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CORRESP
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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

    jgallant@graubard.com

December
5, 2022

FOIA
CONFIDENTIAL TREATMENT REQUEST

Confidential
Treatment Requested by

Legato
Merger Corp. II

777
Third Avenue, 37th Floor

New
York, New York 10017

CERTAIN
PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS
LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” THE OMITTED PORTIONS ARE BRACKETED AND
HIGHLIGHTED IN THE UNREDACTED SUBMISSION FOR EASE OF IDENTIFICATION.

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Legato
                                         Merger Corp. II

    Amendment
                                         No. 1 to Registration Statement on Form S-4/A

                                         Filed October 27, 2022

                                         File No. 333-267393

Ladies
and Gentlemen:

On
behalf of Legato Merger Corp. II (the “Company”), we hereby respond as follows to the Staff’s comment letter,
dated November 23, 2022, relating to the above-referenced Registration Statement on Form S-4/A (“Registration Statement”).
Captions and page references herein correspond to those set forth in Amendment No. 2 to the Registration Statement, a copy of
which has been marked with the changes from Amendment No. 1 to the Registration Statement. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Registration Statement.

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

    Securities and Exchange Commission

December 5, 2022

Page 2

We
are respectfully requesting continued confidential treatment for certain portions of this letter pursuant to Rule 83 promulgated
by the Commission, 17 C.F.R. § 200.83. Such request for confidential treatment has been made because of the commercially
sensitive nature of certain of the information discussed in this letter. A redacted letter will be filed on EDGAR, omitting the
confidential information contained in this letter. The Company respectfully requests that the Commission provide timely notice
to the undersigned before it permits any disclosure of the bracketed and highlighted information contained in this letter.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s
response to each comment immediately thereafter.

Amendment
No. 1 to Registration Statement on Form S-4/A filed October 27, 2022

General

 1. With
                                         a view toward disclosure, please tell us whether anyone or any entity associated with
                                         or otherwise involved in the transaction, 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. For
                                         instance, discuss the risk to investors that you may not be able to complete an initial
                                         business combination with a U.S. target company should the transaction be subject to
                                         review by a U.S. government entity, such as the Committee on Foreign Investment in the
                                         United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary
                                         for government review of the transaction or a decision to prohibit the transaction could
                                         prevent you from completing an initial business combination and require you to liquidate.
                                         Disclose the consequences of liquidation to investors, such as the losses of the investment
                                         opportunity in a target company, any price appreciation in the combined company, and
                                         the warrants, which would expire worthless.

We
have been advised by the Company and Southland that no person or entity that is associated with or otherwise involved in the transaction
is, is controlled by or has substantial ties with a non-U.S. person. Accordingly, we have not revised the disclosure in the Registration
Statement in response to this comment.

Legato
II’s Directors and Executive Officers Have Financial Interests in the Business Combination, page 14

 2. We
                                         note your response to comment 2. Please revise to include the shares of common stock
                                         and warrants included as part of the private placement units. Further, please revise
                                         to state, if true, that the Legato II Insiders will benefit from the completion of a
                                         business combination and may be incentivized to complete an acquisition of a less favorable
                                         target company or on terms less favorable to shareholders rather than liquidate; and
                                         that the Legato II Insiders can earn a positive rate of return on their investment, even
                                         if other Legato II shareholders experience a negative rate of return in the combined
                                         company following the business combination.

We
have revised the disclosure on page 15 of the Registration Statement as requested.

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

    Securities and Exchange Commission

December 5, 2022

Page 3

Unaudited
Pro Forma Condensed Combined Financial Statements, page 60

 3. We
                                         note your response to comment 10. Given that the earnout shares are contingent on the
                                         projected achievement of the 2022 and 2023 Base Target amounts, it does not appear that
                                         such shares should be included in the calculation of Pro Forma EPS given that they are
                                         not shares that are issued or to be issued in order to consummate the transaction. Please
                                         remove the contingent shares from your calculations. Refer to Article 11-02(a)(9)(ii)
                                         of Regulation S-X.

We
have revised the disclosure on page 56 of the Registration Statement as requested.

 4. Notwithstanding
                                         our comment above, please expand your disclosures related to the Earnout Shares to describe
                                         the arrangement(s), the basis for determining the amount of payment(s) or receipt(s),
                                         and an estimate of the range of outcomes (undiscounted) or, if a range cannot be estimated,
                                         that fact and the reasons why. See Rule 11-02(a)(11)(ii)(A) of Regulation S-X. Furthermore,
                                         please explain your proposed accounting for such shares. In providing your response,
                                         please tell us how you considered the guidance in ASC 718 or ASC 815-40 in arriving at
                                         your accounting determination.

We
have revised the disclosure on page 56 of the Registration Statement as requested.

We
have been advised that the parties plan to account for the Earnout Consideration Shares under ASC 718 with a credit to Par Value
and debit to Additional Paid-in Capital at the time that the shares are earned. As no part of the earnout shares are contingent
on the stock price of New Southland or other provisions, the Company and Southland do not believe that accounting for the Earnout
Consideration Shares under ASC 815-40 would be appropriate.

 5. We
                                         note your response to comment 11. Given that the merger will be accounted for as a reverse
                                         recapitalization with Southland as the accounting acquirer, it appears to us that the
                                         estimated $0.4 million advisory expenses to be incurred by Legato are transaction costs
                                         related to the merger that should be expensed as incurred and recorded in the pro forma
                                         statement of operations as a non-recurring item. Such costs should also be reflected
                                         as a reduction to retained earnings on your pro forma condensed combined balance sheet.
                                         See Rule 11-02(a)(6)(i)(B) of Regulation S-X. Please revise your pro forma disclosures
                                         accordingly.

We
have revised the disclosure on pages 55 through 57 and 59 of the Registration Statement as requested.

Background
of the Business Combination, page 77

 6. We
                                         note your response to comment 13. Please further expand your background discussion to
                                         provide more detailed disclosure regarding the following:

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

    Securities and Exchange Commission

December 5, 2022

Page 4

 ● Please
                                         describe how the parties arrived at $50 million in cash as a component of the merger
                                         consideration. In this regard, we note that while your disclosure on page 79 suggests
                                         that Southland expressed a preference for a cash component in response to the original
                                         offer made by Legato II, no cash component was added until the third iteration of the
                                         offer.

 ● Please
                                         explain how and why any material terms of the merger agreement were revised over time.
                                         In this regard, we note references to several drafts of the proposed merger agreement
                                         and revisions to the definition of adjusted EBITDA and the minimum cash closing condition.
                                         However, you do not detail or explain the importance of the merger agreement negotiations.
                                         We further note that adjusted EBITDA is the basis for the merger earnout consideration.

 ● Please
                                         explain whether or how the claims report impacted the negotiations. In this regard, we
                                         note your disclosure on page 80 that Messrs. Monahan, Rosenfeld and Pratt considered
                                         a review of Southland’s existing claims, work-in-progress, backlog and receivables
                                         “to be critical in understanding the business and potential assets and liabilities
                                         associated with these areas.”

We
have revised the disclosure on pages 79 through 82 of the Registration Statement as requested.

Discounted
Cash Flow Analysis, page 90

 7. We
                                         note your response to comment 16. Please revise to disclose the basis for the assumption
                                         of net debt of $2 million. In this regard, we note that it is unclear how this amount
                                         was derived.

We
have revised the disclosure on page 90 of the Registration Statement as requested.

Interests
of Certain Persons in the Proposed Transaction, page 98

 8. We
                                         note your response to comment 22. Please revise to include the shares of common stock
                                         and warrants included as part of the private placement units. Further, please revise
                                         to state, if true, that the Legato II Insiders will benefit from the completion of a
                                         business combination and may be incentivized to complete an acquisition of a less favorable
                                         target company or on terms less favorable to shareholders rather than liquidate; and
                                         that the Legato II Insiders can earn a positive rate of return on their investment, even
                                         if other Legato II shareholders experience a negative rate of return in the combined
                                         company following the business combination.

We
have revised the disclosure on page 100 of the Registration Statement as requested.

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II

    Securities and Exchange Commission

December 5, 2022

Page 5

Sources
and Uses, page 99

 9. We
                                         note your response to comment 24. However, in the assuming maximum redemptions scenario,
                                         the “Uses” table suggests that transaction expenses would be zero. Please
                                         revise to clarify, as it appears that transaction expenses would be the same regardless
                                         of the amount of redemptions.

We
have revised the disclosure on page 102 of the Registration Statement as requested.

Contractual
Obligations, page 157

 10. We
                                         note your response to comment 39. Please further revise to include tabular disclosure
                                         of your debt obligations as of June 30, 2022, including interest on long-term debt and
                                         long-term debt.

We
have revised the disclosure on page 160 of the Registration Statement as requested, as of September 30, 2022.

3.
Business Combinations, page F-52

 11. We
                                         note your response to comment 43. Please further clarify the following:

 ● How
                                         much was the original claim amount that was recognized as of September 30, 2020 that
                                         was included in the $95 million investment line item; and

 ● Please
                                         further describe the subsequent accounting under ASC 606-10-31-14 and how such subsequent
                                         accounting for the claim resulted in your Investments line item related to the TZC venture
                                         increasing to $105.1 million and $106.4 million as of December 31, 2021 and June 30,
                                         2022 respectively. Based on your response it appears that the project was completed in
                                         2020. Furthermore, we note that for your equity method investments including TZC, you
                                         are employing the equity method for balance sheets reporting and the proportional consolidation
                                         method for statements of operations