Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
17 Maio 2021 - 5:01PM
Edgar (US Regulatory)
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OMB
APPROVAL
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OMB
Number:
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3235-0058
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Expires:
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February
28, 2022
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Estimated
average burden
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Hours
per form
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2.50
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION OF LATE FILING
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SEC
FILE NUMBER
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001-39906
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(Check
One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒
Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
For
Period Ended: March 31, 2021
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
☐
Transition Report on Form N-SAR
For
the Transition Period Ended: __________
Read
Instructions (on back page) Before Preparing Form. Please Print or Type.
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Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
PART I
– REGISTRANT INFORMATION
LEGATO
MERGER CORP.
Full Name
of Registrant
N/A
Former Name
if Applicable
777 Third
Avenue, 37th Floor
Address of
Principal Executive Office (Street and Number)
New York,
NY 10017
City, State
and Zip Code
PART II
– RULES 12b-25 (b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a)
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The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III
– NARRATIVE
State
below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion
thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)
On
April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued the “Staff Statement on
Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the
“SEC Statement”), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their
warrants. Legato Merger Corp. (the “Company”) is in the process of re-evaluating the accounting treatment of its warrants
as equity, and determining whether, based on the SEC Statement, any of such warrants should be, and should previously have been, classified
as a liability measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period.
Based
on the foregoing, the Company is unable to complete and file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 without
unreasonable effort and expense.
PART IV
– OTHER INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this notification
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David
D. Sgro
(Name)
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212
(Area
Code)
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319-7676
(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
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☒ Yes ☐ No
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(3)
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Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
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☐ Yes ☒ No
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
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LEGATO
MERGER CORP.
(Name
of Registrant as Specified in Charter)
has caused
this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 17, 2021
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By:
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/s/ David D. Sgro
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David D. Sgro, Chief Executive Officer
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INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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3
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