Legato Merger Corp IV美股招股说明书(2026-01-26版)

$200,000,000Legato Merger Corp. IV20,000,000 Units Legato Merger Corp. IV is a Cayman Islands exempted company incorporated for the purpose of entering into a merger, shareexchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or morebusinesses or entities, which we refer to as a “target business.” Our efforts to identify a prospective target business will not be limitedto a particular industry or geographic region although we intend to initially focus on target businesses in the infrastructure, industrial,artificial intelligence, and technology industries. We do not have any specific business combination under consideration and we havenot (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions,formal or otherwise, with respect to such a transaction with us. This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one ordinaryshare and one-third of one warrant. Each whole warrant entitles the holder to purchase one ordinary share at a price of $11.50 pershare. Each warrant will become exercisable 30 days after the completion of an initial business combination and will expire on thefifth anniversary of our completion of an initial business combination, or earlier upon redemption; provided that the warrants willexpire earlier if we have not completed an initial business combination within the required time period and liquidate the trust accountin connection therewith. We have granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units to coverover-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion ofour initial business combination at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trustaccount, described below, as of twobusiness days prior to the consummation of our initial business combination, including interestearned on the funds held in the trust account and not previously released to us pursuant to permitted withdrawals (as described in thisprospectus), divided by the number of then outstanding ordinary shares that were sold as part of the units in this offering, which werefer to collectively throughout this prospectus as our public shares, subject to the limitations described herein. Notwithstanding the foregoing, if we seek shareholder approval of our initial business combination and we do not conductredemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a “group” (as defined under Section13 of the ExchangeAct), will berestricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our priorconsent.See“Summary—The Offering—Limitation onredemption rights of shareholders holding 15% or more of thesharessold in this offering if we hold shareholder vote” forfurther discussion on certain limitations on redemption rights. Table of Contents If we are unable to consummate an initial business combination within 24 months from the closing of this offering (or 27 months fromthe closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial businesscombination within 24 months from the closing of this offering), we will redeem 100% of the public shares for a pro rata portion of thetrust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trustaccount and not previously released to us (less up to $100,000 for our liquidation expenses), divided by the number of thenoutstanding public shares, subject to applicable law and as further described herein. However, we may hold a shareholder vote at any time to amend our amended and restated memorandum and articles of association toextend the amount of time we will have to consummate an initial business combination (as well as to delay or modify the substance ortiming of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within thetime periods described herein or with respect to any other provisions relating to shareholders’ rights or pre-initialbusiness combinationactivity), in which case we will provide our shareholders with the opportunity to redeem their shares in connection therewith. Forinstance, we could seek to modify the procedures a shareholder must follow to properly elect their redemption rights, although wehave no current intention to do so. We will not, however