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
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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