SLND / Southland Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2025 SOUTHLAND HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2025 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of Inc

Amendment No. 1 to Amended and Restated Bylaws of the Company.

Exhibit 3.4 SOUTHLAND HOLDINGS, INC. (a Delaware corporation) (the “Company”) AMENDMENT NO. 1 TO AMENDED AND RESTATED BY-LAWS Pursuant to Article VIII of the Amended and Restated By-Laws (the “Bylaws”) and Article IX of the Second Amended and Restated Certificate of Incorporation of the Company, the Board of Directors of the Company approved and the holders of at least 662/3% of the voting power o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 ☐TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company.

Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOUTHLAND HOLDINGS, INC. (a Delaware corporation) Southland Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (as amended, the “DGCL”), hereby certifies as follows: 1. The Corpora

Southland Announces Second Quarter 2025 Results

Exhibit 99.1 Southland Announces Second Quarter 2025 Results GRAPEVINE, Texas, August 12, 2025 - Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for the quarter ended June 30, 2025. ● Revenue of $215.4 million for the quarter ended June 30, 2025, compared to $251.5 mi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2025 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of Incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 SOUTHLAND HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of Incorp

Southland Holdings, Inc. 5,942,233 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-285578 PROSPECTUS Southland Holdings, Inc. 5,942,233 Shares of Common Stock The selling stockholders named in this prospectus (including their pledgees, donees, transferees, assignees, successors and other permitted transferees) (the “Selling Stockholders”) may use this prospectus to offer and resell from time to time up to 5,942,233 shares (th

Southland Announces First Quarter 2025 Results

Exhibit 99.1 Southland Announces First Quarter 2025 Results GRAPEVINE, Texas, May 13, 2025 - Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for the quarter ended March 31, 2025. ● Revenue of $239.5 million for the quarter ended March 31, 2025, compared to $288.1 mill

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 ☐TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4

Employment Agreement, dated May 9, 2025, by and between the Company and Keith Bassano.

Exhibit 10.2 EMPLOYMENT AGREEMENT BETWEEN Southland Holdings, Inc. AND Keith Bassano EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Southland Holdings, Inc., a Delaware corporation (the “Employer”), and Keith Bassano (the “Employee”), effective as of May 9, 2025. WHEREAS, the Employer desires to employ the Employee, and the Employee desire

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2025 SOUTHLAND HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2025 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of Incorp

As filed with the Securities and Exchange Commission on May 12, 2025

As filed with the Securities and Exchange Commission on May 12, 2025 Registration No.

May 12, 2025

May 12, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2025 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2025 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of Inco

As filed with the Securities and Exchange Commission on March 5, 2025

As filed with the Securities and Exchange Commission on March 5, 2025 Registration No.

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Southland Holdings, Inc.

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of Registrant Name Jurisdiction of Incorporation Southland Holdings LLC Texas Southland Contracting, Inc. Texas Johnson Bros. Corporation, a Southland Company Texas Mole Constructors, Inc. Ohio Oscar Renda Contracting, Inc. Texas Heritage Materials, LLC Texas American Bridge Company Delaware Renda Pacific LLC Nevada Southland Renda JV Texas Southland Mole JV Texas Southla

First Amendment to Credit Agreement, by and between Southland Holdings, LLC and Callodine Commercial Finance, LLC, dated March 3, 2025 (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 4, 2025).

Exhibit 10.26 FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT (this “Amendment”), is dated as of [], 2025, by and among, SOUTHLAND HOLDINGS LLC, a Texas limited liability company (“Southland LLC”; and together with each other Borrower party hereto, each a “Borrower” and collectively, the “Borrowers”), SOUTHLAND HOLDINGS, INC., a Delaware

Promissory Note, dated March 15, 2024, to Frank S. Renda.

Exhibit 10.24 PROMISSORY NOTE $3,844,254.21March 15, 2024 FOR VALUE RECEIVED, Southland Holdings, Inc., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of Frankie S. Renda (the "Noteholder") the principal amount of $3,844,254.21 (the "Loan"), together with all accrued interest thereon, as provided in this Promissory Note (this "Note"). Payment Dates. (a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2025 SOUTHLAND HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2025 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of Incor

Southland Announces Fourth Quarter & Full Year 2024 Results

Exhibit 99.1 Southland Announces Fourth Quarter & Full Year 2024 Results GRAPEVINE, Texas, March 4, 2025 – Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for the quarter and full year ended December 31, 2024. Fourth Quarter 2024 Results Include: ● Revenue of $267.3 m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-41090 South

Promissory Note, dated March 15, 2024, to Walter T. Winn.

Exhibit 10.25 PROMISSORY NOTE $466,734.26March 15, 2024 FOR VALUE RECEIVED, Southland Holdings, Inc., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of Walter "Tim" Winn (the "Noteholder") the principal amount of $466,734.26 (the "Loan"), together with all accrued interest thereon, as provided in this Promissory Note (this "Note"). Payment Dates. (a)Pa

Insider Trading Policy.

Exhibit 19 POLICY PROHIBITING INSIDER TRADING AND UNAUTHORIZED DISCOLOSURE OF INFORMATION TO OTHERS SOUTHLAND HOLDINGS, INC.

Promissory Note, dated March 15, 2024, to Rudolph V. Renda.

Exhibit 10.23 PROMISSORY NOTE $2,241,761.65March 15, 2024 FOR VALUE RECEIVED, Southland Holdings, Inc., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of Rudy V. Renda (the "Noteholder") the principal amount of $2,241,761.65 (the "Loan"), together with all accrued interest thereon, as provided in this Promissory Note (this "Note"). Payment Dates. (a)Pa

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2024 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of I

Southland Announces $20 Million Conversion of Promissory Notes Due to Management to Common Stock

Exhibit 99.1 Southland Announces $20 Million Conversion of Promissory Notes Due to Management to Common Stock GRAPEVINE, Texas- Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced the conversion of $20 million of certain promissory notes due to members of management to common stock. After

Securities Purchase Agreement, dated as of December 27, 2024, by and between the Company and Walter Timothy Winn.

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is entered into as of December 27, 2024 (the “Effective Date”), by and between Walter Timothy Winn (the “Purchaser”) and Southland Holdings, Inc., a Delaware corporation (the “Company”). WHEREAS, the Purchaser is the holder of the promissory notes issued by the Company set forth on Schedule A attached

Securities Purchase Agreement, dated as of December 27, 2024, by and between the Company and Rudolph V. Renda.

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is entered into as of December 27, 2024 (the “Effective Date”), by and between Rudolph V. Renda (the “Purchaser”) and Southland Holdings, Inc., a Delaware corporation (the “Company”). WHEREAS, the Purchaser is the holder of the promissory notes issued by the Company set forth on Schedule A attached her

Securities Purchase Agreement, dated as of December 27, 2024, by and between the Company and Frankie S. Renda.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is entered into as of December 27, 2024 (the “Effective Date”), by and between Frank S. Renda (the “Purchaser”) and Southland Holdings, Inc., a Delaware corporation (the “Company”). WHEREAS, the Purchaser is the holder of the promissory notes issued by the Company set forth on Schedule A attached heret

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2024 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 ☐TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Southland Announces Third Quarter 2024 Results

Exhibit 99.1 Southland Announces Third Quarter 2024 Results GRAPEVINE, Texas, November 12, 2024 – Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for the quarter ended September 30, 2024. ● Revenue of $173.3 for the quarter ended September 30, 2024, compared to $312.5

Southland Announces Closing of $160 Million Senior Secured Credit Facility

Exhibit 99.1 Southland Announces Closing of $160 Million Senior Secured Credit Facility GRAPEVINE, Texas, October 3, 2024 - Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced the closing of a new $160.0 million senior secured term loan facility with Callodine Commercial Finance, LLC. The

Credit Agreement, dated as of September 30, 2024, by and among the Company, as borrowers, and Callodine Commercial Finance, LLC, as administrative agent and lender.

Exhibit 10.1 Execution Version TERM LOAN AND SECURITY AGREEMENT Dated as of September 30, 2024 by and among SOUTHLAND HOLDINGS LLC, and any other Borrower party hereto from time to time, as Borrowers, SOUTHLAND HOLDINGS, INC., and any other Guarantors party hereto from time to time, as Guarantors, the Lenders from time to time party hereto, and Callodine Commercial Finance, LLC, as Agent TABLE OF

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2024 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2024 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 ☐TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41

Southland Announces Second Quarter 2024 Results

Exhibit 99.1 Southland Announces Second Quarter 2024 Results GRAPEVINE, Texas, August 12, 2024 (Business Newswire) - Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for the quarter ended June 30, 2024. ● The Board of Directors has appointed Frank Renda as Interim Chai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2024 SOUTHLAND HOLDINGS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2024 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of Incorpo

First Amendment to Real Estate Purchase Agreement, by and between Southland Holdings, LLC and Reksuh Acquisition, LLC, dated May 7, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report o Form 8-K filed with the SEC on July 23, 2024).

Exhibit 10.2 FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT THIS FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the Effective Date (as hereinafter defined), by and between Reksuh Acquisition, LLC, a Nebraska limited liability company (“Purchaser”), and Southland Holdings, LLC, a Texas limited liability company and or its subsidiaries (“Seller

Southland Completes $42.5 Million Sale-Leaseback Transaction

Exhibit 99.1 Southland Completes $42.5 Million Sale-Leaseback Transaction GRAPEVINE, Texas, July 23, 2024 - Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”) announced today that it completed a sale-leaseback transaction for three properties totaling $42.5 million. The properties include two locations in Texas and one in Pennsylvania. From the total proceeds of $42.5 million

Lease Agreement, by and between Southland Holdings, Inc. and GCP Southland, LLC, dated July 19, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2024).

Exhibit 10.4 LEASE AGREEMENT BY AND BETWEEN GCP SOUTHLAND, LLC, a Nebraska limited liability company AS LANDLORD AND SOUTHLAND HOLDINGS, INC., a Delaware corporation AS TENANT Effective Date: July , 2024 LEASE AGREEMENT THIS LEASE AGREEMENT (the “Lease”) is entered into and made effective as of July , 2024 (the “Effective Date”) between GCP Southland, LLC, a Nebraska limited liability company (“La

Second Amendment and Assignment and Assumption of Real Estate Purchase Agreement, by and between Southland Holdings, LLC, Reksuh Acquisition, LLC, American Bridge Company and GCP Southland, LLC, dated July 17, 2024 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2024).

Exhibit 10.3 SECOND AMENDMENT AND ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AGREEMENT (ALVARADO PROPERTY) THIS SECOND AMENDMENT AND ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AGREEMENT (this “Amendment and Assignment”) is made and entered into as of July 17, 2024 (the “Effective Date”), by and among Southland Holdings, LLC, Texas limited liability company (“Seller/Assignor”), Southl

Real Estate Purchase Agreement, by and between Southland Holdings, LLC and Reksuh Acquisition, LLC, dated May 7, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2024).

Exhibit 10.1 REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date (as hereinafter defined), by and between Reksuh Acquisition, LLC, a Nebraska limited liability company (“Purchaser”), and Southland Holdings, LLC, a Texas limited liability company and or its subsidiaries (“Seller”). The “Effective Date” of this Agree

Lease Agreement, by and between Southland Holdings, Inc. and GCP Southland, LLC, dated July 19, 2024 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2024).

Exhibit 10.5 LEASE AGREEMENT BY AND BETWEEN GCP SOUTHLAND, LLC, a Nebraska limited liability company AS LANDLORD AND SOUTHLAND HOLDINGS, INC., a Delaware corporation AS TENANT Effective Date: July , 2024 LEASE AGREEMENT THIS LEASE AGREEMENT (the “Lease”) is entered into and made effective as of July , 2024 (the “Effective Date”) between GCP Southland, LLC, a Nebraska limited liability company (“La

Lease Agreement, by and between Southland Holdings, Inc. and GCP Southland, LLC, dated July 19, 2024 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2024).

Exhibit 10.6 LEASE AGREEMENT BY AND BETWEEN GCP SOUTHLAND, LLC, a Nebraska limited liability company AS LANDLORD AND SOUTHLAND HOLDINGS, INC., a Delaware corporation AS TENANT Effective Date: July , 2024 LEASE AGREEMENT THIS LEASE AGREEMENT (the “Lease”) is entered into and made effective as of July , 2024 (the “Effective Date”) between GCP Southland, LLC, a Nebraska limited liability company (“La

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2024 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of Incor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2024 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of Incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2024 SOUTHLAND HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2024 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction of Incorporation) (Commission File

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2024 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of Incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 ☐TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4

Southland Announces First Quarter 2024 Results

Exhibit 99.1 Southland Announces First Quarter 2024 Results GRAPEVINE, Texas, May 13, 2024 (Business Newswire) - Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for the quarter ended March 31, 2024. ● Revenue of $288.1 million for the quarter ended March 31, 2024, up

Southland Holdings, Inc. 14,385,493 Shares of Common Stock Issuable Upon Exercise of Warrants, 45,261,227 Shares of Common Stock, and 560,502 Private Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271057 PROSPECTUS Southland Holdings, Inc. 14,385,493 Shares of Common Stock Issuable Upon Exercise of Warrants, 45,261,227 Shares of Common Stock, and 560,502 Private Warrants This prospectus relates to the issuance by us of up to an aggregate of 14,385,493 shares of our common stock, par value $0.0001 per share (“Common Stock”), which consist

April 5, 2024

April 5, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

April 5, 2024

April 5, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Southland Holdings, Inc.

As filed with the Securities and Exchange Commission on March 29, 2024

As filed with the Securities and Exchange Commission on March 29, 2024 Registration No.

March 29, 2024

Austin | Charlotte | Dallas | Fort Worth | Houston | New York | San Antonio | The Woodlands March 29, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.

As filed with the Securities and Exchange Commission on March 15, 2024

As filed with the Securities and Exchange Commission on March 15, 2024 Registration No.

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Southland Holdings, Inc.

Form of Indenture

Exhibit 4.7 Southland Holdings, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.1 Designation and Terms of Securities 5 Section 2.2 Form of Securities and Trustee’s Certificate 8 Secti

As filed with the Securities and Exchange Commission on March 15, 2024

As filed with the Securities and Exchange Commission on March 15, 2024 Registration No.

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Southland Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2024 SOUTHLAND HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2024 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of Incor

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2024 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of Incor

Southland Announces Fourth Quarter & Full Year 2023 Results

Exhibit 99.1 Southland Announces Fourth Quarter & Full Year 2023 Results GRAPEVINE, Texas, March 4, 2024 (BUSINESS WIRE) - Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for the quarter and full year ended December 31, 2023. Fourth Quarter 2023 Results Include: ● Rev

Southland Holdings, Inc. Clawback Policy.

Exhibit 97.1 SOUTHLAND HOLDINGS, INC. CLAWBACK POLICY The Board of Directors (the “Board”) of Southland Holdings, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this policy, which provides for the recoupment of certain executive compensation in the event of an accounting restatement (as defined herein) resulting from material noncomplian

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-41090 South

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of Registrant Name Jurisdiction of Incorporation Southland Holdings LLC Texas Southland Contracting, Inc. Texas Johnson Bros. Corporation, a Southland Company Texas Mole Constructors, Inc. Ohio Oscar Renda Contracting, Inc. Texas Heritage Materials, LLC Texas American Bridge Company Delaware Renda Pacific LLC Nevada Southland Renda JV Texas Southland Mole JV Texas Southla

US52473Y1047 / Legato Merger Corp. II / Vivaldi Asset Management, LLC Passive Investment

SC 13G/A 1 schedule13galgto021224.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* LEGATO MERGER CORP. II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 52473Y104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Ch

SLND / Southland Holdings, Inc. / ADAGE CAPITAL PARTNERS GP, L.L.C. - SOUTHLAND HOLDINGS, INC. Passive Investment

SC 13G/A 1 p24-0616sc13ga.htm SOUTHLAND HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Southland Holdings, Inc. (f/k/a Legato Merger Corp. II) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 84445C100 (CUSIP Number) December 31, 2023 (Date of Event Which R

Southland Announces Third Quarter 2023 Results

Exhibit 99.1 Southland Announces Third Quarter 2023 Results GRAPEVINE, Texas, November 13, 2023 (Business Newswire) - Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for quarter ended September 30, 2023. ● Revenue of $312 million for the quarter ended September 30, 20

14,385,493 Shares of Common Stock Issuable Upon Exercise of Warrants, 53,669,877 Shares of Common Stock, and 585,502 Private Warrants

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-271057 Prospectus Supplement No. 4 (to Prospectus dated May 15, 2023) 14,385,493 Shares of Common Stock Issuable Upon Exercise of Warrants, 53,669,877 Shares of Common Stock, and 585,502 Private Warrants This prospectus supplement updates, amends and supplements the prospectus dated May 15, 2023 (the “Prospectus”) related to (a) the i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 ☐TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2023 SOUTHLAND HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2023 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of I

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2023 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of

Investor Presentation Southland Holdings, Inc (SLND) September 2023

Exhibit 99.1 Investor Presentation Southland Holdings, Inc (SLND) September 2023 This presentation (together with oral statements made in connection herewith, the "Presentation") is for informational purposes only to assist current and prospective investors in making their own evaluation with respect to Southland Holdings, Inc. (“Southland”). This Presentation does not constitute an offer to sell,

14,385,493 Shares of Common Stock Issuable Upon Exercise of Warrants, 53,669,877 Shares of Common Stock, and 585,502 Private Warrants

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-271057 Prospectus Supplement No. 3 (to Prospectus dated May 15, 2023) 14,385,493 Shares of Common Stock Issuable Upon Exercise of Warrants, 53,669,877 Shares of Common Stock, and 585,502 Private Warrants This prospectus supplement updates, amends and supplements the prospectus dated May 15, 2023 (the “Prospectus”) related to (a) the i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 ☐TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41

Southland Announces Second Quarter 2023 Results

Exhibit 99.1 Southland Announces Second Quarter 2023 Results GRAPEVINE, Texas, August 14, 2023 (Business Newswire) - Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for quarter ended June 30, 2023. ● Revenue of $257 million for the quarter ended June 30, 2023, down 5.

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2023 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission File Number) (IRS Em

14,385,493 Shares of Common Stock Issuable Upon Exercise of Warrants, 53,669,877 Shares of Common Stock, and 585,502 Private Warrants

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-271057 Prospectus Supplement No. 2 (to Prospectus dated May 15, 2023) 14,385,493 Shares of Common Stock Issuable Upon Exercise of Warrants, 53,669,877 Shares of Common Stock, and 585,502 Private Warrants This prospectus supplement updates, amends and supplements the prospectus dated May 15, 2023 (the “Prospectus”) related to (a) the i

Southland Announces Preliminary Financial Results for the Second Quarter 2023

Exhibit 99.1 Southland Announces Preliminary Financial Results for the Second Quarter 2023 GRAPEVINE, Texas, August 10, 2023 (Business Newswire) - Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland” or “Company”), a leading provider of specialized infrastructure construction services, today announced preliminary financial results for the three months ended June 30, 2023. ● Reve

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission (IRS Employer of Inc

Calculation of Filing Fee Tables Form S-8 (Form Type) Southland Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Southland Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 SOUTHLAND HOLDINGS, INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on June 6, 2023 Registration No.

SLND / Southland Holdings Inc / Renda Frankie S. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Southland Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 84445C 100 (CUSIP Number) Frankie “Frank” S. Renda 1100 Kubota Drive Grapevine, Texas 76051 Tel: (817) 293-4263 (Name, Address and Telephone Number o

14,385,493 Shares of Common Stock Issuable Upon Exercise of Warrants, 53,669,877 Shares of Common Stock, and 585,502 Private Warrants

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-271057 Prospectus Supplement No. 1 (to Prospectus dated May 15, 2023) 14,385,493 Shares of Common Stock Issuable Upon Exercise of Warrants, 53,669,877 Shares of Common Stock, and 585,502 Private Warrants This prospectus supplement updates, amends and supplements the prospectus dated May 15, 2023 (the “Prospectus”) related to (a) the i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 ☐TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 SOUTHLAND HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission File Number) (IRS Emplo

14,385,493 Shares of Common Stock Issuable Upon Exercise of Warrants, 53,669,877 Shares of Common Stock, and 585,502 Private Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-271057 PROSPECTUS 14,385,493 Shares of Common Stock Issuable Upon Exercise of Warrants, 53,669,877 Shares of Common Stock, and 585,502 Private Warrants This prospectus relates to the issuance by us of up to an aggregate of 14,385,493 shares of our common stock, par value $0.0001 per share (“Common Stock”), which consists of (i) 585,502 shares o

May 15, 2023

May 15, 2023 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

Southland Announces First Quarter 2023 Results

Exhibit 99.1 Southland Announces First Quarter 2023 Results GRAPEVINE, Texas, May 15, 2023 (Business Newswire) - Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for quarter ended March 31, 2023. ● Revenue increased to $275 million, up 6% from $258 million for the quar

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Southland Holdings, Inc.

As filed with the Securities and Exchange Commission on May 1, 2023

As filed with the Securities and Exchange Commission on May 1, 2023 Registration No.

May 1, 2023

May 1, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Southland Holdings, Inc.

As filed with the Securities and Exchange Commission on March 31, 2023

As filed with the Securities and Exchange Commission on March 31, 2023 Registration No.

Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission dated March 21, 2023.

Exhibit 16.1 March 21, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 United States of America Commissioners: We have read Southland Holdings, Inc. (formerly known as Legato Merger Corp. II) statements included under Item 4.01 of its Form 8-K dated March 22, 2023. We agree with the statements concerning our Firm under Item 4.01, in whic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2023 SOUTHLAND HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2023 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission File Number) (IRS Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2023 SOUTHLAND HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2023 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission File Number) (IRS Emp

Southland Announces Fourth Quarter and Full Year 2022 Results

Exhibit 99.1 Southland Announces Fourth Quarter and Full Year 2022 Results GRAPEVINE, Texas, March 22, 2023 (Business Newswire) - Southland Holdings, Inc. (NYSE American: SLND and SLNDW) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for the quarter and year ended December 31, 2022. ● Gross profit margin of 12% for the year

2

Exhibit 99.2 Management Discussion and Analysis of Financial Condition and Results of Operations References to the “Company,” “our,” “us,” “we,” or “Southland” refer to Southland Holdings, LLC. The following discussion and analysis contain forward-looking statements relating to future events or our future financial performance, which involve risk and uncertainties. Our actual results could differ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2023 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commissio

SOUTHLAND HOLDINGS LLC Consolidated Financial Statements Years Ended December 31, 2022, 2021 and 2020

Exhibit 99.1 SOUTHLAND HOLDINGS LLC Consolidated Financial Statements Years Ended December 31, 2022, 2021 and 2020 Contents Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 248) F-2 Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 F-4 Consolidated Statements of Operations for the Years Ended December 31, 2022, December 31, 2021 and December 31, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-41090 South

List of subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2023).

Exhibit 21.1 Subsidiaries of Registrant Name Jurisdiction of Incorporation Southland Holdings LLC Texas Southland Contracting, Inc. Texas Johnson Bros. Corporation, a Southland Company Texas Mole Constructors, Inc. Ohio Oscar Renda Contracting, Inc. Texas Heritage Materials, LLC Texas American Bridge Company Delaware Renda Pacific LLC Nevada Southland Renda JV Texas Southland Mole JV Texas Southla

Description of the Company’s Securities Registered under Section 12 of the Exchange Act (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2023).

Exhibit 4.4 DESCRIPTION OF SECURITIES References to the “Company,” “our,” “us,” “we,” or “Southland” refer to Southland Holdings, Inc. The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities. We urge to you read the applicable provisions of Delaware law and each of the Company’s Second Amended and Resta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41090 SOUTHLAND HOLDINGS, INC. THE NASDAQ STOCK MARKET LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

SLND / Southland Holdings Inc / Renda Frankie S. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Southland Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 84445C 100 (CUSIP Number) Frankie “Frank” S. Renda 1100 Kubota Drive Grapevine, Texas 76051 Tel: (817) 293-4263 (Name, Address and Telephone Number of

SLND / Southland Holdings Inc / Renda Rudolph V. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Southland Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 84445C 100 (CUSIP Number) Rudolph “Rudy” V. Renda 1100 Kubota Drive Grapevine, Texas 76051 Tel: (817) 293-4263 (Name, Address and Telephone Number of

SLND / Southland Holdings Inc / Winn Walter Timothy - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Southland Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 84445C 100 (CUSIP Number) Walter Timothy “Tim” Winn 1100 Kubota Drive Grapevine, Texas 76051 Tel: (817) 293-4263 (Name, Address and Telephone Number o

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Southland Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 87-1783910 (State of incorporation or organization) (I.R.S. Employer Identification Number) 1100 Kubota Dr

Southland Announces Transfer to the New York Stock Exchange

Exhibit 99.1 Southland Announces Transfer to the New York Stock Exchange GRAPEVINE, Texas, February 17, 2023 (GLOBE NEWSWIRE) - Southland Holdings, Inc. (NASDAQ: SLND and SLNDW) (“Southland”), announced today it intends to transfer the listing of its common stock and its listed warrants to the NYSE American exchange (“NYSE American”) from the Nasdaq Stock Market (“Nasdaq”). Southland expects that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2023 SOUTHLAND HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2023 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission File Number) (IRS

Letter Agreement (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

EX-10.10 17 legato2ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 As of February 14, 2023 Reference is made to that certain Agreement and Plan of Merger, dated as of May 25, 2022 (the “Merger Agreement”), between Legato Merger Corp. II, a Delaware corporation (“Legato”), Legato Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Legato II (“Merger Sub”), and Southland Holdings LLC, a T

Form of Incentive Stock Option Award Agreement under 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

EX-10 5 legato2ex10-3i.htm EXHIBIT 10.3.1 Exhibit 10.3.1 SOUTHLAND HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT This Incentive Stock Option Award Agreement (the “Agreement”) is made and entered into as of the award date set forth below (the “Award Date”) by and between Southland Holdings, Inc., a Delaware corporation (the “Company”), and the participant named be

Form of Underwriter Note (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

Exhibit 10.11 TO BE EXECUTED AT CLOSING OF BUSINESS COMBINATION PROMISSORY NOTE $[●] [●] Southland Holdings, Inc. and its successors and assigns (the “Maker”) promises to pay to the order of [●] (the “Payee”) the principal sum of [●] ($[●]) in lawful money of the United States of America, together with interest on the unpaid principal balance of this Note, on the terms and conditions described bel

Employment Agreement, dated as of February 14, 2023, by and between the Company and Cody Gallarda (incorporated by reference to Exhibit 10.6.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

Exhibit 10.6.4 EMPLOYMENT AGREEMENT BETWEEN Legato Merger Corp. II AND Cody Gallarda EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Legato Merger Corp. II, a Delaware corporation (the “Employer”), and Cody Gallarda (the “Employee”), effective as of the Closing Date (as defined in that certain Agreement and Plan of Merger, dated as of May 2

Amended and Restated Registration Rights Agreement, dated as of February 14, 2023, by and between the Company, certain Southland Members, the Initial Stockholders and EBC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

Exhibit 10.5 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 14, 2023, is made and entered into by and among (a) Southland Holdings, Inc., a Delaware corporation (the “Company”), (b) the undersigned initial stockholders of the Company (together with their respective Permitted Transferees (as defined

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

EX-10 15 legato2ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 Indemnification Agreement This Indemnification Agreement (this “Agreement”), dated as of [●], is entered into by and between Southland Holdings, Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”). WHEREAS, Indemnitee is a director and/or officer of the Company; WHEREAS, both the Company and Indemnitee recognize the increase

Form of Non-Qualified Stock Option Award Agreement under 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.3.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

Exhibit 10.3.2 SOUTHLAND HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT This Non-Qualified Stock Option Award Agreement (the “Agreement”) is made and entered into as of the award date set forth below (the “Award Date”) by and between Southland Holdings, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitaliz

Employment Agreement, dated as of February 14, 2023, by and between the Company and Frank S. Renda (incorporated by reference to Exhibit 10.6.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

EX-10 11 legato2ex10-6i.htm EXHIBIT 10.6.1 Exhibit 10.6.1 EMPLOYMENT AGREEMENT BETWEEN Legato Merger Corp. II AND Frank Renda EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Legato Merger Corp. II, a Delaware corporation (the “Employer”), and Frank Renda (the “Employee”), effective as of the Closing Date (as defined in that certain Agreemen

Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

Exhibit 10.12 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (“Agreement”), dated February , 2023, between (the “Holder”) and and (collectively, the “Insiders”). RECITALS: A. Legato Merger Corp. II, a Delaware corporation (the “Company” or “SPAC”), will hold an annual meeting of its stockholders (the “Meeting”) to consider and act upon, among other matters, approval of a proposed initial b

Form of Merger Consideration Note (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

Exhibit 10.9 PROMISSORY NOTE $[●] February 14, 2023 FOR VALUE RECEIVED, Southland Holdings, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of [●] (the “Noteholder”) the principal amount of $[●] (the “Loan”), together with all accrued interest thereon, as provided in this Promissory Note (this “Note”). 1. Payment Dates. (a) Payment Date. The aggre

US52473Y1047 / Legato Merger Corp. II / Vivaldi Asset Management, LLC - LGTO 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* LEGATO MERGER CORP. II (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 52473Y104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

EX-10 4 legato2ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 SOUTHLAND HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN On May 24, 2022, the board of directors of Legato Merger Corp. II, a Delaware corporation, adopted this Southland Holdings, Inc. 2022 Equity Incentive Plan subject to the approval of the stockholders in accordance with the bylaws of Legato Merger Corp. II. SECTION 1. PURPOSE OF THIS PLAN 1.1 Eli

Form of Stock Appreciation Right Award Agreement under 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.3.5 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

Exhibit 10.3.5 SOUTHLAND HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD AGREEMENT This Stock Appreciation Right Award Agreement (the “Agreement”) is made and entered into as of the award date set forth below (the “Award Date”) by and between Southland Holdings, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized t

Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF SOUTHLAND HOLDINGS, INC. ARTICLE I Offices Section 1.01 Registered Office. The registered office of Southland Holdings, Inc. (the “Corporation”) will be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended from time to time, the “Certificate of Incorporation”). Section 1.02 Other Offices. The Corporation may have other

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

EX-99 20 legato2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial information is provided to aid you in your analysis of the financial aspect of the Merger, including the following: ● the consummation of the Merger; and ● the issuance of Legato II Common Stock. The unaudited pro forma cond

Employment Agreement, dated as of February 14, 2023, by and between the Company and Rudolph “Rudy” V. Renda (incorporated by reference to Exhibit 10.6.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

Exhibit 10.6.3 EMPLOYMENT AGREEMENT BETWEEN Legato Merger Corp. II AND Rudy V. Renda EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Legato Merger Corp. II, a Delaware corporation (the “Employer”), and Rudy V. Renda (the “Employee”), effective as of the Closing Date (as defined in that certain Agreement and Plan of Merger, dated as of May 2

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2023 SOUTHLAND HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 87-1783910 (State or Other Jurisdiction (Commission File Number) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2023 LEGATO MERGER C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2023 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inc

Form of Restricted Stock Award Agreement under 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.3.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

Exhibit 10.3.3 SOUTHLAND HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT This Restricted Share Award Agreement (the “Agreement”) is made and entered into as of the award date set forth below (the “Award Date”) by and between Southland Holdings, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined

Form of Restricted Stock Unit Award Agreement under 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.3.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

Exhibit 10.3.4 SOUTHLAND HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT This Restricted Share Unit Award Agreement (the “Agreement”) is made and entered into as of the award date set forth below (the “Award Date”) by and between Southland Holdings, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2023 LEGATO MERGER C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2023 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inc

Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LEGATO MERGER CORP. II Legato Merger Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Legato Merger Corp. II.” 2. The Corporation’s Certificate of Incorporation was filed in

Employment Agreement, dated as of February 14, 2023, by and between the Company and Walter Timothy “Tim” Winn (incorporated by reference to Exhibit 10.6.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2023).

Exhibit 10.6.2 EMPLOYMENT AGREEMENT BETWEEN Legato Merger Corp. II AND Walter “Tim” Winn EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Legato Merger Corp. II, a Delaware corporation (the “Employer”), and Walter “Tim” Winn (the “Employee”), effective as of the Closing Date (as defined in that certain Agreement and Plan of Merger, dated as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2023 LEGATO MERGER CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2023 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2023 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Southland Awarded $50 Million Annual Maintenance Contract for the City of Dallas Public Works Department

Exhibit 99.2 Southland Awarded $50 Million Annual Maintenance Contract for the City of Dallas Public Works Department GRAPEVINE, Texas, Feb. 09, 2023 (GLOBE NEWSWIRE) - Southland Holdings, LLC (“Southland”) announced today that a subsidiary in its Transportation segment, Johnson Bros., has been awarded a $50 million contract to improve and maintain streets and related infrastructure for the City o

Southland Awarded $102 Million Louisiana Department of Transportation and Development Nelson Road Extension and Bridge Project

EX-99.1 2 legatomerger2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Southland Awarded $102 Million Louisiana Department of Transportation and Development Nelson Road Extension and Bridge Project GRAPEVINE, Texas, Feb. 09, 2023 (GLOBE NEWSWIRE) - Southland Holdings, LLC (“Southland”) announced today that a subsidiary in its Transportation segment, Johnson Bros., has been awarded a $102 million contract to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2023 LEGATO MERGER CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2023 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Southland Awarded $102 Million Louisiana Department of Transportation and Development Nelson Road Extension and Bridge Project

Exhibit 99.1 Southland Awarded $102 Million Louisiana Department of Transportation and Development Nelson Road Extension and Bridge Project GRAPEVINE, Texas, Feb. 09, 2023 (GLOBE NEWSWIRE) - Southland Holdings, LLC (“Southland”) announced today that a subsidiary in its Transportation segment, Johnson Bros., has been awarded a $102 million contract to construct the Nelson Road Extension and Bridge

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2023 LEGATO MERGER CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2023 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Southland Awarded $50 Million Annual Maintenance Contract for the City of Dallas Public Works Department

Exhibit 99.2 Southland Awarded $50 Million Annual Maintenance Contract for the City of Dallas Public Works Department GRAPEVINE, Texas, Feb. 09, 2023 (GLOBE NEWSWIRE) - Southland Holdings, LLC (“Southland”) announced today that a subsidiary in its Transportation segment, Johnson Bros., has been awarded a $50 million contract to improve and maintain streets and related infrastructure for the City o

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS OF LEGATO MERGER CORP. II PROSPECTUS FOR UP TO 44,137,931 SHARES OF COMMON STOCK

424B3 1 legatomerger424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No.: 333-267393 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS OF LEGATO MERGER CORP. II PROSPECTUS FOR UP TO 44,137,931 SHARES OF COMMON STOCK On May 25, 2022, Legato Merger Corp. II, a Delaware corporation (“Legato II”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Legato Merger Su

Meeting Scheduled for February 14, 2023 Stockholders of Record as of January 24, 2023, are Eligible to Vote at Annual Meeting

Filed by Legato Merger Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-267393 Subject Company: Legato Merger Corp. II (Commission File No. 001-41090) Legato Merger Corp. II Announces Date for Annual Meeting to Approve Proposed Business Combination with Southland Holdings Meeting

Legato Merger Corp. II 777 Third Avenue, 37th Floor New York, NY 10017

CORRESP 1 filename1.htm Legato Merger Corp. II 777 Third Avenue, 37th Floor New York, NY 10017 January 30, 2023 Division of Corporation Finance Office of Real Estate & Construction Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Legato Merger Corp. II Registration Statement on Form S-4 File No. 333-267393 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under

Legato Merger Corp. II 777 Third Avenue, 37th Floor New York, NY 10017

Legato Merger Corp. II 777 Third Avenue, 37th Floor New York, NY 10017 January 27, 2023 Division of Corporation Finance Office of Real Estate & Construction Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Legato Merger Corp. II Registration Statement on Form S-4 File No. 333-267393 Ladies and Gentlemen: Reference is made to our letter filed as correspondence via ED

As filed with the Securities and Exchange Commission on January 27, 2023

As filed with the Securities and Exchange Commission on January 27, 2023 Registration No.

Legato Merger Corp. II 777 Third Avenue, 37th Floor New York, NY 10017

CORRESP 1 filename1.htm Legato Merger Corp. II 777 Third Avenue, 37th Floor New York, NY 10017 January 27, 2023 Division of Corporation Finance Office of Real Estate & Construction Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Legato Merger Corp. II Registration Statement on Form S-4 File No. 333-267393 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under

Consent of Zukin Certification Services, LLC

Exhibit 99.8 CONSENT OF Zukin Certification Services, LLC Legato Merger Corp. II 777 Third Avenue 37th Floor New York, NY 10017 RE: Proxy Statement / Prospectus of Legato Merger Corp. II (“Legato”), which forms part of the Registration Statement on Form S-4 of Legato (the “Registration Statement”). Gentlemen: We hereby consent to (i) the inclusion of our reasonable basis review (“RBR”) report, dat

Calculation of Registration Fee Table

EX-FILING FEES 6 legatomergerex107.htm EXHIBIT 107 Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Legato Merger Corp. II (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate

Consent of Cassel Salpeter & Co., LLC

Exhibit 99.7 CONSENT OF CASSEL SALPETER & CO., LLC Legato Merger Corp. II 777 Third Avenue 37th Floor New York, NY 10017 Attention: Board of Directors RE: Proxy Statement / Prospectus of Legato Merger Corp. II (“Legato”), which forms part of Amendment No. 6 to the Registration Statement on Form S-4 of Legato (the “Registration Statement”). Members of the Board of Directors: We hereby consent to th

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800

CORRESP 1 filename1.htm Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 Facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] January 19, 2023 FOIA CONFIDENTIAL TREATMENT REQUEST Confidential Treatment Requested by Legato Merger Corp. II 777 Third Avenue, 37th Floor New York, New York 10017 CERTAIN PORTION

As filed with the Securities and Exchange Commission on January 19, 2023

As filed with the Securities and Exchange Commission on January 19, 2023 No. 333-267393 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-4/A 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 incorporation or organization) (P

Consent of Cassel Salpeter & Co., LLC

Exhibit 99.7 CONSENT OF CASSEL SALPETER & CO., LLC Legato Merger Corp. II 777 Third Avenue 37th Floor New York, NY 10017 Attention: Board of Directors RE: Proxy Statement / Prospectus of Legato Merger Corp. II (“Legato”), which forms part of Amendment No. 5 to the Registration Statement on Form S-4 of Legato (the “Registration Statement”). Members of the Board of Directors: We hereby consent to th

Consent of Zukin Certification Services, LLC

Exhibit 99.8 CONSENT OF Zukin Certification Services, LLC Legato Merger Corp. II 777 Third Avenue 37th Floor New York, NY 10017 RE: Proxy Statement / Prospectus of Legato Merger Corp. II (“Legato”), which forms part of the Registration Statement on Form S-4 of Legato (the “Registration Statement”). Gentlemen: We hereby consent to (i) the inclusion of our reasonable basis review (“RBR”) report, dat

Consent of Cassel Salpeter & Co., LLC

Exhibit 99.7 CONSENT OF CASSEL SALPETER & CO., LLC Legato Merger Corp. II 777 Third Avenue 37th Floor New York, NY 10017 Attention: Board of Directors RE: Proxy Statement / Prospectus of Legato Merger Corp. II (?Legato?), which forms part of Amendment No.4 to the Registration Statement on Form S-4 of Legato (the ?Registration Statement?). Members of the Board of Directors: We hereby consent to the

As filed with the Securities and Exchange Commission on January 4, 2023

As filed with the Securities and Exchange Commission on January 4, 2023 No. 333-267393 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-4/A 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 incorporation or organization) (Pr

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Legato Merger Corp.

Consent of Zukin Certification Services, LLC

Exhibit 99.8 CONSENT OF Zukin Certification Services, LLC Legato Merger Corp. II 777 Third Avenue 37th Floor New York, NY 10017 RE: Proxy Statement / Prospectus of Legato Merger Corp. II (?Legato?), which forms part of the Registration Statement on Form S-4 of Legato (the ?Registration Statement?). Gentlemen: We hereby consent to (i) the inclusion of our reasonable basis review (?RBR?) report, dat

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800

CORRESP 1 filename1.htm Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 Facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] January 4, 2023 FOIA CONFIDENTIAL TREATMENT REQUEST Confidential Treatment Requested by Legato Merger Corp. II 777 Third Avenue, 37th Floor New York, New York 10017 CERTAIN PORTIONS

As filed with the Securities and Exchange Commission on December 21, 2022

As filed with the Securities and Exchange Commission on December 21, 2022 No. 333-267393 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-4/A 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 incorporation or organization) (

Consent of Cassel Salpeter & Co., LLC

EX-99.7 4 legatomergerex99-7.htm EXHIBIT 99.7 Exhibit 99.7 CONSENT OF CASSEL SALPETER & CO., LLC Legato Merger Corp. II 777 Third Avenue 37th Floor New York, NY 10017 Attention: Board of Directors RE: Proxy Statement / Prospectus of Legato Merger Corp. II (“Legato”), which forms part of Amendment No. 3 to the Registration Statement on Form S-4 of Legato (the “Registration Statement”). Members of t

Consent of Zukin Certification Services, LLC

EX-99.8 5 legatomergerex99-8.htm EXHIBIT 99.8 Exhibit 99.8 CONSENT OF Zukin Certification Services, LLC Legato Merger Corp. II 777 Third Avenue 37th Floor New York, NY 10017 RE: Proxy Statement / Prospectus of Legato Merger Corp. II (“Legato”), which forms part of the Registration Statement on Form S-4 of Legato (the “Registration Statement”). Gentlemen: We hereby consent to (i) the inclusion of o

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Legato Merger Corp.

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 Facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] December 21, 2022 FOIA CONFIDENTIAL TREATMENT REQUEST Confidential Treatment Requested by Legato Merger Corp. II 777 Third Avenue, 37th Floor New York, New York 10017 CERTAIN PORTIONS OF THIS LETTER AS FIL

Southland Awarded $70 million Denver International Airport West Gates Pond Expansion Project

Exhibit 99.1 Southland Awarded $70 million Denver International Airport West Gates Pond Expansion Project GRAPEVINE, Texas, 12/8/2022 (GLOBE NEWSWIRE) - Southland Holdings, LLC (“Southland”) announced today that a subsidiary in its Civil segment, Southland Contracting, has been awarded a $70 million contract for Denver International Airport’s West Gates Pond Expansion. The pond expansion project s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2022 LEGATO MERGER CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Southland Awarded $70 million Denver International Airport West Gates Pond Expansion Project

Exhibit 99.1 Southland Awarded $70 million Denver International Airport West Gates Pond Expansion Project GRAPEVINE, Texas, 12/8/2022 (GLOBE NEWSWIRE) - Southland Holdings, LLC (?Southland?) announced today that a subsidiary in its Civil segment, Southland Contracting, has been awarded a $70 million contract for Denver International Airport?s West Gates Pond Expansion. The pond expansion project s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2022 LEGATO MERGER CO

425 1 legatomerger2425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (C

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inco

SOUTHLAND HOLDINGS Investor Presentation December 6, 2022 IMPORTANT DISCLOSURES This Presentation (together with oral statements made in connection herewith, the "Presentation") is for informational purpos es only to assist prospective investors in m

Exhibit 99.1 SOUTHLAND HOLDINGS Investor Presentation December 6, 2022 IMPORTANT DISCLOSURES This Presentation (together with oral statements made in connection herewith, the "Presentation") is for informational purpos es only to assist prospective investors in making their own evaluation with respect to the proposed business combination (the "Proposed Transaction ") between Legato Me rge r Corp.

SOUTHLAND HOLDINGS Investor Presentation December 6, 2022 IMPORTANT DISCLOSURES This Presentation (together with oral statements made in connection herewith, the "Presentation") is for informational purpos es only to assist prospective investors in m

Exhibit 99.1 SOUTHLAND HOLDINGS Investor Presentation December 6, 2022 IMPORTANT DISCLOSURES This Presentation (together with oral statements made in connection herewith, the "Presentation") is for informational purpos es only to assist prospective investors in making their own evaluation with respect to the proposed business combination (the "Proposed Transaction ") between Legato Me rge r Corp.

Form of Employment Agreement.

EX-10.12 3 legatomergerex10-12.htm EXHIBIT 10.12 Exhibit 10.12 EMPLOYMENT AGREEMENT BETWEEN Southland Holdings, Inc. AND [Employee] [Date] EMPLOYMENT AGREEMENT This EMPLOYEMENT AGREEMENT (“Agreement”) is made and entered into as of , 20 (the “Effective Date”), by and between Southland Holdings, Inc., a Delaware Corporation (the “Employer”), and (the “Employee”). Terms used herein with initial capi

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800

CORRESP 1 filename1.htm Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 Facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] December 5, 2022 FOIA CONFIDENTIAL TREATMENT REQUEST Confidential Treatment Requested by Legato Merger Corp. II 777 Third Avenue, 37th Floor New York, New York 10017 CERTAIN PORTION

Consent of Cassel Salpeter & Co., LLC

EX-99.7 6 legatomergerex99-7.htm EXHIBIT 99.7 Exhibit 99.7 CONSENT OF CASSEL SALPETER & CO., LLC Legato Merger Corp. II 777 Third Avenue 37th Floor New York, NY 10017 Attention: Board of Directors RE: Proxy Statement / Prospectus of Legato Merger Corp. II (“Legato”), which forms part of Amendment No. 2 to the Registration Statement on Form S-4 of Legato (the “Registration Statement”). Members of t

As filed with the Securities and Exchange Commission on December 5, 2022

As filed with the Securities and Exchange Commission on December 5, 2022 No. 333-267393 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-4/A 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 incorporation or organization) (P

Form of Amended and Restated Registration Rights Agreement.

EX-10.11 2 legatomergerex10-11.htm EXHIBIT 10.11 Exhibit 10.11 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , is made and entered into by and among (a) Southland Holdings, Inc., a Delaware corporation (the “Company”), (b) the undersigned initial stockholders of the Company (together with their respective

Consent of Zukin Certification Services, LLC

Exhibit 99.8 CONSENT OF Zukin Certification Services, LLC Legato Merger Corp. II 777 Third Avenue 37th Floor New York, NY 10017 RE: Proxy Statement / Prospectus of Legato Merger Corp. II (?Legato?), which forms part of the Registration Statement on Form S-4 of Legato (the ?Registration Statement?). Gentlemen: We hereby consent to (i) the inclusion of our reasonable basis review (?RBR?) report, dat

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Legato Merger Corp.

Southland Announces Third Quarter 2022 Results

Exhibit 99.1 Southland Announces Third Quarter 2022 Results GRAPEVINE, Texas, Nov. 21, 2022 (GLOBE NEWSWIRE) - Southland Holdings, LLC (?Southland?) announced financial results for the quarter ended September 30, 2022. ? Revenue of $335 million, an increase of 6% compared to the quarter ended September 30, 2021 ? Operating income increased 228% to $46.8 million for the three months ended September

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2022 LEGATO MERGER C

425 1 legatomercorp425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (

Southland Announces Third Quarter 2022 Results

Exhibit 99.1 Southland Announces Third Quarter 2022 Results GRAPEVINE, Texas, Nov. 21, 2022 (GLOBE NEWSWIRE) - Southland Holdings, LLC (?Southland?) announced financial results for the quarter ended September 30, 2022. ? Revenue of $335 million, an increase of 6% compared to the quarter ended September 30, 2021 ? Operating income increased 228% to $46.8 million for the three months ended September

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41090 LEGATO MERGER COR

Southland Awarded $59 Million Water Pipeline Project for the Eastern New Mexico Water Utility Authority

Exhibit 99.1 Southland Awarded $59 Million Water Pipeline Project for the Eastern New Mexico Water Utility Authority GRAPEVINE, Texas, Nov. 10, 2022 (GLOBE NEWSWIRE) - Southland Holdings, LLC (?Southland?) announced today that a subsidiary in its Civil segment, Oscar Renda Contracting, has been awarded a $59 million contract to construct a water pipeline project for the Eastern New Mexico Water Ut

Southland Awarded $59 Million Water Pipeline Project for the Eastern New Mexico Water Utility Authority

Exhibit 99.1 Southland Awarded $59 Million Water Pipeline Project for the Eastern New Mexico Water Utility Authority GRAPEVINE, Texas, Nov. 10, 2022 (GLOBE NEWSWIRE) - Southland Holdings, LLC (?Southland?) announced today that a subsidiary in its Civil segment, Oscar Renda Contracting, has been awarded a $59 million contract to construct a water pipeline project for the Eastern New Mexico Water Ut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 LEGATO MERGER C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inc

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inc

Southland Awarded $596 Million SR 23 Bridge Project over St. Johns River for the Florida Department of Transportation

Exhibit 99.1 Southland Awarded $596 Million SR 23 Bridge Project over St. Johns River for the Florida Department of Transportation GRAPEVINE, Texas, Nov. 8, 2022 (GLOBE NEWSWIRE) - Southland Holdings, LLC (?Southland?) announced today it has been awarded a $596 million contract to construct a new bridge over the St. Johns River near Jacksonville for the Florida Department of Transportation (?FDOT?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2022 LEGATO MERGER CO

425 1 legatomerger2425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (C

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Southland Awarded $596 Million SR 23 Bridge Project over St. Johns River for the Florida Department of Transportation

Exhibit 99.1 Southland Awarded $596 Million SR 23 Bridge Project over St. Johns River for the Florida Department of Transportation GRAPEVINE, Texas, Nov. 8, 2022 (GLOBE NEWSWIRE) - Southland Holdings, LLC (?Southland?) announced today it has been awarded a $596 million contract to construct a new bridge over the St. Johns River near Jacksonville for the Florida Department of Transportation (?FDOT?

Consent of Frankie “Frank” S. Renda to be named as a director of New Southland

Exhibit 99.2 Consent to be Named as a Director In connection with the filing by Legato Merger Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supp

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Legato Merger Corp.

List of subsidiaries of New Southland

EX-21.1 6 legatomergerex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of Registrant Name Percentage Ownership State of Organization Legato Merger Sub Inc. 100 % Delaware

Form of Legato Merger Corp. II Proxy Card.

Exhibit 99.1 PRELIMINARY PROXY LEGATO MERGER CORP. II 777 Third Avenue, 37th Floor New York, New York 10017 (212) 319-7676 ANNUAL MEETING YOUR VOTE IS IMPORTANT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING TO BE HELD ON [●], 2022 The undersigned, revoking any previous proxies relating to these shares with respect to the proposals set forth herein, hereby acknowledges re

Consent of Izilda “Izzy” Martins to be named as a director of New Southland

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Legato Merger Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supp

Promissory Note, dated November 30, 2016, to Frank S. Renda

Exhibit 10.14 Promissory Note Basic Information Effective Date: November 30, 2016 Borrower: Southland Holdings, LLC, a Texas limited liability company Borrower’s Mailing Address: 1100 Kubota Drive, Grapevine, Texas 76051 Lender: Frankie S. Renda Place for Payment: 1839 Broken Bend Drive, Westlake, Texas 76262 Principal Amount: $3,198,341 Annual Interest Rate: 1.29% Maturity Date: December 31, 2025

Consent of Zukin Certification Services, LLC

EX-99.10 16 legatomergerex99-8.htm EXHIBIT 99.10 Exhibit 99.8 CONSENT OF Zukin Certification Services, LLC Legato Merger Corp. II 777 Third Avenue 37th Floor New York, NY 10017 RE: Proxy Statement / Prospectus of Legato Merger Corp. II (“Legato”), which forms part of the Registration Statement on Form S-4 of Legato (the “Registration Statement”). Gentlemen: We hereby consent to (i) the inclusion o

Consent of Cassel Salpeter & Co., LLC

EX-99.9 15 legatomergerex99-7.htm EXHIBIT 99.9 Exhibit 99.7 CONSENT OF CASSEL SALPETER & CO., LLC Legato Merger Corp. II 777 Third Avenue 37th Floor New York, NY 10017 Attention: Board of Directors RE: Proxy Statement / Prospectus of Legato Merger Corp. II (“Legato”), which forms part of Amendment No. 1 to the Registration Statement on Form S-4 of Legato (the “Registration Statement”). Members of

Promissory Note, dated November 30, 2018, to Frank S. Renda

Exhibit 10.16 PROMISSORY NOTE $1,196,686 November 30, 2018 FOR VALUE RECEIVED, pursuant to the terms of this Promissory Note (this “Note”), SOUTHLAND HOLDINGS LLC, a Texas limited liability company (“Borrower”), promises to pay to the order of FRANK S. RENDA (“Lender”), at 608 Henrietta Creek Road, Roanoke, Texas 76262, or at such other place as may be designated by Lender, without setoff, the pri

Consent of Mario Ramirez to be named as a director of New Southland

EX-99.4 12 legatomergerex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Legato Merger Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registratio

Consent of Walter Timothy “Tim” Winn to be named as a director of New Southland

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Legato Merger Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supp

Promissory Note, dated November 30, 2018, to Rudolph V. Renda

Exhibit 10.15 PROMISSORY NOTE $1,196,686 November 30, 2018 FOR VALUE RECEIVED, pursuant to the terms of this Promissory Note (this “Note”), SOUTHLAND HOLDINGS LLC, a Texas limited liability company (“Borrower”), promises to pay to the order of RUDOLPH V. RENDA (“Lender”), at 608 Henrietta Creek Road, Roanoke, Texas 76262, or at such other place as may be designated by Lender, without setoff, the p

As filed with the Securities and Exchange Commission on October 26, 2022

As filed with the Securities and Exchange Commission on October 26, 2022 No. 333-267393 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4/A 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 incorporation or organization) (P

Consent of Michael “Kyle” Burtnett to be named as a director of New Southland

EX-99.6 14 legatomergerex99-6.htm EXHIBIT 99.6 Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Legato Merger Corp. II of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registratio

Promissory note, dated November 30, 2016, to Rudolph V. Renda

EX-10.13 2 legatomergerex10-13.htm EXHIBIT 10.13 Exhibit 10.13 Promissory Note Basic Information Effective Date: November 30, 2016 Borrower: Southland Holdings, LLC, a Texas limited liability company Borrower’s Mailing Address: 1100 Kubota Drive, Grapevine, Texas 76051 Lender: Rudy V. Renda Place for Payment: 1100 Kubota Drive, Grapevine, Texas 76051 Principal Amount: $2,762,140 Annual Interest Ra

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] October 26, 2022 FOIA CONFIDENTIAL TREATMENT REQUEST Confidential Treatment Requested by Legato Merger Corp. II 777 Third Avenue, 37th Floor New York, New York 10017 CERTAIN PORTIONS OF THIS LETTER AS FILE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2022 LEGATO MERGER CO

425 1 legatomerger2425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (C

Southland Awarded Two Gate Replacement Projects for the US Army Corps of Engineers Valued at $201 Million

Exhibit 99.1 Southland Awarded Two Gate Replacement Projects for the US Army Corps of Engineers Valued at $201 Million GRAPEVINE, Texas, Oct. 20, 2022 (GLOBE NEWSWIRE) - Southland Holdings, LLC (?Southland?) announced today that a subsidiary in its Transportation segment, American Bridge Company, has been awarded two gate replacement projects for the US Army Corps of Engineers: ? Center Hill Dam G

Southland Awarded Two Gate Replacement Projects for the US Army Corps of Engineers Valued at $201 Million

Exhibit 99.1 Southland Awarded Two Gate Replacement Projects for the US Army Corps of Engineers Valued at $201 Million GRAPEVINE, Texas, Oct. 20, 2022 (GLOBE NEWSWIRE) - Southland Holdings, LLC (“Southland”) announced today that a subsidiary in its Transportation segment, American Bridge Company, has been awarded two gate replacement projects for the US Army Corps of Engineers: ● Center Hill Dam G

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Southland Awarded $155 Million Elm Fork Water Treatment Plant Filter Complex in Dallas, Texas

Exhibit 99.1 Southland Awarded $155 Million Elm Fork Water Treatment Plant Filter Complex in Dallas, Texas GRAPEVINE, Texas, October 17, 2022 (GLOBE NEWSWIRE) - Southland Holdings, LLC (?Southland?) announced today that a subsidiary in its Civil segment, Oscar Renda Contracting, has been awarded a $155 million contract to construct a water treatment plant filter complex for the City of Dallas. The

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2022 LEGATO MERGER CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Southland Awarded $155 Million Elm Fork Water Treatment Plant Filter Complex in Dallas, Texas

Exhibit 99.1 Southland Awarded $155 Million Elm Fork Water Treatment Plant Filter Complex in Dallas, Texas GRAPEVINE, Texas, October 17, 2022 (GLOBE NEWSWIRE) - Southland Holdings, LLC (?Southland?) announced today that a subsidiary in its Civil segment, Oscar Renda Contracting, has been awarded a $155 million contract to construct a water treatment plant filter complex for the City of Dallas. The

Southland Awarded $243 Million Florida Department of Transportation US 19 Pinellas County Roadway Project

EX-99.1 2 legatomerger2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Southland Awarded $243 Million Florida Department of Transportation US 19 Pinellas County Roadway Project GRAPEVINE, Texas, 10/13/2022 (GLOBE NEWSWIRE) - Southland Holdings, LLC (“Southland”), announced today that a subsidiary in its Transportation segment, Johnson Bros., has been awarded a $243 million contract to construct the US 19 Pin

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2022 LEGATO MERGER CO

425 1 legatomerger2425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (C

Southland Awarded $243 Million Florida Department of Transportation US 19 Pinellas County Roadway Project

EX-99.1 2 legatomerger2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Southland Awarded $243 Million Florida Department of Transportation US 19 Pinellas County Roadway Project GRAPEVINE, Texas, 10/13/2022 (GLOBE NEWSWIRE) - Southland Holdings, LLC (“Southland”), announced today that a subsidiary in its Transportation segment, Johnson Bros., has been awarded a $243 million contract to construct the US 19 Pin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2022 LEGATO MERGER CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Southland Awarded and Given Notice to Proceed on New Projects Valued at $290 million

Exhibit 99.1 Southland Awarded and Given Notice to Proceed on New Projects Valued at $290 million GRAPEVINE, TX, 10/12/2022 - Southland Holdings, LLC (?Southland?) announced today that it has been awarded and given notice to proceed on $290 million of new projects during the year to date, which consist of the following projects: Transportation Segment: ? Table Rock Bridge: $67 million steel plate

Southland Awarded and Given Notice to Proceed on New Projects Valued at $290 million

Exhibit 99.1 Southland Awarded and Given Notice to Proceed on New Projects Valued at $290 million GRAPEVINE, TX, 10/12/2022 - Southland Holdings, LLC (?Southland?) announced today that it has been awarded and given notice to proceed on $290 million of new projects during the year to date, which consist of the following projects: Transportation Segment: ? Table Rock Bridge: $67 million steel plate

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Inco

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of In

SOUTHLAND HOLDINGS INVESTOR PRESENTATION SEPTEMBER 19, 2022 IMPORTANT DISCLOSURES This Presentation (together with oral statements made in connection herewith, the "Presentation") is for informational purpos es only to assist prospective investors in

Exhibit 99.1 SOUTHLAND HOLDINGS INVESTOR PRESENTATION SEPTEMBER 19, 2022 IMPORTANT DISCLOSURES This Presentation (together with oral statements made in connection herewith, the "Presentation") is for informational purpos es only to assist prospective investors in making their own evaluation with respect to the proposed business combination (the "Proposed Transaction ") between Legato Me rge r Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2022 LEGATO MERGER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of In

SOUTHLAND HOLDINGS INVESTOR PRESENTATION SEPTEMBER 19, 2022 IMPORTANT DISCLOSURES This Presentation (together with oral statements made in connection herewith, the "Presentation") is for informational purpos es only to assist prospective investors in

Exhibit 99.1 SOUTHLAND HOLDINGS INVESTOR PRESENTATION SEPTEMBER 19, 2022 IMPORTANT DISCLOSURES This Presentation (together with oral statements made in connection herewith, the "Presentation") is for informational purpos es only to assist prospective investors in making their own evaluation with respect to the proposed business combination (the "Proposed Transaction ") between Legato Me rge r Corp

Consent of Zukin Certification Services, LLC

Exhibit 99.10 CONSENT OF Zukin Certification Services, LLC Legato Merger Corp. II 777 Third Avenue 37th Floor New York, NY 10017 RE: Proxy Statement / Prospectus of Legato Merger Corp. II (“Legato”), which forms part of the Registration Statement on Form S-4 of Legato (the “Registration Statement”). Gentlemen: We hereby consent to (i) the inclusion of our reasonable basis review (“RBR”) report, da

As filed with the Securities and Exchange Commission on September 12, 2022

As filed with the Securities and Exchange Commission on September 12, 2022 No. 333-[] SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 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 incorporation or organization) (Primary Standard Industr

Consent of Cassel Salpeter & Co., LLC

Exhibit 99.9 CONSENT OF CASSEL SALPETER & CO., LLC Legato Merger Corp. II 777 Third Avenue 37th Floor New York, NY 10017 Attention: Board of Directors RE: Proxy Statement / Prospectus of Legato Merger Corp. II (“Legato”), which forms part of the Registration Statement on Form S-4 of Legato (the “Registration Statement”). Members of the Board of Directors: We hereby consent to the inclusion of our

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Legato Merger Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41090 LEGATO MERGER CORP. II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2022 LEGATO MERGER CORP.

425 1 legatomerger2425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commi

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2022 LEGATO MERGER CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-41090 85-1783294 (State or Other Jurisdiction (Commission (IRS Employer of Incorpor

2

EX-99.1 2 legatomerger2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Forget Flying Taxis—Down-to-Earth Companies Are Now the Prime SPAC Targets With deal deadlines looming, industrial, manufacturing and other staid sectors have become more appealing By Will Feuer July 2, 2022 9:03 am ET Boring is better in the beaten-down world of SPACs right now. At the height of the boom in special-purpose acquisition co

2

EX-99.1 2 legatomerger2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Forget Flying Taxis—Down-to-Earth Companies Are Now the Prime SPAC Targets With deal deadlines looming, industrial, manufacturing and other staid sectors have become more appealing By Will Feuer July 2, 2022 9:03 am ET Boring is better in the beaten-down world of SPACs right now. At the height of the boom in special-purpose acquisition co