Southland Holdings LLC submitted a letter of intent to acquire Legato Merger Corp. II (NasdaqGM:LGTO) from a group of shareholders in a reverse merger transaction on March 4, 2022. Southland Holdings LLC have signed a definitive agreement to acquire Legato Merger Corp. II from a group of shareholders for approximately $500 million in a reverse merger transaction on May 25, 2022. Southland's holders will receive a combination of cash and stock valued at up to $498 million. Southland's existing holders will receive $343 million of Legato II common stock and $50 million in cash at closing. In addition, Southland's existing holders may receive an additional 10.3 million shares of Legato II common stock valued at $105 million, contingent upon achievement of specified Adjusted EBITDA targets for calendar years 2022 and 2023. Following completion of the transaction, and assuming all of the contingent consideration is paid and without taking into account redemptions of any shares by Legato II's public stockholders, Southland's current holders and management team will hold approximately 55% of Legato II's outstanding common stock and Legato II's current stockholders will hold approximately 45% of Legato II's outstanding common stock. Southland will continue to execute its growth strategies under the leadership of Southland's current management. Legato II's Board of Directors will include five directors designated by Southland and two directors designated by Legato II. Brian Pratt, Legato II's current Chairman and former Chairman and CEO of Primoris Service Corporation, will continue to serve as Chairman of Legato II. It is expected that at the time of the Business Combination, Legato II will change its name to “Southland Holdings, Inc.

Southland's Board of Managers and Legato II's Board of Directors have unanimously approved the merger agreement and Legato II's Board recommends that its stockholders approve and adopt the merger agreement and the transaction. The transaction is subject to (i) the Legato Stockholder Approval and Southland Member Approval having been received by Legato and Southland, respectively, (ii) all required waiting periods under the HSR Act, if any, having expired or been terminated, and all other consents, approvals and authorizations from governmental authorities legally required to be made or obtained to consummate the transactions having been made or obtained and (iii) The Registration Statement having become effective in accordance with the provisions of the Securities Act of 1933, as amended (“ Securities Act ”), no stop order having been issued by the SEC that remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order having been threatened or initiated by the SEC which remains pending. Annual Meeting of Stockholders of Legato II has been set for February 14, 2023. On February 1, 2023, Legato's Registration Statement on Form S-4 was declared effective by the Securities and Exchange Commission. The transaction is expected to close in the fourth quarter of 2022.

For the purposes of this transaction, Legato II is represented by David Alan Miller and Jeffrey M. Gallant of Graubard Miller and Southland is represented by William R. Rohrlich, II and Jeff McPhaul of Winstead PC. D.A. Davidson & Co. and Thompson Davis & Co. are acting as capital market advisors to Legato II. Cassel Salpeter & Co., LLC acted as financial advisor and fairness opinion provider with a service fee of $125,000 to Legato Merger Corp. Aaron Dixon of Alston & Bird LLP acted as counsel to Cassel Salpeter. American Stock Transfer & Trust Company, LLC acted as transfer agent and MacKenzie Partners, Inc. acted as information agent with a service fee of $15,000 to Legato Merger Corp. Graubard Miller acted as due diligence provider to Legato II.

Southland Holdings LLC completed the acquisition of Legato Merger Corp. II (NasdaqGM:LGTO) from a group of shareholders for approximately $490 million in a reverse merger transaction on February 14, 2023. Transaction was approved by the shareholders of Legato II on February 14, 2023. At Closing, Legato issued 33,793,111 shares of common stock to the former members of Southland. Legato II will issue an additional 3,448,276 Earnout Consideration Shares for 2022, if New Southland has Adjusted EBITDA equal to or greater than $125.0 million, can be increased to 5,172,414 Earnout Consideration Shares and additional 3,448,276 Earnout Consideration Shares for 2023, if New Southland has Adjusted EBITDA equal to or greater than $145.0 million, can be increased to 5,172,414 Earnout Consideration Shares. The post-merger company will operate as Southland Holdings, Inc. and is expected to change its trading symbols from LGTO and LGTOW to SLND and SLNDW.