Item 1.01 Entry into a Material Definitive Agreement

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Amended and Restated Registration Rights Agreement

In connection with the Business Combination, on the Closing Date, that certain Registration Rights Agreement, dated November 22, 2021, was amended and restated and the Company, certain Southland Members, the Company's stockholders prior to its initial public offering (the "Initial Stockholders"), including each of Legato II's officers and directors, and EarlyBirdCapital, Inc. ("EBC") entered into the Amended and Restated Registration Rights Agreement (the "Amended and Restated Registration Rights Agreement"). Pursuant to the Amended and Restated Registration Rights Agreement, among other things, the Company will, within 45 days after the Closing Date, file a registration statement on Form S-1 to register for resale under the Securities Act the shares of Common Stock issued or issuable in connection with the Merger, the shares of Common Stock held by the Initial Stockholders or issuable upon the exercise of the Company's warrants, each whole warrant to purchase one share of Common Stock for $11.50 per share (the "Warrants"), held by the Initial Stockholders (or their transferees) as of immediately after the Closing Date, and the shares of Common Stock and units issued to EBC (and its designees) in connection with the Company's initial public offering. The material terms of the Amended and Restated Registration Rights Agreement are described in the definitive proxy statement/prospectus for the Business Combination, filed by Legato II on February 1, 2023 (the "Proxy Statement/Prospectus") in the section entitled "Proposal No. 1 - The Business Combination Proposal - The Merger Agreement - Related Agreements".

The foregoing description of the Registration Rights Agreement is qualified in its entirety by the full text of the Amended and Restated Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.5 and incorporated herein by reference.





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Incentive Plan

On May 24, 2022, Legato II's board of directors approved the Company 2022 Equity Incentive Plan (the "Incentive Plan"). On February 14, 2023, the Company's stockholders approved the Incentive Plan at the Company's annual meeting of . . .

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, in connection with the consummation of the Merger, that certain Administrative Services Agreement, dated as of November 22, 2021, between Legato II and Crescendo Advisors II, LLC, an affiliate of certain officers and directors of Legato II, pursuant to which such entity provided office space, utilities, and secretarial and administrative support to Legato II for a fee of $15,000 per month, terminated in accordance with its terms.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

The Business Combination was approved by Legato II's stockholders at the Meeting on February 14, 2023. In connection with the Meeting, holders of 25,296,280 shares of Common Stock exercised their redemption rights and such shares were redeemed at a per share price of approximately $10.30.

In connection with the consummation of the Business Combination, each outstanding share of Legato II Common Stock and each outstanding warrant of Legato II continued in existence as shares of Common Stock and warrants of the Company ("Warrants").

As of the Closing Date and following the completion of the Business Combination and the SPAC Redemptions, the Company had the following outstanding registered securities:

? 44,407,831 shares of Common Stock; and

? 14,385,500 Warrants, including 13,800,000 Warrants contained in the units sold

in Legato II's initial public offering (such Warrants the "Public Warrants",

such units the "Public Units") and 585,500 Warrants contained in the units sold

in the private placement consummated concurrently and in connection with the

initial public offering (such Warrants the "Private Placement Warrants", such

units the "Private Placement Units" and collectively with the Public Units the

"Units"), each exercisable for one share of Common Stock exercisable at a price


   of $11.50 per share.




                              FORM 10 INFORMATION

Prior to the Closing, Legato II was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with no operations, formed as a vehicle to effect a business combination with one or more businesses or entities. After the Closing, the Company became a holding company with Southland as its wholly-owned subsidiary and whose only assets consist of equity interests in Southland.

Cautionary Note Regarding Forward-Looking Statements

This document and the information incorporated by reference herein include "forward-looking statements" within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding the Company's future financial performance, as well as the Company's strategy, future operations, . . .

Item 3.02 Unregistered Sales of Equity Securities.

The description of the issuances pursuant to the Merger Agreement and the transactions contemplated thereby, as set forth in Item 2.01 of this Current Report on Form 8-K, is incorporated herein by reference.

Information regarding unregistered sales of securities is set forth in Part II, Item 2 of Legato II's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022.

Item 3.03 Material Modification to Rights of Security Holders.

On the Closing Date, the Company filed the Second A&R Charter with the Secretary of State of the State of Delaware. The material terms of the Second A&R Charter and the general effect upon the rights of holders of the Company's capital stock are described in the sections of the Proxy Statement/Prospectus entitled "Proposal Nos. 2-The Charter Proposals" beginning on page 104 of the Proxy Statement/Prospectus, which information is incorporated herein by reference. A copy of the Second A&R Charter is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, upon the Closing, pursuant to the terms of the Merger Agreement, the Company adopted the Amended and Restated Bylaws (the "Bylaws"). A copy of the Bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note of this Current Report on Form 8-K and in the section entitled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.





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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.

In accordance with the terms of the Merger Agreement, and effective as of the Closing, each of Legato II's officers and directors resigned as a member of Legato II's board of directors and/or from each officer position previously held, as applicable, except that Gregory Monahan and Brian Pratt, two former directors of Legato II, became directors of the Company as of the Closing. These resignations were not a result of any disagreement between Legato II and the officers and directors on any matter relating to Legato II's operations, policies or practices.





Incentive Plan

The information set forth under the heading "Incentive Plan" in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Directors and Executive Officers

The information regarding the Company's directors and executive officers set forth under the headings "Directors and Executive Officers" and "Executive Compensation" in Item 2.01 of this Current Report on Form 8-K, as well as the information set forth under the headings "Executive Employment Agreements" and "Merger Consideration Notes" in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.06 Change in Shell Company Status

As a result of the Business Combination, which fulfilled the definition of a business combination as required by the Prior Charter, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. The material terms of the Business Combination are described in the Proxy Statement/Prospectus in the section entitled "Proposal No.1-The Business Combination Proposal-The Merger Agreement" beginning on page 67 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

On February 14, 2023, Legato II held the Meeting by means of live audio webcast, which was called to approve the proposals relating to the entry into and consummation of the transactions contemplated by the Merger Agreement. An aggregate of 24,736,053 shares of Common Stock, which represented a quorum of the outstanding common stock entitled to vote on the record date of January 24, 2023, were represented at the Meeting in person (which includes presence at the virtual meeting) or by proxy.

Legato II's stockholders voted on the following proposals at the Meeting, each of which was approved and each of which is described in greater detail in the Proxy Statement/Prospectus:

The Business Combination Proposal - To approve and adopt the Merger Agreement, and the Transactions, including the Merger and the issuance of shares of Common Stock to the Southland Members in the Merger. The following is a tabulation of the votes with respect to this proposal, which was approved by Legato II's stockholders:





    For            Against        Abstain      Broker Non-Votes
  24,519,067       3,216,386         600                   0




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The Charter Proposals - To approve amendments to the Prior Charter, to:

a. increase the number of authorized shares of Common Stock from 50 million shares to 500 million shares and increase the number of authorized shares of Preferred Stock from one million shares to 50 million shares. The following is a tabulation of the votes with respect to this proposal, which was approved by Legato II's stockholders:





    For            Against        Abstain      Broker Non-Votes
  21,519,667       3,216,386           0                   0

b. change Legato II's name from "Legato Merger Corp. II" to "Southland Holdings, Inc." The following is a tabulation of the votes with respect to this proposal, which was approved by Legato II's stockholders:





    For            Against        Abstain      Broker Non-Votes
  21,519,667       3,216,386           0                   0

c. remove the various provisions applicable only to special purpose acquisition companies that will no longer be applicable to Legato II after the consummation of the Transactions, including the elimination of Article VI. The following is a tabulation of the votes with respect to this proposal, which was approved by Legato II's stockholders:





    For           Against       Abstain      Broker Non-Votes
  24,062,051           2         674,000                 0




The Director Election Proposal - To elect seven directors to the board of
directors of the Company serve following the consummation of the Transactions.
The following is a tabulation of the votes with respect to each director elected
at the Meeting:



Director                        For           Withheld        Broker Non-Vote
Mario Ramirez                 19,609,870       2,542,386             2,583,797
Michael "Kyle" Burtnett       19,609,870       2,542,386             2,583,797
Brian Pratt                   22,152,256               0             2,583,797
Izilda "Izzy" Martins         19,609,870       2,542,386             2,583,797
Frankie "Frank" S. Renda      19,609,870       2,542,386             2,583,797
Walter Timothy "Tim" Winn     19,609,870       2,542,386             2,583,797
Gregory Monahan               22,152,256               0             2,583,797

The NASDAQ Proposal - To approve (a) the issuance of Legato II Common Stock in the Merger in an amount greater than 20% of the number of shares of Legato II Common Stock outstanding before such issuances and (b) the issuance of Legato II Common Stock resulting in a change of control of Legato II, as such approval is required by the rules of the Nasdaq Stock Market. The following is a tabulation of the votes with respect to this proposal, which was approved by Legato II's stockholders:





    For            Against        Abstain      Broker Non-Votes
  21,519,065       3,216,388         600                   0

The Incentive Plan Proposal - To approve the Incentive Plan. The following is a tabulation of the votes with respect to this proposal, which was approved by Legato II's stockholders:





    For            Against        Abstain      Broker Non-Votes
  21,519,665       3,216,338           0                   0

Because each of the foregoing proposals were approved and because Legato II and Southland did not anticipate requiring additional time to complete the Merger, the proposal to adjourn the Meeting to a later date or dates was not presented at the Meeting.





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Item 8.01 Other Events

Any stockholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 for inclusion in the Company's proxy materials for the 2024 Annual Meeting must be received by our corporate secretary at our principal executive offices no later than the close of business on October 4, 2023.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The following historical financial statements of Legato II and the related notes beginning on page F-2 of the Proxy Statement/Prospectus are incorporated herein by reference: (i) unaudited financial statements as of September 30, 2022 and for the three and nine month periods then ended and (ii) audited financial statements as of December 31, 2021 and for the period from July 14, 2021 (inception) through December 31, 2021.

The following historical financial statements of Southland and the related notes beginning on page F-38 of the Proxy Statement/Prospectus are incorporated herein by reference: (i) audited consolidated statements of operations, income equity and cash flows respectively for the years ended December 31, 2021, 2020 and 2019, (ii) audited consolidated balance sheets data as of December 31, 2021 and 2020, (iii) unaudited consolidated statements of operations, income equity and cash flows respectively for the three and nine months ended September 30, 2022, and (iv) unaudited consolidated balance sheet data as of September 30, 2022.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined balance sheet as of September 30, 2022 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021, and the nine months ended September 30, 2022, is set forth in Exhibit 99.1 hereto and is incorporated by reference herein.





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(d) Exhibits

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