Legato Merger Corp III 2025年度报告

FORM 10-K ☒Annual Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended November 30, 2025 ☐Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ___________ to ___________ Commission File Number 001-41945 Legato Merger Corp. III(Exact name of registrant as specified in its charter) Cayman Islands98-1761148(State or Other Jurisdictionof Incorporation)(I.R.S. EmployerIdentification No.) (212) 319-7676(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the Exchange Actof 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirement for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant, as of May31, 2025, thelast day of the registrant’s most recently completed second fiscal quarter, was $213,727,500 (based on the closing price for shares ofthe registrant’s common stock as reported by the New York Stock Exchange on May31, 2025 ($10.62)). As of February10, 2026, 25,799,375 Ordinary Shares, par value $0.0001 per share, were issued and outstanding. Documents Incorporated by Reference: None. LEGATO MERGER CORP. IIIFORM 10-K TABLE OF CONTENTS PART IItem 1.Business1Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments34Item 1C.Cybersecurity34Item 2.Property35Item 3.Legal Proceedings35Item 4.Mine Safety Disclosures35 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities36Item 6.[Reserved]36Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations37Item 7A.Quantitative and Qualitative Disclosures About Market Risk41Item 8.Financial Statements and Supplementary Data41Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure41Item 9A.Controls and Procedures41Item 9B.Other Information42Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections42 Item 10.Directors and Executive Officers of the Registrant43Item 11.Executive Compensation49Item 12.Security Ownership of Certain Beneficial Owners and Management and Related ShareholderMatters50Item 13.Certain Relationships and Related Transactions, and Director Independence52Item 14.Principal Accounting Fees and Services54 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS; SUMMARY OF RISK FACTORS Certain statements in this Annual Report on Form 10-K (the “Annual Report”) of Legato Merger Corp. III (the “Company,” “we,”“us,