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Correspondence 0001829126-23-000897 from Southland Holdings, Inc. (SLND)

Southland Holdings, Inc.
Date: Jan. 19, 2023 · CIK: 0001883814 · Accession: 0001829126-23-000897

AI Filing Summary & Sentiment

File numbers found in text: 333-267393

Referenced dates: January 18, 2023

Date
Jan. 19, 2023
Author
/s/ Jeffrey
Form
CORRESP
Company
Southland Holdings, Inc.

Letter

Graubard Miller

The Chrysler Building

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

January 19, 2023

FOIA CONFIDENTIAL TREATMENT REQUEST

Confidential Treatment Requested by

Legato Merger Corp. II

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

F Street, N.E.

Washington, D.C. 20549

Re: Legato Merger Corp. II

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

Filed January 5, 2023

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 January 18, 2023, 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. 5 to the Registration Statement, a copy of which has been marked with the changes from Amendment No. 4 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

January 19, 2023

Page

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. 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.

[***]

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.

We have revised the disclosure on pages 161 through 164 of the Registration Statement as requested.

*************

If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

Sincerely,
/s/ Jeffrey
M. Gallant

Show Raw Text
CORRESP
1
filename1.htm

    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

January
19, 2023

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. 4 to Registration
    Statement on Form S-4/A

    Filed January 5, 2023

    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
January 18, 2023, 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. 5 to the Registration Statement, a copy of which has been marked
with the changes from Amendment No. 4 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

January
19, 2023

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. 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.

[***]

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.

We
have revised the disclosure on pages 161 through 164 of the Registration Statement as requested.

*************

If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/ Jeffrey
    M. Gallant

    Jeffrey M. Gallant

    cc:
    Gregory Monahan, CEO

    CONFIDENTIAL TREATMENT REQUESTED BY
 LEGATO MERGER CORP. II