UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June 17~~ October 14, 2021

LEGATO MERGER CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39906	85-1783294
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

777 Third Avenue, 37th Floor

New York, NY 10017

(Address of Principal Executive Offices) (Zip Code)

(212) 319-7676

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock and one redeemable warrant	LEGOU	The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share	LEGO	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	LEGOW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 75.0107. ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders.

AsOn ~~previously~~October ~~disclosed~~14, 2021, Legato Merger Corp., (“Legato”) held a ~~Delaware~~special ~~corporation~~meeting of stockholders (“~~Legato~~Meeting”), ~~entered~~which was called to approve the proposal relating to the entry into anand consummation of the Agreement and Plan of Merger, ondated as of May 24, 2021 (the “Merger Agreement”), ~~with~~by and among Legato, Algoma Steel Group Inc. (formerly known as 1295908 B.C. Ltd.), a corporation organized under the laws of the Province of British Columbia ~~corporation~~ (“Algoma”), and Algoma Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Algoma (“Merger Sub”). An aggregate of 22,428,133 shares of Legato’s common stock, which represents a quorum of the outstanding common stock entitled to vote as of the record date of August 18, 2021, were represented in person or by proxy at the Meeting.

OnLegato’s ~~June~~stockholders ~~17, 2021, Algoma~~voted ~~issued~~on athe ~~press~~following ~~release~~proposal ~~announcing~~at ~~its audited results for~~ the ~~year ended March 31~~Meeting, ~~2021.~~which ~~The~~was ~~press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.~~approved:

~~Attached~~(1) ~~as Exhibit~~Proposal 99No.2 1 — ~~hereto~~The isMerger anProposal — ~~updated~~to ~~form~~consider ofand ~~investor~~vote ~~presentation~~upon a proposal to approve and adopt the Merger Agreement and the transactions contemplated therein, pursuant to which ~~may~~Merger beSub ~~used~~will bymerge ~~Legato~~with and into Legato, with Legato surviving as a wholly-owned subsidiary of Algoma, inand ~~presentations~~with ~~regarding~~the securityholders of Legato becoming securityholders of Algoma (the ~~proposed~~“Merger”). The ~~business~~following ~~combination.~~is a tabulation of the votes with respect to this proposal, which was approved by Legato’s stockholders:

The information set forth under this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (“Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such filing.

For		Against		Abstain		Broker Non-Votes
20,669,963		1,756,665		1,505		0

~~Cautionary~~Prior ~~Note~~to ~~Regarding~~the ~~Forward~~Meeting, holders of an ~~Looking~~aggregate ~~Statements~~of 716 shares of Legato’s common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10 per share, or an aggregate of approximately $7,160.

~~Neither~~Item ~~Legato, Algoma nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K~~7.01 ~~This~~Regulation ~~Current~~FD ~~Report on Form 8-K is not intended to be all-inclusive or to contain all the information that a person may desire in considering the proposed Transactions discussed herein~~Disclosure. ~~It is not intended to form the basis of any investment decision or any other decision in respect of the proposed Transactions.~~

~~This~~On ~~Current~~October Report on Form 8-K and the exhibits furnished herewith include “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed transactions between Legato and Algoma14, ~~including statements regarding the benefits of the transaction~~2021, ~~the anticipated timing of the~~ ~~Transactions,~~Legato ~~the~~issued ~~business~~a ofpress ~~Algoma~~release ~~and~~announcing the ~~markets in which it operates. Legato’s and Algoma’s actual~~ results ~~may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions~~ of ~~future events. These forward-looking statements generally are identified by~~ the words “aspire,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “will be,” “will continue,” “will likely result,” “could,” “should,” “believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,” “strategy,” and similar expressions are intended to identify such forward-looking statementsMeeting. ~~These forward-looking~~The ~~statements~~press ~~include,~~release ~~without~~is ~~limitation,~~attached ~~Legato’s~~hereto ~~and~~as ~~Algoma’s~~Exhibit ~~expectations with respect to future performance and anticipated financial impacts of the proposed Transactions~~99.1.

~~These~~The ~~forward-looking~~information ~~statements~~set ~~involve significant~~forth ~~risks~~under ~~and~~this ~~uncertainties~~Item ~~that could cause the actual results to differ materially from the expected results~~7.01 ~~Most~~is ofintended ~~these factors are outside Legato’s and Algoma’s control and are difficult~~ to ~~predict. Factors that may cause such differences include, but are not limited to: the risk that the benefits of the Merger may not~~ be ~~realized;~~furnished ~~the~~and ~~risk~~shall ~~that the Merger may~~ not be ~~completed~~deemed in“filed” afor ~~timely manner~~purposes orof atSection 18 ~~all, which may adversely affect the price~~ of ~~Legato’s securities;~~ the ~~failure~~Securities Exchange toAct ~~satisfy the conditions to the consummation~~ of ~~the Merger~~1934, ~~including~~as ~~the~~amended ~~failure~~(“Exchange ofAct”) ~~Legato’s stockholders to approve and adopt the Merger Agreement~~ or ~~the~~otherwise ~~failure~~subject ~~of Legato~~ to ~~satisfy~~ the ~~Minimum~~liabilities ~~Cash Condition following redemptions by its stockholders; the inability to complete the PIPE; the occurrence~~ of ~~any~~ ~~event, change or other circumstance~~ that ~~could~~section, ~~give~~nor ~~rise to the termination of the Merger Agreement; the outcome of any legal proceedings~~shall ~~that~~it ~~may~~ be ~~initiated~~deemed ~~following~~incorporated ~~announcement~~by ofreference ~~the~~in ~~Merger;~~any ~~the~~filing ~~combined~~under ~~company’s continued listing on Nasdaq and application to list on~~ the ~~TSX~~Securities ~~after~~Act ~~closing~~ of ~~the~~1933, ~~proposed business combination; the risk that the proposed transaction disrupts current plans and operations of Algoma~~ as aamended, ~~result of the announcement and consummation of the Merger; costs related to the Merger; changes in applicable laws~~ or ~~regulations;~~ the ~~possibility~~Exchange ~~that the combined company may be adversely affected by other economic~~Act, ~~business,~~except ~~and/or competitive factors; the impact of COVID-19 or other adverse public health developments; and other risks and uncertainties that will be detailed in the Proxy Statement/Prospectus (~~as ~~defined below) and as indicated from time to time in Legato’s filings with the SEC. These filings~~expressly ~~identify~~set ~~and~~forth ~~address~~by ~~other~~specific ~~important~~reference ~~risks and uncertainties that could cause actual events and results to differ materially from those contained~~ in ~~the~~such ~~forward-looking statements~~filing.

Legato and Algoma caution that the foregoing list of factors is not exclusive. Legato and Algoma caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither Legato nor Algoma undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Additional Information and Where to Find It

This document is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction and does not constitute an offer to sell, buy, or exchange or the solicitation of an offer to sell, buy, or exchange any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, purchase, or exchange of securities or solicitation of any vote or approval in any jurisdiction in contravention of applicable law.

In connection with the proposed transaction between Algoma and Legato, Algoma will file with the SEC a registration statement on Form F-4 which will include Algoma’s prospectus as well as Legato’s proxy statement (the “Proxy Statement/Prospectus”). Legato plans to mail the definitive Proxy Statement/Prospectus to its stockholders in connection with the transaction. INVESTORS AND SECURITYHOLDERS OF LEGATO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ALGOMA, LEGATO, THE TRANSACTION AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Algoma and Legato through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of the documents filed with the SEC on Legato’s website at https://legatomerger.com or by directing a written request to Legato at 777 Third Avenue, 37th Floor, New York, NY 10017 or by contacting Algoma at 705.206.1022 or brenda.stenta@algoma.com.

Participants in the Solicitation

Legato, Algoma and certain of their respective directors, executive officers, and employees may be considered to be participants in the solicitation of proxies in connection with the transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Legato in connection with the transaction, including a description of their respective direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus described above when it is filed with the SEC. Additional information regarding Legato’s directors and executive officers can also be found in Legato’s final prospectus dated January 19, 2021 and filed with the SEC on January 21, 2021. These documents are available free of charge as described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
99.1		~~Algoma~~ Press Release ~~dated June 17, 2021~~.
99.2		Investor Presentation.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 21, 2021	LEGATO MERGER CORP.
Dated: October 14, 2021	LEGATO MERGER CORP.
	By:	/s/ David D. Sgro
		David Sgro
		David D. Sgro
		Chief Executive Officer

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