SecProbe.io

CORRESP
1
filename1.htm

    Graubard
    Miller

    The
    Chrysler Building

    405
    Lexington Avenue

    New
    York, N.Y. 10174-4499

    (212)
    818-8800

    Facsimile

    direct
    dial number

    (212)
    818-8881

    (212)
    818-8638

    email
    address

    jgallant@graubard.com

January
23, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington,
D.C. 20549

 Re: Legato
Merger Corp. III

Amendment
No. 1 to Registration Statement on Form S-1

Filed
January 5, 2024

File
No. 333-275930

Ladies
and Gentlemen:

On
behalf of Legato Merger Corp. III (the “Company”), we hereby respond as follows to the comment letter from the staff of the
Securities and Exchange Commission (the “SEC”) dated January 22, 2024, relating to the above-referenced Registration Statement
on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set forth in Amendment No.
2 to the Registration Statement.

Amendment
No. 1 to Registration Statement on Form S-1

General

 1. We
                                            note your response to prior comment 1. Please tell us whether your promoters are, are controlled
                                            by, or have 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.

The
Company wishes to advise the Staff that the Company’s promoters are not, and are not controlled by, and do not have substantial
ties with, a non-U.S. person.

Proposed
Business

Comparison
to Offerings of Blank Check Companies, page 70

 2. We
                                            note the removal of the statement that you “will have net tangible assets in excess
                                            of $5,000,000 upon the successful consummation of this offering and will file a Current Report
                                            on Form 8-K, including an audited balance sheet demonstrating this fact.” The company
                                            must provide audited financial statements reflecting net tangible assets in excess of $5,000,000
                                            or revise its offering to comply with Rule 419 of the Securities Act of 1933. Please revise
                                            the prospectus to comply with Rule 419 and include pertinent risk factor disclosure, or advise.

GRAUBARD
MILLER

Securities
and Exchange Commission

January
23, 2024

Page
2

We
have revised the disclosure on pages 39 and 72 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

    cc.
    Gregory
    Monahan