Item 1.01 Entry into a Material Definitive Agreement.

On May 24, 2021, Legato Merger Corp., a Delaware corporation ("Legato"), 1295908 B.C. Ltd., a British Columbia corporation ("Algoma") and Algoma Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Algoma ("Merger Sub"), entered into an Agreement and Plan of Merger ("Merger Agreement"). Pursuant to the Merger Agreement, Merger Sub will merge with and into Legato, with Legato surviving the merger ("Merger"). As a result of the Merger, Legato will become a wholly-owned subsidiary of Algoma, with the stockholders of Legato becoming shareholders of Algoma.

Algoma is the parent holding company of Algoma Steel Inc., a Canadian fully integrated steel producer of hot and cold rolled steel products, including sheet and plate, whose product applications are used in the automotive, construction, energy, defense, and manufacturing sectors.

Concurrently with the execution of the Merger Agreement, Algoma and Legato entered into subscription agreements ("Subscription Agreements") with investors for an aggregate investment in the combined company of $100,000,000 ("PIPE"), contingent upon the consummation of the Merger, as described in more detail below.

The Merger and the other transactions contemplated by the Merger Agreement ("Transactions") are expected to be consummated in the third quarter of 2021, following receipt of the required approval by Legato's stockholders and the fulfilment of certain other conditions set forth in the Merger Agreement (the "Closing") and described herein.

The parties have ascribed a post-Closing enterprise value of $1.7 billion, including contingent consideration, to the combined company. Immediately following the Closing and assuming all contingent consideration is paid, Algoma's current shareholders will own approximately 74% of Algoma's outstanding common shares, no par value ("Algoma Common Shares"), Legato's current shareholders will own approximately 19% of the outstanding Algoma Common Shares, and the investors in the PIPE will own approximately 7% of the outstanding Algoma Common Shares, assuming no holders of shares of common stock of Legato, par value $0.0001 per share ("Legato Common Stock"), which Legato initially issued in its initial public offering, exercise their rights to convert such shares into a pro rata portion of Legato's trust account.

The following summary of the Merger Agreement is qualified in its entirety by reference to the text of the Merger Agreement, which is attached as an exhibit hereto and is incorporated herein by reference.





Merger Agreement



Closing Consideration

Pursuant to the Merger Agreement, (i) immediately prior to the effective time of the Merger ("Effective Time"), Algoma will effectuate a stock split ("Stock Split"), such that each outstanding Algoma Common Share will become such number of Algoma Common Shares, each valued at $10.00 per share, as determined by the conversion factor set forth in the Merger Agreement; (ii) immediately prior to the Effective Time, each outstanding long-term incentive plan award that has vested and that is held by a shareholder of Algoma who has executed an exchange agreement and joinder to the Lockup Agreement (defined below) will be exchanged for the right to receive a number of Algoma Common Shares as determined by reference to the conversion factor; (iii) each outstanding share of Legato Common Stock (other than shares of Legato Common Stock held in Legato's treasury or owned by Algoma or Merger Sub or any other wholly-owned subsidiary of Algoma) will be exchanged for one Algoma Common Share; and (iv) each outstanding warrant of Legato to purchase one share of Legato Common Stock will become a warrant to purchase one Algoma Common Share ("Algoma Warrants").





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Earnout

Pursuant to the Merger Agreement, the holders of Algoma Common Shares prior to the Merger (including the holders of Algoma Common Shares issued upon exchange of long-term incentive plan awards pursuant to the Merger Agreement) (collectively, the "Algoma Shareholders") will have the contingent right to receive their pro rata portion of additional earnout consideration if certain earnout targets based on Adjusted EBITDA and the trading price of the Algoma Common Shares are met, as described in more detail below. The Merger Agreement defines "Adjusted EBITDA" as consolidated net income (loss) of Algoma Steel Inc. for the twelve-month period ending December 31, 2021 before amortization of property, plant, equipment and amortization of assets, finance costs, interest on pension and other post-employment benefit obligations, income taxes, reorganization costs, finance income, inventory write-downs, carbon tax, certain exceptional items, tariff expense, non-cash adjustments and write-downs, loss (gain) on commodity hedging, loss (gain) on foreign exchange and loss (gain) associated with the Algoma Warrants.

The Algoma Shareholders may earn the following aggregate number of Algoma Common Shares upon the satisfaction of the following earnout targets (each, an "Earnout Event"):

(i) 15,000,000 Algoma Common Shares if Adjusted EBITDA (as calculated by Algoma's management and accepted by its board of directors, including a majority of disinterested directors), is equal to or greater than $674,000,000 (the "First Earnout Event"). Additionally, Algoma Shareholders will have the opportunity to earn up to an additional 22,500,000 Algoma Common Shares in connection with the First Earnout Event if Adjusted EBITDA exceeds $674,000,000, as follows: (x) a percentage (not to exceed 100.0%) of 7,500,000 additional Algoma Common Shares based on the linear interpolation between Adjusted EBITDA of $674,000,000 and $750,000,000 (the "Second EBITDA Issuance"); (y) a percentage (not to exceed 100.0%) of 7,500,000 additional Algoma Common Shares based on the linear interpolation between Adjusted EBITDA of $750,000,000 and $825,000,000 (the "Third EBITDA Issuance"); and (z) a percentage (not to exceed 100.0%) of 7,500,000 additional Algoma Common Shares based on the linear interpolation between Adjusted EBITDA of $825,000,000 and $900,000,000 (the "Fourth EBITDA Issuance").

(ii) 7,500,000 Algoma Common Shares, less the number of shares issued in connection with the Second EBITDA Issuance, if the volume weighted average price ("VWAP") of Algoma Common Shares on The Nasdaq Capital Market ("Nasdaq") or other primary stock exchange exceeds $12.00 per share (as adjusted appropriately in light of any stock dividend, share capitalization, reclassification, recapitalization, split, combination, consolidation or exchange of shares, or any similar event related thereto) for 20 consecutive trading dates at any time between the Closing and the five-year anniversary of the Closing (the "Second Earnout Event").

(iii) 7,500,000 Algoma Common Shares, less the number of shares issued in connection with the Third EBITDA Issuance, if the VWAP exceeds $15.00 per share (as adjusted appropriately in light of any stock dividend, share capitalization, reclassification, recapitalization, split, combination, consolidation or exchange of shares, or any similar event related thereto) for 20 consecutive . . .

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 relating to the Subscription Agreements is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.





Press Release

Attached as Exhibit 99.1 to this Report is the press release jointly issued by the parties announcing the Transactions on May 24, 2021.





Investor Meetings

Attached as Exhibit 99.2 to this Report is the form of investor presentation to be used by Legato and Algoma in presentations to certain of their securityholders and other persons regarding the proposed Transactions.

The information set forth in this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward Looking Statements

Neither Legato, Algoma nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive or to contain all the information that a person may desire in considering the proposed Transactions discussed herein. It is not intended to form the basis of any investment decision or any other decision in respect of the proposed Transactions.

This Current Report on Form 8-K and the exhibits filed or furnished herewith include "forward-looking statements" within the meaning of the federal securities laws with respect to the proposed transactions between Legato and Algoma, including statements regarding the benefits of the transaction, the anticipated timing of the Transactions, the business of Algoma and the markets in which it operates. Legato's and Algoma's actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words "aspire," "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "will be," "will continue," "will likely result," "could," "should," "believe(s)," "predicts," "potential," "continue," "future," "opportunity," "strategy," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Legato's and Algoma's expectations with respect to future performance and anticipated financial impacts of the proposed Transactions.





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These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Legato's and Algoma's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the risk that the benefits of the Merger may not be realized; the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the price of Legato's securities; the failure to satisfy the conditions to the consummation of the Merger, including the failure of Legato's stockholders to approve and adopt the Merger Agreement or the failure of Legato to satisfy the Minimum Cash Condition following redemptions by its stockholders; the inability to complete the PIPE; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that may be initiated following announcement of the Merger; the combined company's continued listing on Nasdaq and application to list on the TSX after closing of the proposed business combination; the risk that the proposed transaction disrupts current plans and operations of Algoma as a result of the announcement and consummation of the Merger; costs related to the Merger; changes in applicable laws or regulations; the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; the impact of COVID-19 or other adverse public health developments; and other risks and uncertainties that will be detailed in the Proxy Statement/Prospectus (as defined below) and as indicated from time to time in Legato's filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

Legato and Algoma caution that the foregoing list of factors is not exclusive. Legato and Algoma caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither Legato nor Algoma undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Additional Information and Where to Find It

This document is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction and does not constitute an offer to sell, buy, or exchange or the solicitation of an offer to sell, buy, or exchange any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, purchase, or exchange of securities or solicitation of any vote or approval in any jurisdiction in contravention of applicable law.

In connection with the proposed transaction between Algoma and Legato, Algoma will file with the SEC a registration statement on Form F-4 which will include Algoma's prospectus as well as Legato's proxy statement (the "Proxy Statement/Prospectus"). Legato plans to mail the definitive Proxy Statement/Prospectus to its stockholders in connection with the transaction. INVESTORS AND SECURITYHOLDERS OF LEGATO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ALGOMA, LEGATO, THE TRANSACTION AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Algoma and Legato through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of the documents filed with the SEC on Legato's website at https://legatomerger.com or by directing a written request to Legato at 777 Third Avenue, 37th Floor, New York, NY 10017 or by contacting Algoma at 705.206.1022 or brenda.stenta@algoma.com.





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Participants in the Solicitation

Legato, Algoma and certain of their respective directors, executive officers, and employees may be considered to be participants in the solicitation of proxies in connection with the transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Legato in connection with the transaction, including a description of their respective direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus described above when it is filed with the SEC. Additional information regarding Legato's directors and executive officers can also be found in Legato's final prospectus dated January 19, 2021 and filed with the SEC on January 21, 2021. These documents are available free of charge as described above.

Non-GAAP/IFRS Financial Information

Some of Algoma's financial information and data contained herein and in the exhibits hereto does not conform to SEC Regulation S-X in that it includes certain financial information not derived in accordance with United States Generally Accepted Accounting Principles ("GAAP") or International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). Accordingly, such information and data will be adjusted and presented differently in the registration statement filed with the SEC. Legato and Algoma believe that the presentation of non-GAAP/IFRS measures provides information that is useful to investors as it indicates more clearly the ability of Algoma to meet capital expenditures and working capital requirements and otherwise meet its obligations as they become due and facilitates comparison of the results of its business operations between its current, past, and projected future periods.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits:



Exhibit                                 Description
2.1*        Agreement and Plan of Merger, dated as of May 24, 2021, by and among
          1295908 B.C. Ltd., Algoma Merger Sub, Inc., and Legato Merger Corp.
10.1        Form of Subscription Agreement, dated as of May 24, 2021.
10.2        Form of Support Agreement, dated as of May 24, 2021.
10.3        Form of Lockup Agreement, dated as of May 24, 2021.
99.1        Joint Press release, dated May 24, 2021.
99.2        Investor Presentation.

* Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2).


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