Business Description

Note 1 — Organization and Plan of Business Operations Legato Merger Corp. III (the “Company”) was incorporated as an exempted company in the Cayman Islands on November 6, 2023 with the objective to acquire, through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, although it has focused its search on target businesses in the infrastructure, engineering and construction, industrial and renewables industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. At November 30, 2025, the Company had not yet commenced any operations. All activity through November 30, 2025 relates to the Company’s formation, the public offering described below and the search for a target business with which to consummate a Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on February 5, 2024. On February 8, 2024, the Company consummated the Initial Public Offering of 20,125,000 units (which included 2,625,000 units subject to the underwriters’ over-allotment option which was exercised in full on February 6, 2024) at $ 10.00 per Unit, generating gross proceeds of $ 201,250,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 555,625 units, at a price of $ 10.00 per unit in a private placement to certain holders of the Company’s founder shares (“Initial Shareholders”) and the underwriters in the Initial Public Offering, generating gross proceeds of $ 5,556,250 (“Private Units”), which is described in Note 4. Transaction costs amounted to $ 11,669,174 , consisting of $ 4,025,000 in underwriting fees, up to $ 7,043,750 of deferred underwriting fees and $ 600,424 of other offering costs. Additionally, the underwriters made a payment to the Company in an amount equal to $ 1,509,375 to reimburse the Company for certain expenses in connection with the Initial Public Offering and for expenses to be incurred by the Company. As of November 30, 2025, cash of $ 839,838 was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on February 8, 2024, $ 201,250,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) and is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (“Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the consummation of the Company’s initial Business Combination (ii) the redemption of any ordinary shares included in the Units being sold in the Initial Public Offering (“Public Shares”) that have been properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of its obligation to redeem 100% of such ordinary shares if it does not complete the initial Business Combination within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering) (“Combination Period”); and (iii) the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company.…