LEGATO MERGER CORP. II

The trust held approximately $283 million at the record date, and $9,660,000 of it is already committed to deferred underwriting commissions payable to EBC and other FINRA members. The pro-forma scenarios put 13,800,000 shares out at 50% redemption for $140.7 million at an estimated $10.20 per share, and 27,600,000 shares at maximum redemption. Cassel Salpeter's analyses implied equity value ranges of roughly $409.8-508.3 million and $407-537.2 million for Southland against that $463 million. Founder shares total 7,140,000: 6,900,000 founder plus 240,000 EBC founder shares.

Consideration is expressed against membership interests stated as percentages rather than share counts, so each Southland holder's entitlement is a proportion of a fixed pool of New Southland stock rather than a per-share ratio. The target is a group of six operating subsidiaries — Johnson Bros. Corporation, American Bridge Company, Oscar Renda Contracting, Inc., Southland Contracting, Inc., Mole Constructors, Inc. and Heritage Materials, LLC — working in bridges, tunneling, transportation, marine, facility and water pipeline construction.

Consideration is formula-stated rather than share-stated: each Southland member receives stock equal to $343 million divided by $10.15, times its percentage of the membership interests; an earnout of $105 million divided by $10.15 in shares on adjusted EBITDA targets; and $50 million of cash. The $10.15 is the agreement's own divisor, not a trust value. The cash leg has an escape: up to $50 million held by Southland or its subsidiaries may be distributed to the members instead, either because the Trust Account is short or because Southland simply elects to make the distribution before closing.

The redemption price moved between versions: this one assumes $10.16 per share against $10.20 in Amendments 3 and 4, and it leaves the record-date trust balance as '$___ million' where those state approximately $283 million. The deferred underwriting commission of $9,660,000 is payable here to EBC alone; the later versions say EBC and other FINRA members. Southland itself is closely held — Frank S. Renda 64%, Tim Winn 18% and Rudy V. Renda 18% of the membership interests — and Legato II's insiders hold 22.3% of its common stock at the record date.

What changed: Southland Holdings filed as Exhibit 10.2 a Second Amendment to Term Loan and Security Agreement entered into as of August 13, 2026 with a retroactive effective date as of March 17, 2026, among Southland Holdings LLC as borrower, Southland Holdings, Inc. and numerous subsidiary and joint-venture guarantors, the lenders, and Alana Porrazzo of Jennings, Haug, Keleher, McLeod & Waterfall LLP in her capacity as Trustee of the Southland Collateral Trust as agent. Why it matters: The entire operative body of the loan agreement is replaced rather than amended in parts, and it is backdated five months, so the terms in force since March 17, 2026 are those in Annex A rather than the previously filed text. The lender group is a syndicate of surety carriers acting through a collateral trust, while the restated agreement's own title page still names a different agent — a reader must work from Annex A itself to know the current terms.

What changed: Q2 2026 10-Q of Southland Holdings, Inc. (NYSE American: SLND), with 54,435,257 shares of common stock outstanding as of August 4, 2026. The cautionary note identifies among its subjects the company's ability to meet future liquidity requirements, maintain adequate working capital and comply with restrictive covenants on long-term indebtedness, to maintain adequate bonding capacity, to obtain additional capital including through debt and capital markets, and to maintain its NYSE American listing. Why it matters: This summary is drawn from the cover page and cautionary note of the report; the financial statements are not covered here. The company's Q2 2026 figures are stated in its earnings release filed the same day (accession 0001829126-26-008712).

What changed: Exhibit 99.1 to an 8-K of Southland Holdings, Inc. (NYSE American: SLND): the August 12, 2026 press release reporting Q2 2026 results. Revenue fell 47.4% to $113,306 thousand from $215,382 thousand, and the result swung to a gross loss of $(71,233) thousand from a gross profit of $12,968 thousand, a gross margin of (62.9)% against 6.0%. Why it matters: Almost the entire revenue decline and gross loss is a non-cash re-estimate of claim recoveries on work already performed, not a fall in activity. The financing agreement and credit amendment with the sureties are described as still being negotiated.