S-1/A 1 legatomerger4_s1a.htm S-1/A

As filed with the U.S. Securities and Exchange Commission on January 9, 2026.

Registration No. 333-292320

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

Legato Merger Corp. IV

(Exact name of registrant as specified in its charter)

Cayman Islands		6770		98-1880768
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Legato Merger Corp. IV

777 Third Avenue, 37^th Floor

New York, NY 10017

Tel: (212) 319-7676

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gregory Monahan, Chief Executive Officer

Legato Merger Corp. IV

777 Third Avenue, 37^th Floor

New York, NY 10017

Tel: (212) 319-7676

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David A. Miller

Jeffrey M. Gallant

Graubard Miller

The Chrysler Building

405 Lexington Avenue, 44^th Floor

New York, NY 10174

Tel: (212) 818-8800

Alexandra Low
Appleby (Cayman) Ltd.
9th Floor, 60 Nexus Way
Camana Bay Grand Cayman,
KY1-1104
Cayman Islands
Tel: (345) 949-4900

Mitchell S. Nussbaum, Esq.

Terry Bokosha, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Tel: (212) 407-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

Offering Price of $10.00		25% of Maximum Redemption				50% of Maximum Redemption				75% of Maximum Redemption				Maximum Redemption
NTBV		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV			Difference between NTBV and Offering Price
Assuming Full Exercise of Over-Allotment Option
$	7.15	$	6.54	$	3.46	$	5.59	$	4.41	$	3.85	$	6.15	$	(0.31	)	$	10.31
*Assuming No Exercise of Over-Allotment Option*
$	7.14	$	6.53	$	3.47	$	5.58	$	4.42	$	3.84	$	6.16	$	(0.30	)	$	10.30

	Per Unit		Total
Public offering price	$	10.00	$	200,000,000
Underwriting discounts and commissions⁽¹⁾	$	0.50	$	10,000,000
Proceeds, before expenses, to us	$	9.50	$	190,000,000

		Page
Prospectus Summary		1
Summary Financial Data		26
Risk Factors		27
Cautionary Note Regarding Forward Looking Statements		54
Use of Proceeds		55
Dividend Policy		58
Dilution		59
Capitalization		61
Management’s Discussion and Analysis of Financial Condition and Results of Operations		62
Proposed Business		66
Management		80
Principal Shareholders		92
Certain Transactions		95
Description of Securities		98
Shares Eligible for Future Sale		111
Taxation		113
Underwriting		123
Legal Matters		133
Experts		133
Where You Can Find Additional Information		133
Index to Financial Statements		F-1

Entity/Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
Initial Shareholders, including officers and directors	7,666,667 founder shares	$25,000

Initial Shareholders, including officers and directors	415,000 Private Units (or 435,500 private units if the underwriters’ over-allotment option is exercised in full) to be purchased simultaneously with the closing of this offering	$4,150,000 (or $4,350,000 if the underwriters’ over-allotment option is exercised in full)

Affiliate of Eric Rosenfeld	$25,000 per month	Office space and administrative services provided to us.

Officers	Repayment in cash	$94,225 under an unsecured, non-interest-bearing promissory note.

Gregory Monahan and Adam Jaffe	Payment in cash for our Chief Executive Officer and Chief Financial Officer, respectively	$5,000 per month each

Initial Shareholders and our officers or directors, or affiliates thereof	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.	Expenses incurred in connection with identifying, investigating and completing an initial business combination.

Initial Shareholders and our officers or directors, or affiliates thereof	Up to 150,000 private units upon conversion of up to $1,500,000 in working capital loans, if any, at $10.00 per unit, or repayment in cash	Working capital loans to finance transaction costs in connection with an initial business combination

Initial Shareholders and our officers or directors, or affiliates thereof	Payment in cash or securities	Payment of customary consulting, success or finder fees in connection with the consummation of an initial business combination

Subject Securities	Expiration Date	Persons Subject to Restrictions	Exceptions to Transfer Restrictions
Founder Shares	The earlier of (i) the 180-day anniversary of the date of the consummation of our initial business combination, (ii) the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following the consummation of our initial business combination with respect to 50% of the founder shares and (iii) subsequent to our initial business combination, if we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property	Initial Shareholders	Transfers permitted to (i) any officer, director, employee, including any family member or affiliate of such officer, director, or employee; (ii) by private sales or transfers made at or prior to the consummation of an initial business combination at prices no greater than the price at which the securities were originally purchased; (iii) in the event of our liquidation prior to the completion of our initial business combination; and (iv) in the event of our completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property subsequent to the completion of our initial business combination

Private Placement Units (and Underlying Securities)	Completion of our initial business combination	Initial shareholders and transferees	Same as above

Securities offered		20,000,000 units, at $10.00 per unit, each unit consisting of one ordinary share and one-third of one warrant, each whole warrant to purchase one ordinary share.

		We structured each unit to contain one-third of one warrant, with each whole warrant exercisable for one ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of an initial business combination, thus making us, we believe, a more attractive initial business combination partner for target businesses.

Listing of our securities and proposed symbols		We intend to apply to have our units, and the ordinary shares and warrants once they begin separate trading, listed on the NYSE under the symbols “LEGO U,” “LEGO” and “LEGO WS,” respectively.

Trading commencement and separation of ordinary shares and warrants		The units will begin trading on or promptly after the date of this prospectus. The ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless BTIG informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release and filed a Current Report on Form 8-K announcing when such separate trading will begin.

		Once the ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase a multiple of three units, the number of warrants issuable to you upon separation of the units will be rounded down to the nearest whole number of warrants.

		In no event will the ordinary shares and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place two business days from the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option. We will also include in a Form 8-K, or amendment thereto, information indicating if BTIG, Inc. has allowed separate trading of the ordinary shares and warrants prior to the 52nd day after the date of this prospectus.

Units:

Number outstanding before this offering		0 units

Number to be sold in private placement		515,000 units

Number outstanding after this offering and private placement		20,515,000 units

Ordinary shares:

Number outstanding before this offering		7,716,667 shares⁽¹⁾

Number to be sold in private placement		515,000 shares

Number to be outstanding after this offering and private placement		27,231,667 shares⁽²⁾

Warrants:

Number outstanding before this offering		0 warrants

Number to be sold in private placement		171,667 warrants

Number to be outstanding after this offering and private placement		6,838,333 warrants

Exercisability		Each whole warrant is exercisable for one ordinary share at a price of $11.50 per share and only whole warrants are exercisable. Therefore, you must purchase three units in order to receive a whole warrant. The warrants will become exercisable 30 days after the completion of an initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption or liquidation of the company; provided that the warrants will expire earlier if we have not completed an initial business combination within the required time period and liquidate the trust account in connection therewith.

(1)	Represents 7,666,667 founders’ shares and 50,000 representative founder shares. The 7,666,667 founders’ shares includes an aggregate of up to 1,000,000 founders’ shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters in full.
(2)	Assumes the over-allotment option has not been exercised and an aggregate of 1,000,000 founders’ shares have been forfeited.

Exercise price		$11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional ordinary shares or equity-linked securities.

		No warrants will be exercisable for cash unless we have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Redemption		We may redeem the outstanding warrants in whole and not in part, at a price of $0.01 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the last sales price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending three business days before we send the notice of redemption; and if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants.

		If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the ordinary shares may fall below the $18.00 trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.

		If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the ordinary shares for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Securities purchased, or being purchased, by insiders in connection with this offering		Our initial shareholders have purchased an aggregate of 7,666,667 founders’ shares for an aggregate purchase price of $25,000. The 7,666,667 founders’ shares held by our initial shareholders includes an aggregate of up to 1,000,000 ordinary shares subject to forfeiture to the extent that the over-allotment option is not exercised by the underwriters in full or in part. Our initial shareholders will be required to forfeit only a number of ordinary shares necessary to continue to maintain the 25.0% ownership interest in our ordinary shares after giving effect to the offering and exercise, if any, of the underwriters’ over-allotment option (excluding the private shares, representative founder shares and any shares included in units purchased by them in this offering). The founders’ shares are identical to the ordinary shares included in the units being sold in this offering. However, our initial shareholders and officers and directors have agreed (A) to vote any shares owned by them in favor of any proposed business combination, (B) not to convert any shares for a pro rata portion of the trust account in connection with a shareholder vote to approve a proposed initial business combination or sell any shares to us in a tender offer in connection with a proposed initial business combination or in connection with certain amendments to our amended and restated memorandum and articles of association prior to a business combination and (C) that the founders’ shares will not participate in any liquidating distributions from our trust account upon winding up if a business combination is not consummated.

		Simultaneously with the consummation of this offering, our initial shareholders and BTIG have committed that they and/or their designees will purchase an aggregate of 515,000 private units at $10.00 per private unit for a total purchase price of $5,150,000 pursuant to subscription agreements with us. They have also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they will purchase from us an additional number of private units (up to a maximum of 35,000 private units at a price of $10.00 per private unit) in an amount necessary to maintain in the trust account $10.00 per unit sold to the public in this offering. These additional private units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over-allotment option. The private units (and underlying private shares and private warrants) are identical to the units (and underlying shares and warrants) sold in this offering. For as long as the private warrants are held by BTIG or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement of which this prospectus forms a part. Furthermore, our initial shareholders have agreed to vote the p

Amendment: SEC Form S-1/A filed by Legato Merger Corp.