S-1MEF 1 legatomerger2_s1mef.htm S-1MEF

 

As filed with the U.S. Securities and Exchange Commission on November 22, 2021

Registration No. 333-             

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

LEGATO MERGER CORP. II

(Exact name of registrant as specified in its charter)

 

Delaware   6770   87-1783910
(State or other jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)   Classification Code Number)   Identification Number)

 

777 Third Avenue, 37th Floor

New York, New York 10017

(212) 319-7676

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Gregory Monahan, Chief Executive Officer

777 Third Avenue, 37th Floor

New York, New York 10017

(212) 319-7676

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

David Alan Miller, Esq.   Mitchell S. Nussbaum Esq.
Jeffrey M. Gallant, Esq.   David J. Levine, Esq.
Graubard Miller   Loeb & Loeb LLP
The Chrysler Building   345 Park Avenue
405 Lexington Avenue   New York, New York 10154
New York, New York 10174    
Telephone: (212) 818-8800    

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.  

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐ 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒   333-260816 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐ 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  

Large accelerated filer ☐  Accelerated filer ☐ 
Non-accelerated filer Smaller reporting company
    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 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each Class of Security being registered 

Amount being

Registered

  Proposed
Maximum
Offering Price
Per
Security(1)
   Proposed
Maximum
Aggregate
Offering
Price(1)
  

Amount of

Registration
Fee

 
Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one Redeemable Warrant(2)  4,600,000 Units  $10.00   $46,000,000   $4,264.20 
Shares of common stock included as part of the Units(3)  4,600,000 Shares           (4)
Redeemable Warrants included as part of the Units(3)  2,300,000 Warrants           (4)
Shares underlying Redeemable Warrants included as part of the Units(3)  2,300,000 Shares  $11.50   $26,450,000    2,451.92 
Total          $72,450,000   $6,716.12 

 

 

(1) Estimated solely for the purpose of calculating the registration fee.

 

(2) Includes 600,000 Units, 600,000 shares of common stock and 300,000 Redeemable Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the underwriters.

 

(3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations or similar transactions.

 

(4) No fee pursuant to Rule 457(g).

 

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

 

 

 

 

 

Explanatory Note

 

This Registration Statement on Form S-1 is being filed by Legato Merger Corp. II, a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-260816) (the “Prior Registration Statement”), initially filed by the Registrant on November 5, 2021 and declared effective by the Securities and Exchange Commission on November 22, 2021.

 

This Registration Statement covers the registration of an additional 4,600,000 of the Registrant’s units, each consisting of one share of the Registrant’s common stock, $0.0001 par value per share (“Common Stock”), and one-half of one redeemable warrant (“Warrant(s)”), including 600,000 units that may be purchased by the underwriters to cover over-allotments, if any. Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment.

 

The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

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CERTIFICATION

 

The Registrant hereby certifies to the Securities and Exchange Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of November 23, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than November 23, 2021.

 

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS 

 

Item 16. Exhibits and Financial Statement Schedules. 

 

(a) All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (File No. 333-260816) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit No.   Description
     
5.1   Opinion of Graubard Miller.
     
23.1   Consent of WithumSmith+Brown, PC.
     
23.2   Consent of Graubard Miller (included in Exhibit 5.1).
     
24   Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement on Form S-1 (File No. 333-260816) filed on November 5, 2021).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 22nd day of November, 2021.

 

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

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name   Position   Date
         
/s/ Gregoary Monahan   Chief Executive Officer   November 22, 2021
Gregory Monahan   (Principal Executive Officer) and Director    
         
/s/ Adam Jaffe   Chief Financial Officer   November 22, 2021
Adam Jaffe   (Principal Financial and Accounting Officer)    
         
/s/ Brian Pratt   Chairman of the Board   November 22, 2021
Brian Pratt        
         
/s/ David Sgro   Vice Chairman of the Board   November 22, 2021
David Sgro        
         
/s/ Adam Semler   Director   November 22, 2021
Adam Semler        
         
/s/ Ryan Hummer   Director   November 22, 2021
Ryan Hummer        
         
/s/ John Ing   Director   November 22, 2021
John Ing        
         
/s/ Craig Martin   Director   November 22, 2021
Craig Martin        
         
/s/ D. Blair Baker   Director   November 22, 2021
D. Blair Baker        

 

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