--- schema_version: "secwatch.filing_event.v1" accession: "0001829126-23-001536" form_type: "8-K" ticker: "SLND" cik: "0001883814" company_name: "Southland Holdings, Inc." filed_at: "2023-02-14T23:59:59+00:00" generated_at: "2026-06-19T14:36:39.029154+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # SPAC Legato Merger Corp. II closes merger with Southland Holdings; Southland members own 77.8% ## Summary - On Feb 14, 2023, Legato Merger Corp. II completed its business combination with Southland Holdings LLC; combined entity now Southland Holdings, Inc. (SLND). - Southland members received 33,793,111 shares (77.8% ownership) and $50M in 7% unsecured promissory notes due Feb 14, 2028. - SPAC redemptions of 25,296,280 shares at ~$10.30 per share; outstanding shares post-closing: 44,407,831. - New employment agreements: Frank Renda ($650k base), Tim Winn ($500k), Rudy Renda ($500k), Cody Gallarda ($400k); annual bonus target 80-200% of base. - Outstanding warrants: 14,385,500 (13.8M public, 585.5K private) exercisable at $11.50 per share. ## SEC filing metadata - accession: 0001829126-23-001536 - form_type: 8-K - ticker: SLND - cik: 0001883814 - company_name: Southland Holdings, Inc. - filed_at: 2023-02-14T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.02, 9.01, 3.03, 5.01, 5.02, 5.03, 5.06, 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/legato2_8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001829126-23-001536 - JSON: https://secwatch.observer/filing/0001829126-23-001536.json - Plain text: https://secwatch.observer/filing/0001829126-23-001536.txt ## Key facts - Executive change Brian Pratt was appointed as Director at Southland Holdings, Inc.. - Action: became a director - Role: Director source text: Gregory Monahan and Brian Pratt, two former directors of Legato II, became directors of the Company as of the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm - Executive change Gregory Monahan was appointed as Director at Southland Holdings, Inc.. - Action: became a director - Role: Director source text: Gregory Monahan and Brian Pratt, two former directors of Legato II, became directors of the Company as of the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm - Governance Changes Southland Holdings, Inc.: Filed Second A&R Charter with Delaware Secretary of State. - Change: charter amendment source text: On the Closing Date, the Company filed the Second A&R Charter with the Secretary of State of the State of Delaware. evidence_url: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm - Governance Changes Southland Holdings, Inc.: Company ceased to be a shell company due to business combination. - Change: shell status source text: the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm - Governance Changes Southland Holdings, Inc.: Adopted Amended and Restated Bylaws. - Change: bylaw amendment source text: upon the Closing, pursuant to the terms of the Merger Agreement, the Company adopted the Amended and Restated Bylaws evidence_url: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm - Material Agreements 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. source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm - Shareholder Votes 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 source text: For Against Abstain Broker Non-Votes 21,519,667 3,216,386 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm - Shareholder Votes 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 source text: For Against Abstain Broker Non-Votes 21,519,665 3,216,338 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm - Shareholder Votes 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 source text: For Against Abstain Broker Non-Votes 24,519,067 3,216,386 600 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm - Shareholder Votes 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 source text: For Against Abstain Broker Non-Votes 21,519,667 3,216,386 0 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm - Shareholder Votes 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 source text: Director For Withheld Broker Non-Vote Mario Ramirez 19,609,870 2,542,386 2,583,797 evidence_url: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm - Shareholder Votes 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 source text: For Against Abstain Broker Non-Votes 24,062,051 2 674,000 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm - Shareholder Votes 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 source text: For Against Abstain Broker Non-Votes 21,519,065 3,216,388 600 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1883814/000182912623001536/0001829126-23-001536-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.