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UPLOAD Filing

Legato Merger Corp. III
Date: April 10, 2026 · CIK: 0002002038 · Accession: 0000000000-26-003648

Internal Controls Financial Reporting Regulatory Compliance

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File numbers found in text: 001-41945

Date
April 10, 2026
Author
Gregory Monahan
Form
UPLOAD
Company
Legato Merger Corp. III

Letter

April 10, 2026 Gregory Monahan Chief Executive Officer Legato Merger Corp. III 777 Third Avenue, 37th Floor New York, NY 10017 Re:Legato Merger Corp. III Form 10-K for the Year Ended November 30, 2025 Filed February 10, 2026 File No. 001-41945 Dear Gregory Monahan: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Year Ended November 30, 2025 Item 9A. Controls and Procedures Management's Report on Internal Controls Over Financial Reporting, page 42 1.You state that you did include a report of management's assessment regarding internal control over financial reporting ("ICFR") or an attestation report of the Company's registered public accounting firm due to a transition period established by rules of the Securities an Exchange Commission for newly public companies.

Please note that the transition period described in the Instructions to Item 308 of Regulation S-K pertain only to the first Form 10-K filed after your IPO. Since you filed an annual report on Form 10-K for the prior fiscal year November 30, 2024, you are now required to present management's assessment of ICFR in this current Form 10-K. Please amend your filing to include management's assessment of ICFR as of November 30, 2025. Please also provide currently dated certifications with your amendment.

April 10, 2026 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Yolanda Guobadia at 202-551-3562 or Yong Kim at 202-551-3323 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Jeffrey Gallant

Show Raw Text
April 10, 2026
Gregory Monahan
Chief Executive Officer
Legato Merger Corp. III
777 Third Avenue, 37th Floor
New York, NY 10017
Re:Legato Merger Corp. III
Form 10-K for the Year Ended November 30, 2025
Filed February 10, 2026
File No. 001-41945
Dear Gregory Monahan:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended November 30, 2025
Item 9A. Controls and Procedures
Management's Report on Internal Controls Over Financial Reporting, page 42
1.You state that you did include a report of management's assessment regarding internal
control over financial reporting ("ICFR") or an attestation report of the Company's
registered public accounting firm due to a transition period established by rules of the
Securities an Exchange Commission for newly public companies.

Please note that the transition period described in the Instructions to Item 308 of
Regulation S-K pertain only to the first Form 10-K filed after your IPO.  Since you filed
an annual report on Form 10-K for the prior fiscal year November 30, 2024, you are now
required to present management's assessment of ICFR in this current Form 10-K.  Please
amend your filing to include management's assessment of ICFR as of November 30,
2025. Please also provide currently dated certifications with your amendment.

April 10, 2026
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Yolanda Guobadia at 202-551-3562 or Yong Kim at 202-551-3323 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jeffrey Gallant