0001883814 false --12-31 0001883814 2022-03-17 2022-03-17 0001883814 lgtou:UnitsEachConsistingOfOneShareOfCommonStockAndOnehalfOfOneRedeemableWarrantMember 2022-03-17 2022-03-17 0001883814 lgtou:CommonStockParValue0.0001PerShareMember 2022-03-17 2022-03-17 0001883814 lgtou:RedeemableWarrantsExercisableForCommonStockAtExercisePriceOf11.50PerShareMember 2022-03-17 2022-03-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 17, 2022

 

LEGATO MERGER CORP. II

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-41090   85-1783294
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

777 Third Avenue, 37th Floor

New York, NY 10017

(Address of Principal Executive Offices) (Zip Code)

 

(212) 319-7676

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Securities registered pursuant to section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one share of common stock and one-half of one redeemable warrant   LGTOU   The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share   LGTO   The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share   LTGOW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

 

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

 

On March 17, 2022, the Board of Directors of Legato Merger Corp. II (the “Company”) approved an amendment to the Company’s Bylaws to correct an error contained therein. The originally adopted Bylaws mistakenly indicated that stockholders could not take action by written consent, while it was always the intent to provide that stockholders were permitted to take such action (as evidenced by the fact that the Company’s certificate of incorporation did not contain any prohibition on stockholders being permitted to take such action as would have been required by the Delaware General Corporation Law). Accordingly, the amendment replaced the incorrect provision so that it correctly stated that stockholders were permitted to take action by written consent. No other changes were made to the Bylaws. The foregoing summary of the amendment to the Bylaws is qualified in its entirety by the full text of the Bylaws, the amended and restated form of which is attached hereto as Exhibit 3.1.

 

Item 9.01. Financial Statement and Exhibits.

 

  (d) Exhibits:

 

Exhibit   Description
3.1   Amended and Restated Bylaws.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 18, 2022

 

  LEGATO MERGER CORP. II
       
  By: /s/ Gregory Monahan
    Name: Gregory Monahan
    Title: Chief Executive Officer

 

2