Item 1.01. Entry into a Material Definitive Agreement.

On January 19, 2021, the Registration Statement on Form S-1 (SEC File No. 333-248997) (the "Registration Statement") relating to the initial public offering of units of Legato Merger Corp. (the "Company") was declared effective by the Securities and Exchange Commission ("SEC").

On January 19, 2021, the Company entered into various agreements filed as exhibits to the Registration Statement. The material terms of such agreements are fully described in the Company's final prospectus, dated January 19, 2021 as filed with the SEC on January 21, 2021. This Current Report on Form 8-K is being filed solely to file such executed agreements.

A copy of the press release issued by the Company announcing the pricing of the IPO is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 19, 2021, the Company filed its Amended and Restated Certificate of Incorporation in the State of Delaware. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 9.01. Financial Statement and Exhibits.





  (d) Exhibits:




Exhibit   Description

1.1         Underwriting Agreement between Legato Merger Corp. and EarlyBirdCapital,
          Inc., as representative of the underwriters.
1.2         Business Combination Marketing Agreement between Legato Merger Corp. and
          EarlyBirdCapital, Inc.
3.1         Amended and Restated Certificate of Incorporation.
4.1         Warrant Agreement between Legato Merger Corp. and Continental Stock
          Transfer & Trust Company.
10.1        Investment Management Trust Agreement between Legato Merger Corp. and
          Continental Stock Transfer & Trust Company.
10.2        Registration Rights Agreement between Legato Merger Corp. and certain
          security holders.
10.3        Stock Escrow Agreement between Legato Merger Corp., certain security
          holders, and Continental Stock Transfer & Trust Company.
10.4        Administrative Services Agreement between Legato Merger Corp. and
          Crescendo Advisors II, LLC.
10.5        Form of Indemnification Agreement.
99.1        Press Release.




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