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                                                          April 28, 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 Fiscal Year ended November 30, 2025
           Filed February 10, 2026
           File No. 001-41945
Dear Gregory Monahan:

       We have completed our review of your filing. 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.

                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Energy &
Transportation
cc:   Jeffrey Gallant
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</DOCUMENT>

CORRESP
 1
 filename1.htm
 
 
 
 
 
 

 

 Graubard
Miller 

 

 The Chrysler Building 

 405 Lexington Avenue 

 n ew y ork , N.Y. 10174-4499 

 

 
 
 facsimile 
 direct dial number 
 
 (212) 818-8881 
 
 (212) 818-8638 
 
 
 email address jgallant@graubard.com 
 

 

 
 April
13, 2026 
 

 

 Securities and Exchange Commission 

 Division of Corporation Finance 

 Office of Energy & Transportation 

 100 F Street, N.E. 

 Washington, D.C. 20549 

 

 
 
 
 Re: 
 Legato Merger Corp. III 
 

 Form 10-K for the Year Ended November 30, 2025 

 Filed February 10, 2026 

 
 File
 No. 001-41945 
 
 

 

 Ladies and Gentlemen: 

 

 On behalf of Legato Merger Corp. III (the "Company"), we respond as follows to the Staff's comment letter, dated April 10, 2025, relating to the above-captioned Annual Report on Form 10-K ("Form 10-K"). 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. 

 

 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 and 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. 
 

 

 
 
 
 
 We have revised the disclosure in the Form 10-K as requested and included currently dated certifications with such filing. 
 

 

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

 

 
 
 
 

 

 Securities and Exchange Commission 

 April 13, 2026 

 Page 2 

 

 

 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

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