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                               November 23, 2022

       Gregory Monahan
       Chief Executive Officer
       LEGATO MERGER CORP. II
       777 Third Avenue, 37th Floor
       New York, New York 10017

                                                        Re: LEGATO MERGER CORP.
II
                                                            Amendment No. 1 to
Registration Statement on Form S-4/A
                                                            Filed October 27,
2022
                                                            File No. 333-267393

       Dear Gregory Monahan:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
October 11, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-4/A filed October
27, 2022

       General

   1.                                                   With a view toward
disclosure, please tell us whether anyone or any entity associated with
                                                        or otherwise involved
in the transaction, 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. For instance,
                                                        discuss the risk to
investors that you may not be able to complete an initial business
                                                        combination with a U.S.
target company should the transaction be subject to review by a
                                                        U.S. government entity,
such as the Committee on Foreign Investment in the United
                                                        States (CFIUS), or
ultimately prohibited. Further, disclose that the time necessary for
                                                        government review of
the transaction or a decision to prohibit the transaction could
 Gregory Monahan
FirstName LastNameGregory
LEGATO MERGER       CORP. IIMonahan
Comapany 23,
November  NameLEGATO
              2022        MERGER CORP. II
November
Page 2    23, 2022 Page 2
FirstName LastName
         prevent you from completing an initial business combination and
require you to liquidate.
         Disclose the consequences of liquidation to investors, such as the
losses of the investment
         opportunity in a target company, any price appreciation in the
combined company, and the
         warrants, which would expire worthless.
Legato II's Directors and Executive Officers Have Financial Interests in the
Business
Combination, page 14

2.       We note your response to comment 2. Please revise to include the
shares of common
         stock and warrants included as part of the private placement units.
Further, please revise
         to state, if true, that the Legato II Insiders will benefit from the
completion of a business
         combination and may be incentivized to complete an acquisition of a
less favorable target
         company or on terms less favorable to shareholders rather than
liquidate; and that the
         Legato II Insiders can earn a positive rate of return on their
investment, even if other
         Legato II shareholders experience a negative rate of return in the
combined company
         following the business combination.
Unaudited Pro Forma Condensed Combined Financial Statements, page 60

3.       We note your response to comment 10. Given that the earnout shares are
contingent on
         the projected achievement of the 2022 and 2023 Base Target amounts, it
does not appear
         that such shares should be included in the calculation of Pro Forma
EPS given that they
         are not shares that are issued or to be issued in order to consummate
the transaction.
         Please remove the contingent shares from your calculations. Refer to
Article 11-
         02(a)(9)(ii) of Regulation S-X.
4.       Notwithstanding our comment above, please expand your disclosures
related to the
         Earnout Shares to describe the arrangement(s), the basis for
determining the amount of
         payment(s) or receipt(s), and an estimate of the range of outcomes
(undiscounted) or, if a
         range cannot be estimated, that fact and the reasons why. See Rule
11-02(a)(11)(ii)(A) of
         Regulation S-X. Furthermore, please explain your proposed accounting
for such shares.
         In providing your response, please tell us how you considered the
guidance in ASC 718 or
         ASC 815-40 in arriving at your accounting determination.
5.       We note your response to comment 11. Given that the merger will be
accounted for as a
         reverse recapitalization with Southland as the accounting acquirer, it
appears to us that the
         estimated $0.4 million advisory expenses to be incurred by Legato are
transaction costs
         related to the merger that should be expensed as incurred and recorded
in the pro forma
         statement of operations as a non-recurring item. Such costs should
also be reflected as a
         reduction to retained earnings on your pro forma condensed combined
balance sheet. See
         Rule 11-02(a)(6)(i)(B) of Regulation S-X. Please revise your pro forma
disclosures
         accordingly.
Background of the Business Combination, page 77

6.       We note your response to comment 13. Please further expand your
background
 Gregory Monahan
FirstName LastNameGregory
LEGATO MERGER       CORP. IIMonahan
Comapany 23,
November  NameLEGATO
              2022        MERGER CORP. II
November
Page 3    23, 2022 Page 3
FirstName LastName
         discussion to provide more detailed disclosure regarding the
following:

                Please describe how the parties arrived at $50 million in cash
as a component of the
              merger consideration. In this regard, we note that while your
disclosure on page 79
              suggests that Southland expressed a preference for a cash
component in response to
              the original offer made by Legato II, no cash component was added
until the third
              iteration of the offer.
                Please explain how and why any material terms of the merger
agreement were
              revised over time. In this regard, we note references to several
drafts of the proposed
              merger agreement and revisions to the definition of adjusted
EBITDA and the
              minimum cash closing condition. However, you do not detail or
explain the
              importance of the merger agreement negotiations. We further note
that adjusted
              EBITDA is the basis for the merger earnout consideration.
                Please explain whether or how the claims report impacted the
negotiations. In this
              regard, we note your disclosure on page 80 that Messrs. Monahan,
Rosenfeld and
              Pratt considered a review of Southland's existing claims,
work-in-progress, backlog
              and receivables "to be critical in understanding the buiness and
potential assets and
              liabilities associated with these areas."
Discounted Cash Flow Analysis, page 90

7.       We note your response to comment 16. Please revise to disclose the
basis for the
         assumption of net debt of $2 million. In this regard, we note that it
is unclear how this
         amount was derived.
Interests of Certain Persons in the Proposed Transaction, page 98

8.       We note your response to comment 22. Please revise to include the
shares of common
         stock and warrants included as part of the private placement units.
Further, please revise
         to state, if true, that the Legato II Insiders will benefit from the
completion of a business
         combination and may be incentivized to complete an acquisition of a
less favorable target
         company or on terms less favorable to shareholders rather than
liquidate; and that the
         Legato II Insiders can earn a positive rate of return on their
investment, even if other
         Legato II shareholders experience a negative rate of return in the
combined company
         following the business combination.
Sources and Uses, page 99

9.       We note your response to comment 24. However, in the assuming maximum
redemptions
         scenario, the "Uses" table suggests that transaction expenses would be
zero. Please revise
         to clarify, as it appears that transaction expenses would be the same
regardless of the
         amount of redemptions.
Contractual Obligations, page 157

10.      We note your response to comment 39. Please further revise to include
tabular disclosure
 Gregory Monahan
FirstName LastNameGregory
LEGATO MERGER       CORP. IIMonahan
Comapany 23,
November  NameLEGATO
              2022        MERGER CORP. II
November
Page 4    23, 2022 Page 4
FirstName LastName
         of your debt obligations as of June 30, 2022, including interest on
long-term debt and
         long-term debt.
3. Business Combinations, page F-52

11.      We note your response to comment 43. Please further clarify the
following:

                How much was the original claim amount that was recognized as
of September 30,
              2020 that was included in the $95 million investment line item;
and
                Please further describe the subsequent accounting under ASC
606-10-31-14 and how
              such subsequent accounting for the claim resulted in your
Investments line item
              related to the TZC venture increasing to $105.1 million and
$106.4 million as of
              December 31, 2021 and June 30, 2022 respectively. Based on your
response it
              appears that the project was completed in 2020. Furthermore, we
note that for your
              equity method investments including TZC, you are employing the
equity method for
              balance sheets reporting and the proportional consolidation
method for statements of
              operations reporting. Given that it appears that American Bridge
recognized losses of
              $16K and $13K for the years ended December 31, 2020 and December
31, 2021
              respectively it is not clear how the overall claim amount changed
on your
              Investments line item. To the extent there exists a significant
underlying basis
              difference related to the claim amount that is impacting the
amounts between the
              periods please clarify.
7. Remaining Unsatisfied Performance, page F-88

12.      We note your response to comment 46. Please also expand your
disclosures to provide
         similar information for the interim period ended June 30, 2022. See
ASC 270-10-50-1A.
8. Cost of Estimated Earnings on Uncompleted Contracts, page F-88

13.      We note your response to comment 44. Please also expand your
disclosures to provide
         similar information for the interim period ended June 30, 2022. See
ASC 270-10-50-1A.
Exhibits

14.      We note your response to comment 47 and your revisions to pages 80 and
81. Please
         further revise pages 80 and 81 to identify Hill International as the
claims consultant. We
         believe the identity of Hill International is material to
stockholders' assessment of the
         recommendation of Legato II's board of directors that stockholders
vote in favor of the
         business combination proposal. We specifically note that Messrs. Sgro,
Martin, and
         Rosenfeld, all of whom were directors or executive officers of Legato
II at the time its
         board approved the business combination, serve or have served as
members of Hill
         International's board of directors. Finally, we note that your
description of the analysis
         has changed from the prior description as "in-depth claims assessment"
and "an updated
         final version of the claims report was provided to Legato II's
management...."
 Gregory Monahan
LEGATO MERGER CORP. II
November 23, 2022
Page 5

        You may 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 Benjamin Holt at 202-551-6614 or David Link at
202-551-3356 with any
other questions.



                                                        Sincerely,
FirstName LastNameGregory Monahan
                                                        Division of Corporation
Finance
Comapany NameLEGATO MERGER CORP. II
                                                        Office of Real Estate &
Construction
November 23, 2022 Page 5
cc:       Jeffrey M. Gallant
FirstName LastName