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LEGATO MERGER CORP. III

Date Filed : Feb 09, 2024

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SC 13G1d710624dsc13g.htmSC 13GSC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

Legato MergerCorp. III

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G5451A129**

(CUSIPNumber)

February 6, 2024

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box todesignate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this formwith respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

**

As of the date of this Schedule 13G, a CUSIP number for the issuer’s Ordinary Shares, par value $0.0001per share (the “Public Shares”), is not available. Initially, each of the Public Shares and warrants to purchase Public Shares will trade as a unit. See item 2(e) for the CUSIP number for the issuer’s units.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose ofSection 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP: G5451A129

Page 2 of 7

 

 1  

 NAMES OF REPORTING PERSONS

 

 Spring Creek Capital, LLC

 2 

 CHECK THE APPROPRIATE BOX IF AMEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3 

 SEC USE ONLY

 

 4 

 CITIZENSHIP OR PLACE OFORGANIZATION

 

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  5   

 SOLE VOTING POWER

 

 1,200,000 (1)

  6  

 SHARED VOTING POWER

 

 0

  7  

 SOLE DISPOSITIVE POWER

 

 1,200,000 (1)

  8  

 SHARED DISPOSITIVE POWER

 

 0

 9  

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 1,200,000 (1)

10 

 CHECK BOX IF THE AGGREGATEAMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11 

 PERCENT OF CLASS REPRESENTED BYAMOUNT IN ROW (9)

 

 5.34%

12 

 TYPE OF REPORTING PERSON

 

 OO

 

(1)

Represents 1,200,000 Ordinary Shares, par value $0.0001 per share (“Public Shares”), of Legato MergerCorp. III (the “Issuer”).

CUSIP: G5451A129

Page 3 of 7

 

 1  

 NAMES OF REPORTING PERSONS

 

 Koch Industries, Inc.

 2 

 CHECK THE APPROPRIATE BOX IF AMEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3 

 SEC USE ONLY

 

 4 

 CITIZENSHIP OR PLACE OFORGANIZATION

 

 Kansas

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  5   

 SOLE VOTING POWER

 

 1,200,000 (1)

  6  

 SHARED VOTING POWER

 

 0

  7  

 SOLE DISPOSITIVE POWER

 

 1,200,000 (1)

  8  

 SHARED DISPOSITIVE POWER

 

 0

 9  

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 1,200,000 (1)

10 

 CHECK BOX IF THE AGGREGATEAMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11 

 PERCENT OF CLASS REPRESENTED BYAMOUNT IN ROW (9)

 

 5.34%

12 

 TYPE OF REPORTING PERSON

 

 CO

 

(1)

Represents 1,200,000 Public Shares held by Spring Creek Capital, LLC. These Issuer securities may be deemed tobe beneficially owned by Koch Industries, Inc. by virtue of its indirect ownership of Spring Creek Capital, LLC.

CUSIP: G5451A129

Page 4 of 7

 

Item 1(a). Name of Issuer: Legato Merger Corp. III (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Officers: 777 Third Avenue, 37th Floor,New York, New York 10017

Item 2(a). Name of Person Filing:

Spring Creek Capital, LLC (“Spring Creek”)

SCCHoldings, LLC (“SCC”)

KIM, LLC (“KIM”)

Koch Investments Group, LLC (“KIG”)

Koch InvestmentsGroup Holdings, LLC (“KIGH”)

Koch Industries, Inc. (“Koch Industries”)

(Each a “Reporting Person,” and collectively, the “Reporting Persons”).

Item 2(b). Address or Principal Business Office or, if None, Residence:

The principal business office for all Reporting Persons is:

4111 E. 37th Street North

Wichita, KS 67220

Item 2(c). Citizenship: See Item 4 of each cover page.

Item 2(d). Title of Class of Securities: Ordinary Shares, par value $0.0001 per share (“Public Shares”).

Item 2(e). CUSIP No.: G5451A129.

Item 3. Ifthis Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned:See Item 9 of each cover page.

(b) Percent of class: See Item 11 of each cover page. Calculated using 22,485,313 Public Shares outstanding as reported inthe Issuer’s Prospectus filed with the SEC on February 6, 2024 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, which assumes the over-allotment option has not been exercised and an aggregate of 656,250founders’ shares have been forfeited.

(c) Number of shares as to which the person has:

 

 (i)

Sole power to vote or to direct the vote: See Item 5 of each cover page.

 

 (ii)

Shared power to vote or to direct the vote: See Item 6 of each cover page.

 

 (iii)

Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

 

 (iv)

Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.

Spring Creek is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH isbeneficially owned by Koch Industries, in each case by means of ownership of all voting equity instruments.

Koch Industries, SCC, KIM, KIG, and KIGH maybe deemed to beneficially own the Public Shares held by Spring Creek by virtue of (i) Koch Industries’ beneficial ownership of KIGH, (ii) KIGH’s beneficial ownership of KIG, (iii) KIG’s beneficial ownership of KIM,(iv) KIM’s beneficial ownership of SCC and (v) SCC’s beneficial ownership of

CUSIP: G5451A129

Page 5 of 7

 

Spring Creek. The filing of this Schedule 13G shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, or Koch Industries is, for purposes of Sections 13(d) or 13(g) of theExchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.

Item 5. Ownership of 5 Percent or Less of a Class.

Not applicable.

Item 6. Ownership of Morethan 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or ControlPerson.

Not applicable.

Item 8.Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Notapplicable.

Item 10. Certifications.

Bysigning below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securitiesand were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under§240.14a-11.

CUSIP: G5451A129

Page 6 of 7

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forthin this statement is true, complete and correct.

 

Dated: February 9, 2024  
  Spring Creek Capital, LLC
  By: 

/s/ Raffaele G. Fazio

  Name: Raffaele G. Fazio
  Title: Vice President and Secretary
  SCC Holdings, LLC
  By: 

/s/ Raffaele G. Fazio

  Name: Raffaele G. Fazio
  Title: Secretary
  KIM, LLC
  By: 

/s/ Raffaele G. Fazio

  Name: Raffaele G. Fazio
  Title: Vice President and Secretary
  Koch Investments Group, LLC
  By: 

/s/ Raffaele G. Fazio

  Name: Raffaele G. Fazio
  Title: Secretary
  Koch Investments Group Holdings, LLC
  By: 

/s/ Raffaele G. Fazio

  Name: Raffaele G. Fazio
  Title: Secretary
  Koch Industries, Inc.
  By: 

/s/ Raffaele G. Fazio

  Name: Raffaele G. Fazio
  Title: Assistant Secretary

CUSIP: G5451A129

Page 7 of 7

 

EXHIBIT INDEX

 

Exhibit Number

  

Title

99.1  Joint Filing Agreement
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