What is the market value and share count disclosed for LEGT?

The company reports aggregate market value of voting and non-voting common stock held by non-affiliates was $213,727,500 as of May 31, 2025, based on a $10.62 share price. As of February 10, 2026, there were 25,799,375 ordinary shares issued and outstanding.

Legato Merger Corp. III (LEGT) updates internal control disclosures in amended annual report

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Form Type

10-K/A

Rhea-AI Filing Summary

Legato Merger Corp. III filed an amended annual report to add more detail to its section on controls and procedures for the year ended November 30, 2025. Management, including the CEO and CFO, evaluated the company’s disclosure controls as of November 30, 2025 and concluded they were effective.

Management also assessed internal control over financial reporting using the COSO 2013 framework and determined it was effective as of December 31, 2025. The independent auditor did not provide an attestation report on internal control. The amendment notes there were no changes in internal controls during the most recent fiscal quarter that materially affected them.

How to Read a 10-K Annual Report →

04/13/2026 - 05:29 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended November 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 001-41945

Legato Merger Corp. III

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1761148
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

777 Third Avenue, 37^th Floor New York, NY		10017
(Address of Principal Executive Offices)		(Zip Code)

(212) 319-7676

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one ordinary share, $0.0001 par value, and one-half of one redeemable warrant	LEGT U	NYSE American
Ordinary Shares, par value $0.0001 per share	LEGT	NYSE American
Redeemable warrants, exercisable for ordinary shares at an exercise price of $11.50 per share	LEGT WS	NYSE American

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant, as of May 31, 2025, the last day of the registrant’s most recently completed second fiscal quarter, was $213,727,500 (based on the closing price for shares of the registrant’s common stock as reported by the New York Stock Exchange on May 31, 2025 ($10.62)).

As of February 10, 2026, 25,799,375 Ordinary Shares, par value $0.0001 per share, were issued and outstanding.

Documents Incorporated by Reference: None.

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) on Form 10-K/A amends the Annual Report on Form 10-K for the year ended November 30, 2025 of Legato Merger Corp. III (the “Company”), filed with the Securities and Exchange Commission on February 10, 2026 (the “Original Form 10-K”) to include certain additional disclosure in Item 9A of such Original Form 10-K.

Other than as set forth above, this Amendment does not reflect events occurring after the filing of the Original Form 10-K, and no other information in the Original Form 10-K is amended hereby. Other events or circumstances occurring after the date of the Original Form 10-K or other disclosures necessary to reflect subsequent events have not been updated subsequent to the date of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and our filings with the SEC subsequent thereto.

LEGATO MERGER CORP. III

FORM 10-K

TABLE OF CONTENTS

PART II
	Item 9A.	Controls and Procedures	1

PART IV
	Item 15.	Exhibits and Financial Statement Schedules	3

Signatures			5

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange Act Rules 13(a)-15(f). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S.

Our internal control over financial reporting includes those policies and procedures that:

	●	pertain to the maintenance of records, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

	●	provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the U.S.; and;

	●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets could have a material effect on the financial statements.

Due to its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect all misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system contains self-monitoring mechanisms, so actions will be taken to correct deficiencies as they are identified.

Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded our system of internal control over financial reporting was effective as of December 31, 2025.

This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC to permit us to provide only management’s report in this Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES

(a)

The following documents are filed as part of this report:

(1)

Financial Statements:

(2)

Financial Statement Schedules:

None.

(b)

The following Exhibits are filed as part of this report:

Exhibit No.		Description
2.1		Business Combination Agreement, dated November 12, 2025, by and among Einride AB, Einride Cayman Sub Limited and Legato Merger Corp. III.+

3.1		Amended and Restated Memorandum and Articles of Association.*

4.1		Specimen Unit Certificate.**

4.2		Specimen Ordinary Share Certificate.**

4.3		Specimen Warrant Certificate.**

4.4		Warrant Agreement between Equiniti Trust Company and the Registrant.*

4.5		Description of the Registrant’s Securities.***

10.1		Letter Agreement from each of the Registrant’s initial shareholders, officers and directors.**

10.2		Investment Management Trust Agreement between Equiniti Trust Company and the Registrant.*

10.3		Registration Rights Agreement.*

10.4		Form of Subscription agreement for private units by initial stockholders.**

10.5		Form of Subscription agreement for private units by the underwriters.**

10.6		Form of Indemnification Agreement.*

10.7		Administrative Services Agreement.*

10.8		Promissory Note.**

10.9		Form of Support Agreement (SPAC Founders).+

10.10		Form of Support Agreement (Einride Shareholders).+

10.11		Form of Lock-Up Agreement.+

14		Code of Ethics.**

19.1		Insider Trading Policy***

31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.****

31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.****

32.1		Certification of Principal Executive Officer and Principal Financial officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*****

97		Clawback Policy***

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

+	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 12, 2025.
*	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 6, 2024.
**	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (SEC File Nos. 333-275930).
***	Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended November 30, 2024.
****	Filed herewith
*****	Furnished herewith

SIGNATURES

Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 13^th day of April, 2026.

	LEGATO MERGER CORP. III

	By:	/s/ Gregory Monahan
		Gregory Monahan
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What does Legato Merger Corp. III (LEGT) change in this amended annual report?

The company amends its annual report to include additional disclosure in Item 9A on controls and procedures. It clarifies management’s evaluation of disclosure controls and internal control over financial reporting, without changing other previously reported financial or business information.

Were Legato Merger Corp. III’s disclosure controls effective for the 2025 period?

Yes. The CEO and CFO evaluated disclosure controls and procedures as of November 30, 2025 and concluded they were effective. These controls are designed to ensure required information is recorded, processed, summarized, and reported timely under SEC rules and communicated appropriately to management.

How did Legato Merger Corp. III assess internal control over financial reporting?

Management evaluated internal control over financial reporting using the COSO 2013 Internal Control–Integrated Framework. They concluded the system was effective as of December 31, 2025, providing reasonable assurance over the reliability of financial reporting and preparation of U.S. GAAP financial statements.

Did Legato Merger Corp. III’s auditors attest to its internal controls?

No. The amended report states it does not include an attestation report by the independent registered public accounting firm on internal control over financial reporting. Under SEC rules, management’s report is provided without a separate auditor attestation in this filing.

Were there any material changes in Legato Merger Corp. III’s internal controls recently?

The company reports there were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. Existing controls continue to operate with inherent limitations acknowledged by management.