exhibit 4.2 NUMBER SHARES C LEGATO MERGER CORP. INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 52473X106 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF LEGATO MERGER CORP. transferable on the books of the Company in person or by duly authorized attorney upon surrender of th

Code of Ethics.*

Exhibit 14 LEGATO MERGER CORP. CODE OF ETHICS 1. Introduction The Board of Directors (the “Board”) of Legato Merger Corp. (the “Company”) has adopted this code of ethics (this “Code”), which is applicable to all directors, officers, and employees (to the extent that employees are hired in the future) (each a “person,” as used herein) of the Company, with the intent to: ● promote honest and ethical

Form of Underwriting Agreement.*

Exhibit 1.1 17,500,000 Units LEGATO MERGER CORP. UNDERWRITING AGREEMENT New York, New York [], 2020 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Legato Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and

Compensation committee charter.*

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF LEGATO MERGER CORP. I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Legato Merger Corp. (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibilities relating to the compensation of the Company’s chief executive off

Form of Subscription agreement for private units by initial stockholders.*

Exhibit 10.5.1 , 2020 Legato Merger Corp. 777 Third Avenue, 37th Floor New York, NY 10017 Gentlemen: Legato Merger Corp. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public off

Form of Amended and Restated Certificate of Incorporation.*

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LEGATO MERGER CORP. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Legato Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Legato Merger Corp.” 2. The

Audit committee charter.*

Exhibit 99.1 Adopted: , 2020 AUDIT COMMITTEE CHARTER OF LEGATO MERGER CORP. Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of Legato Merger Corp. (“Company”) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independent auditor’s qualifications and indepe

Form of Administrative Services Agreement.*

Exhibit 10.7 Legato Merger Corp. 777 Third Avenue, 37th Floor New York, New York 10017 [●], 2020 Crescendo Advisors II, LLC 777 Third Avenue, 37th Floor New York, New York 10017 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “

Form of Indemnification Agreement.*

Exhibit 10.8 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of [●], 2020 (“Agreement”), by and between Legato Merger Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of offic

Form of Letter Agreement from each of the Registrant’s officers, directors and initial stockholders.*

Exhibit 10.1 [ , 2020] Legato Merger Corp. 777 Third Avenue, 37th Floor New York, NY 10017 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Legato Merger Corp., a Dela

Promissory Note.*

Exhibit 10.3 PROMISSORY NOTE $65,000 As of August 11, 2020 Legato Merger Corp. (“Maker”) promises to pay to the order of Eric S. Rosenfeld or his successors or assigns (“Payee”) the principal sum of Sixty Five Thousand Dollars and No Cents ($65,000) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall b

Registration Statement - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on September 23, 2020 Registration No.

BY LAWS LEGATO MERGER CORP. ARTICLE I OFFICES

Exhibit 3.3 Adopted as of June 26, 2020 BY LAWS OF LEGATO MERGER CORP. ARTICLE I OFFICES 1.1 Registered Office. The registered office of Legato Merger Corp. (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall be the registered agent of the corporation in cha

Certificate of Incorporation.*

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF LEGATO MERGER CORP. - - - - - - - - - - - - - - - - - - - - - - - - - - Pursuant to Section 102 of the Delaware General Corporation Law - - - - - - - - - - - - - - - - - - - - - - - - - - I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State

-

This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential.

BY LAWS LEGATO MERGER CORP. ARTICLE I OFFICES

Exhibit 3.3 Adopted as of June 26, 2020 BY LAWS OF LEGATO MERGER CORP. ARTICLE I OFFICES 1.1 Registered Office. The registered office of Legato Merger Corp. (the ?Corporation?) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall be the registered agent of the corporation in cha

CERTIFICATE OF INCORPORATION LEGATO MERGER CORP. - - - - - - - - - - - - - - - - - - - - - - - - - - Pursuant to Section 102 of the Delaware General Corporation Law - - - - - - - - - - - - - - - - - - - - - - - - - -

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF LEGATO MERGER CORP. - - - - - - - - - - - - - - - - - - - - - - - - - - Pursuant to Section 102 of the Delaware General Corporation Law - - - - - - - - - - - - - - - - - - - - - - - - - - I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State

PROMISSORY NOTE

Exhibit 10.3 PROMISSORY NOTE $65,000 As of August 11, 2020 Legato Merger Corp. (?Maker?) promises to pay to the order of Eric S. Rosenfeld or his successors or assigns (?Payee?) the principal sum of Sixty Five Thousand Dollars and No Cents ($65,000) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall b