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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/19/21 Legato Merger Corp. S-1MEF 1/19/21 3:63K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: S-1MEF Registration Statement to Add Securities to a HTML 32K
Prior Form S-1 Registration
2: EX-5.1 Opinion of Graubard Miller HTML 10K
3: EX-23.1 Consent of Withumsmith+Brown, Pc. HTML 5K
As filed with the U.S. Securities and Exchange Commission on January 19, 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.
(Exact name of registrant as specified in its charter)
| Delaware | 6770 | 85-1783294 | ||
| (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
(212) 319-7676
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
David D. Sgro, Chief Executive Officer
777 Third Avenue, 37th Floor
(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. | Giovanni Caruso, 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. ☒ 333-248997
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. ☐
C:
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 | ||||||||||
| Units, each consisting of one share of common stock, $0.0001 par value, and one Redeemable Warrant(2) | 3,450,000 Units | $ | 10.00 | $ | 34,500,000 | $ | 3,764 | |||||||
| Shares of common stock included as part of the Units(3) | 3,450,000 Shares | — | — | — | (4) | |||||||||
| Redeemable Warrants included as part of the Units(3) | 3,450,000 Warrants | — | — | — | (4) | |||||||||
| Shares underlying Redeemable Warrants included as part of the Units(3) | 3,450,000 Shares | $ | 11.50 | $ | 39,675,000 | 4,329 | ||||||||
| Total | $ | 74,175,000 | $ | 8,093 | ||||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Includes 450,000 Units, 450,000 shares of common stock and 450,000 Redeemable Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the underwriter. |
| (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.
C:
Explanatory Note
This Registration Statement on Form S-1 is being filed by Legato Merger Corp., 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. 333-248997) (the “Prior Registration Statement”), initially filed by the Registrant on September 23, 2020 and declared effective by the Securities and Exchange Commission on January 19, 2021.
This Registration Statement covers the registration of an additional 3,450,000 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 redeemable warrant (“Warrant(s)”), including 450,000 units that may be purchased by the underwriters to cover over-allotments, if any. Each 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 opinions of counsel and related consents 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.
C:
C: i
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 January 20, 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 January 20, 2021.
C:
C: 1
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. 333-248997) 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:
C:
II-1
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 19th day of January, 2021.
| LEGATO MERGER CORP. | ||
| By: | /s/ David D. Sgro | |
| Name: | David D. Sgro | |
| 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/ David D. Sgro | Chief Executive Officer | January 19, 2021 | ||
| David D. Sgro | (Principal Executive Officer) and Director | |||
| /s/ Adam Jaffe | Chief Financial Officer | January 19, 2021 | ||
| Adam Jaffe | (Principal Financial and Accounting Officer) | |||
| /s/ Brian Pratt | Chairman of the Board | January 19, 2021 | ||
| Brian Pratt | ||||
| /s/ Adam Semler | Director | January 19, 2021 | ||
| Adam Semler | ||||
| /s/ Ryan Hummer | Director | January 19, 2021 | ||
| Ryan Hummer | ||||
| /s/ John Ing | Director | January 19, 2021 | ||
| John Ing | ||||
| /s/ Craig Martin | Director | January 19, 2021 | ||
| Craig Martin | ||||
| /s/ D. Blair Baker | Director | January 19, 2021 | ||
| D. Blair Baker |
II-2
| This ‘S-1MEF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/20/21 | EFFECT | |||
| Filed on / Effective on: | 1/19/21 | 3, 8-A12B, 8-K, CERT, EFFECT | ||
| 9/23/20 | DRS, S-1 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/12/21 Legato Merger Corp. S-1/A 4:2.4M EdgarAgents LLC/FA |