Merger and Business Combination - Southland Holdings, Inc. completed a merger on February 14, 2023, resulting in 44,407,831 shares of Common Stock and 14,385,500 warrants outstanding[20]. - 25,193,748 shares of Legato II common stock were redeemed in connection with the Business Combination[16]. - The Business Combination resulted in the issuance of 33,793,111 shares of Common Stock to former Southland Members in exchange for their membership interests[19]. - Following the Business Combination, there are 44,407,831 shares of Common Stock and 14,385,500 Warrants outstanding, with Warrants exercisable at an exercise price of $11.50 per share[20]. - Prior to the Merger, Legato II did not engage in any operations or generate any revenue, operating as a "shell company" as defined under the Exchange Act[21]. Financial Reporting - The audited consolidated financial statements of Southland LLC are included in the Current Report on Form 8-K, expected to be filed on or about March 22, 2023[22]. - The audited consolidated financial statements of Southland LLC, the accounting predecessor, are expected to be filed with the SEC on or about March 22, 2023[22]. Strategic Focus and Operations - The company aims to enhance future operating and financial results through strategic expansions and monetization of services[10]. - Southland Holdings plans to maintain its listing on the NYSE and comply with regulations related to data privacy and insurance operations[10]. - The company anticipates the impact of the COVID-19 pandemic on its business and financial condition[10]. - Southland Holdings is focused on acquiring and protecting intellectual property while upgrading information technology systems[10]. - The company is committed to managing risks associated with operational changes and uncertainties in developing new business lines[10]. - Southland Holdings expects to respond effectively to general economic conditions and maintain key strategic relationships with partners[10].
LEGATO(LGTO) - 2022 Q4 - Annual Report