SEC Comment Letter 0000000000-23-000539 to Southland Holdings, Inc. (SLND)
Southland Holdings, Inc.
Date: Jan. 19, 2023 · CIK: 0001883814 · Accession: 0000000000-23-000539
AI Filing Summary & Sentiment
File numbers found in text: 333-267393
Letter
United States securities and exchange commission logo January 18, 2023 Gregory Monahan Chief Executive Officer LEGATO MERGER CORP. II 777 Third Avenue, 37th Floor New York, New York 10017 Re:LEGATO MERGER CORP. II Amendment No. 4 to Registration Statement on Form S-4/A Filed January 5, 2022 File No. 333-267393 Dear Gregory Monahan: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our January 3, 2023 letter. Amendment No. 4 to Registration Statement on Form S-4/A filed January 5, 2023 3. Business Combinations, page 52 1.We note your response to our comment number 3 and additional clarification provided in the telephonic conversation with the Staff on January 17, 2023. Please confirm that the accretion that results in the subsequent change in the carrying amount of the claim from the present value treatment on Day 1 is due to the basis difference that arose as a result of the difference between the fair value of the claim recognized and underlying proportional interest in the carrying amount of the claim on American Bridge's books.
FirstName LastNameGregory Monahan Comapany NameLEGATO MERGER CORP. II January 18, 2023 Page 2 FirstName LastName Gregory Monahan LEGATO MERGER CORP. II January 18, 2023 Page 2 Legato II and Southland Executive and Director Compensation ..., page 161 2.Please update the compensation disclosure to include compensation for fiscal year ended December 31, 2022.
You may 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 Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Jeffrey M. Gallant
Show Raw Text
United States securities and exchange commission logo
January 18, 2023
Gregory Monahan
Chief Executive Officer
LEGATO MERGER CORP. II
777 Third Avenue, 37th Floor
New York, New York 10017
Re:LEGATO MERGER CORP. II
Amendment No. 4 to Registration Statement on Form S-4/A
Filed January 5, 2022
File No. 333-267393
Dear Gregory Monahan:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our January 3, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4/A filed January 5, 2023
3. Business Combinations, page 52
1.We note your response to our comment number 3 and additional clarification provided in
the telephonic conversation with the Staff on January 17, 2023. Please confirm that the
accretion that results in the subsequent change in the carrying amount of the claim from
the present value treatment on Day 1 is due to the basis difference that arose as a result of
the difference between the fair value of the claim recognized and underlying proportional
interest in the carrying amount of the claim on American Bridge's books.
FirstName LastNameGregory Monahan
Comapany NameLEGATO MERGER CORP. II
January 18, 2023 Page 2
FirstName LastName
Gregory Monahan
LEGATO MERGER CORP. II
January 18, 2023
Page 2
Legato II and Southland Executive and Director Compensation ..., page 161
2.Please update the compensation disclosure to include compensation for fiscal year ended
December 31, 2022.
You may 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 Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Jeffrey M. Gallant