Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian Pratt was appointed as Director at Southland Holdings, Inc..
- Action
- became a director
- Role
- Director
Exact text from the filing
Gregory Monahan and Brian Pratt, two former directors of Legato II, became directors of the Company as of the Closing.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory Monahan was appointed as Director at Southland Holdings, Inc..
- Action
- became a director
- Role
- Director
Exact text from the filing
Gregory Monahan and Brian Pratt, two former directors of Legato II, became directors of the Company as of the Closing.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Southland Holdings, Inc.: Filed Second A&R Charter with Delaware Secretary of State.
- Change
- charter amendment
Exact text from the filing
On the Closing Date, the Company filed the Second A&R Charter with the Secretary of State of the State of Delaware.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Southland Holdings, Inc.: Company ceased to be a shell company due to business combination.
- Change
- shell status
Exact text from the filing
the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Southland Holdings, Inc.: Adopted Amended and Restated Bylaws.
- Change
- bylaw amendment
Exact text from the filing
upon the Closing, pursuant to the terms of the Merger Agreement, the Company adopted the Amended and Restated Bylaws
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.99
Southland Holdings, Inc. underwent a change of control involving Southland Holdings LLC for 33,793,111 shares of common stock issued to former members of Southland in exchange for their membership interests (closed 2023-02-14).
- Action
- change of control
- Counterparty
- Southland Holdings LLC
- Consideration
- 33,793,111 shares of common stock issued to former members of Southland in exchange for their membership interests
- Closing
- 2023-02-14
Exact text from the filing
as the “ Business Combination ”, and the consummation of the Business Combination on the Closing Date is referred to herein as the “ Closing ”. At Closing, the Company issued 33,793,111 shares of common stock (“ Common Stock ”) to the former members of Southland (“ Southland Members ”) in exchange for their membership interests in Southland (“ Southland
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Southland Holdings, Inc. entered into Amended and Restated Registration Rights Agreement with certain Southland Members, the Initial Stockholders, and EarlyBirdCapital, Inc..
- Action
- entry
- Counterparty
- certain Southland Members, the Initial Stockholders, and EarlyBirdCapital, Inc.
Exact text from the filing
the Company, certain Southland Members, the Company’s stockholders prior to its initial public offering (the “ Initial Stockholders ”), including each of Legato II’s officers and directors, and EarlyBirdCapital, Inc. (“ EBC ”) entered into the Amended and Restated Registration Rights Agreement (the “ Amended and Restated Registration Rights Agreement ”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Southland Holdings, Inc. shareholders approved To approve amendments to the Prior Charter, to: a. increase the number of authorized shares of Common Stock from 50 million shares to 500 million shares and increase the number of authorized shares of Preferred Stock from one million shares to 50 million shares. at the 2023-02-14 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-02-14
Exact text from the filing
For Against Abstain Broker Non-Votes 21,519,667 3,216,386 0 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Southland Holdings, Inc. shareholders approved To approve the Incentive Plan. at the 2023-02-14 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-02-14
Exact text from the filing
For Against Abstain Broker Non-Votes 21,519,665 3,216,338 0 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Southland Holdings, Inc. shareholders approved To approve and adopt the Merger Agreement, and the Transactions, including the Merger and the issuance of shares of Common Stock to the Southland Members in the Merger. at the 2023-02-14 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-02-14
Exact text from the filing
For Against Abstain Broker Non-Votes 24,519,067 3,216,386 600 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Southland Holdings, Inc. shareholders approved To approve amendments to the Prior Charter, to: b. change Legato II’s name from “Legato Merger Corp. II” to “Southland Holdings, Inc.” at the 2023-02-14 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-02-14
Exact text from the filing
For Against Abstain Broker Non-Votes 21,519,667 3,216,386 0 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Southland Holdings, Inc. shareholders approved To elect seven directors to the board of directors of the Company to serve following the consummation of the Transactions. at the 2023-02-14 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-02-14
Exact text from the filing
Director For Withheld Broker Non-Vote Mario Ramirez 19,609,870 2,542,386 2,583,797
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Southland Holdings, Inc. shareholders approved To approve amendments to the Prior Charter, to: c. remove the various provisions applicable only to special purpose acquisition companies that will no longer be applicable to Legato II after the consummation of the Transactions, including the elimination of Article VI. at the 2023-02-14 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-02-14
Exact text from the filing
For Against Abstain Broker Non-Votes 24,062,051 2 674,000 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Southland Holdings, Inc. shareholders approved To approve (a) the issuance of Legato II Common Stock in the Merger in an amount greater than 20% of the shares of Legato II Common Stock outstanding before such issuances and (b) the issuance of Legato II Common Stock resulting in a change of control of Legato II, as such approval is required by th at the 2023-02-14 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-02-14
Exact text from the filing
For Against Abstain Broker Non-Votes 21,519,065 3,216,388 600 0
View on SEC.gov
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