SecProbe.io

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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
</TEXT>
</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

CORRESP
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January 31, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

 Re: Legato Merger Corp. III

Registration Statement on Form S-1

File No. 333-275930

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
BTIG, LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of
the above-captioned Registration Statement be accelerated so as to permit it to become effective on Monday, February 5, 2024 at 4:00 p.m.,
Eastern time, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through January 31, 2024, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus
dated January 29, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

    BTIG, LLC

    By:
    /s/ Paul Wood

    Name:
    Paul Wood

    Title:
    Managing Director, Co-Head of SPAC Investment Banking

CORRESP
1
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Legato Merger Corp. III

777 Third Avenue, 37th Floor

New York, NY 10017

January
31, 2024

VIA EDGAR

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Legato Merger Corp. III

    Registration Statement on Form S-1

    File No. 333-275930

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Legato Merger Corp. III hereby requests that the effectiveness of the
above-referenced Registration Statement be accelerated so that such Registration Statement will become effective at 4:00 p.m.,
Eastern Time, on Monday, February 5, 2024 or as soon thereafter as practicable.

    Sincerely,

    LEGATO MERGER CORP. III

    /s/ Gregory Monahan

    Gregory Monahan

    Chief Executive Officer

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

United States securities and exchange commission logo
January 22, 2024
Gregory Monahan
Chief Executive Officer
Legato Merger Corp. III
777 Third Ave., 37th Floor
New York, NY 10017
Re:Legato Merger Corp. III
Amendment No. 1 to Registration Statement on Form S-1
Filed January 5, 2024
File No. 333-275930
Dear Gregory Monahan:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 2, 2024 letter.
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.
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

 FirstName LastNameGregory Monahan
 Comapany NameLegato Merger Corp. III
 January 22, 2024 Page 2
 FirstName LastName
Gregory Monahan
Legato Merger Corp. III
January 22, 2024
Page 2
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.
            Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Isabel Rivera at 202-551-3518 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeffrey M. Gallant, Esq.

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
5, 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

    Registration
                                            Statement on Form S-1

File
December 7, 2023

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 2, 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.
1 to the Registration Statement.

Registration
Statement on Form S-1 filed December 7, 2023

General

 1. Please
                                            clearly disclose the identity of your sponsor. We note references to Eric Rosenfeld as an
                                            officer of the Sponsor in your financial statements, but are unable to find the specific
                                            entity disclosed. In addition, please tell us whether your sponsor is, is controlled by,
                                            or has 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.

We
wish to advise the Staff that the Company does not have a “sponsor.” The reference to sponsor in the financial statements
included in the Registration Statement was an error – the disclosure in the Registration Statement has been revised to remove the
reference to a “sponsor” and indicate that Mr. Rosenfeld is an officer of the Company.

 GRAUBARD
                                            MILLER

Securities
and Exchange Commission

January 5,
2024

Page 2

Summary

Effecting
a Business Combination, page 4

 2. Please
                                            revise your disclosure to state how you will advise shareholders of a potential business
                                            combination whether or not you seek shareholder approval of your initial business combination.

We
have revised the disclosure on page 4 and elsewhere in the Registration Statement as requested.

Risk
Factors

Our
initial shareholders will control a substantial interest in us..., page 21

 3. We
                                            note that in connection with any vote for a proposed business combination, your initial shareholders,
                                            as well as all of your officers and directors, have agreed to vote the ordinary shares owned
                                            by them immediately before this offering as well as “any ordinary shares acquired in
                                            this offering or in the aftermarket in favor of such proposed business combination.”
                                            Please explain how such purchases would comply with the requirements of Rule 14e-5 under
                                            the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure Interpretation
                                            166.01 for guidance.

We
have revised the disclosure on page 21 of the Registration Statement to indicate that the voting of any purchased securities would only
be in accordance with applicable securities laws and have further revised the disclosure on page 65 of the Registration Statement to
indicate how any purchases would be made in compliance with Compliance and Disclosure Interpretation 166.01.

We
may issue our shares to investors..., page 35

 4. We
                                            note your disclosure that potential PIPE transactions are meant to enable you to provide
                                            sufficient liquidity to the post-business combination entity. Clearly disclose their impact
                                            to you and public shareholders, including that the arrangements result in costs particular
                                            to the de-SPAC process that would not be anticipated in a traditional initial public offering.

We
have revised the disclosure on page 35 of the Registration Statement as requested.

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

GRAUBARD
                                            MILLER

Securities
and Exchange Commission

January 5,
2024

Page 3

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

United States securities and exchange commission logo
January 2, 2024
Gregory Monahan
Chief Executive Officer
Legato Merger Corp. III
777 Third Ave., 37th Floor
New York, NY 10017
Re:Legato Merger Corp. III
Registration Statement on Form S-1
Filed December 7, 2023
File No. 333-275930
Dear Gregory Monahan:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed December 7, 2023
General
1.Please clearly disclose the identity of your sponsor. We note references to Eric Rosenfeld
as an officer of the Sponsor in your financial statements, but are unable to find the specific
entity disclosed. In addition, please tell us whether your sponsor is, is controlled by, or has
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.
Summary
Effecting a Business Combination, page 4
2.Please revise your disclosure to state how you will advise shareholders of a potential
business combination whether or not you seek shareholder approval of your initial
business combination.

 FirstName LastNameGregory Monahan
 Comapany NameLegato Merger Corp. III
 January 2, 2024 Page 2
 FirstName LastName
Gregory Monahan
Legato Merger Corp. III
January 2, 2024
Page 2
Risk Factors
Our initial shareholders will control a substantial interest in us..., page 21
3.We note that in connection with any vote for a proposed business combination, your initial
shareholders, as well as all of your officers and directors, have agreed to vote the ordinary
shares owned by them immediately before this offering as well as "any ordinary shares
acquired in this offering or in the aftermarket in favor of such proposed business
combination." Please explain how such purchases would comply with the requirements of
Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules
Compliance and Disclosure Interpretation 166.01 for guidance.
We may issue our shares to investors..., page 35
4.We note your disclosure that potential PIPE transactions are meant to enable you to
provide sufficient liquidity to the post-business combination entity. Clearly disclose their
impact to you and public shareholders, including that the arrangements result in costs
particular to the de-SPAC process that would not be anticipated in a traditional initial
public offering.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Isabel Rivera at 202-551-3518 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeffrey M. Gallant, Esq.