LEGATO MERGER CORP. : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

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.

On the Closing Date, Legato, Algoma, Continental Stock Transfer & Trust Company, a New York limited purpose trust company ("Continental"), and TSX Trust Company, a company existing under the laws of Canada, entered into that certain Amendment Agreement ("Amended Warrant Agreement"). The Amended Warrant Agreement amends that certain Warrant Agreement, dated as of January 19, 2021, by and between Legato and Continental (the "Existing Warrant Agreement"), to provide for, among other things, the assignment by Legato of all its rights, title and interest in the warrants of Legato to Algoma. Pursuant to the Amended Warrant Agreement, all Legato warrants under the Existing Warrant Agreement will no longer be exercisable for shares of Legato's common stock, but instead will be exercisable for Common Shares.

The foregoing description of the Amended Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Amended Warrant Agreement which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

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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, the following material agreements of Legato terminated in accordance with their terms: (i) that certain Investment Management Trust Agreement, dated as of January 19, 2021, between Legato and Continental, pursuant to which Continental invested the proceeds of Legato's initial public offering in a trust account and facilitated the SPAC Redemptions; (ii) that certain Administrative Services Agreement, dated as of January 19, 2021, between Legato and Crescendo Advisors II, LLC, pursuant to which an affiliate of certain officers and directors of Legato provided office space, utilities, and secretarial and administrative support to Legato for a fee of $15,000 per month; and (iii) that certain Business Combination Marketing Agreement between Legato Merger Corp. and EarlyBirdCapital, Inc., which provided for EarlyBirdCapital, Inc., to provide Legato with certain advisory services in connection with the Merger.

Also on the Closing Date, in connection with the consummation with the Merger, the Registration Rights Agreement, dated as of January 19, 2021, between Legato and those persons listed as an "Investor" on the signature pages thereto (the "Registration Rights Agreement"), was terminated by a signed agreement entered into by the parties to the Registration Rights Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

          Standard; Transfer of Listing.

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

In connection with the consummation of the Merger, on the Closing Date, Legato and Algoma notified The Nasdaq Stock Market ("Nasdaq") that the certificate of merger relating to the Merger had been filed with the Secretary of State of the State of Delaware and that Legato's outstanding securities had been converted into Common Shares and Algoma Warrants, as described in the Introductory Note above. Legato and Algoma jointly requested that Nasdaq delist Legato's units, common stock, and warrants on October 19, 2021, and as a result, trading of Legato's units, common stock, and warrants on Nasdaq was suspended at 4:00 p.m. on October 19, 2021. On October 19, 2021, Nasdaq filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting Legato's securities from Nasdaq and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended. Following the consummation of the Merger, the Common Shares and Algoma Warrants began trading on Nasdaq under the symbols "ASTL" and "ASTLW," respectively, and on the Toronto Stock Exchange under the symbols "ASTL" and "ASTL.WT," respectively.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger, a change in control of Legato occurred. Following the consummation of the Merger, Legato became a wholly-owned subsidiary of Algoma, subsequent to which, also on the Closing Date, Legato was dissolved and its assets and liabilities were distributed to Algoma.

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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 Date, each of Legato's officers and directors resigned as a member of Legato's board of directors and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between Legato and the officers and directors on any matter relating to Legato's operations, policies or practices. Three former officers and directors of Legato (Eric S. Rosenfeld, David Sgro, and Brian Pratt) have become directors of Algoma as of the Closing Date.

Item 8.01. Other Events.

Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release jointly issued by the parties announcing the consummation of the Merger.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:



Exhibit   Description

4.1         Amendment Agreement, dated as of October 19, 2021, among Legato Merger
          Corp., Algoma Steel Group Inc., Continental Stock Transfer & Trust
          Company, and TSX Trust Company.

99.1        Press Release.

104       Cover Page Interactive Data File (embedded within the inline XBRL
          document)




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