Legato Merger Corp III 2026年季度报告

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended February 28, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-41945 LEGATO MERGER CORP. III(Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section12(b) of the Act: Check whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act during the past 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit 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 definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. 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 is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☒No☐ As of April14, 2026, there were 25,799,375 ordinary shares, par value $0.0001 per share, issued and outstanding. LEGATO MERGER CORP. III FORM 10-Q FOR THE QUARTER ENDED FEBRUARY28, 2026 TABLE OF CONTENTS PagePart I. Financial Information1Item 1. Condensed Interim Financial Statements1Condensed Balance Sheets as of February 28, 2026 (unaudited) and November 30, 20251Condensed Statements of Operations for the three months ended February 28, 2026 and 2025 (unaudited)2Condensed Statements of Changes in Shareholders’ Deficit for the three months ended February 28, 2026 and 2025(unaudited)3Condensed Statements of Cash Flows for the three months ended February 28, 2026 and 2025 (unaudited)4Notes to Unaudited Condensed Financial Statements5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 3. Quantitative and Qualitative Disclosures About Market Risk22Item 4. Controls and Procedures22Part II. Other Information23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds23Item 5. Other Information23Item 6. Exhibits24Part III. Signatures25i PART I - FINANCIAL INFORMATION LEGATO MERGER CORP. IIICONDENSED BALANCE SHEETS LEGATO MERGER CORP. IIICONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) The accompanying notes are an integral part of these unaudited condensed financial statements. LEGATO MERGER CORP. IIICONDENSED STATEMENTS OFCHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED) LEGATO MERGER CORP. IIICONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For theThreeMonthsEndedFebruary28,2026For theThreeMonthsEndedFebruary28,2025Cash flows from operating activitiesNet income$1,599,727$1,942,553Adjustments to reconcile net income to net cash used in operating activities:Income from investments held in Trust Account(1,952,685)(2,239,938)Changes in operating assets and liabilities:Prepaid expense32,42348,633Net cash used in operating activities$(320,535)$(248,752)Net change in cash$(320,535)$(248,752)Cash at beginning of period839,8381,625,752Cash at end of period$519,303$1,377,000Supplemental disclosure of non-cash financing activities:Deferred underwriting commissions$-$7,043,750The accompanying notes are an integral part of these unaudited condensed financial statements.4 LEGATO MERGER CORP. IIINOTES TO CONDENSED FINANCIAL STATEMENTSFEBRUARY28, 2026(Unaudited) Note 1 — Organization and Plan of Business Operations Legato Merger Corp. III (the “Company”) was incorporated as an exempted company in the Cayman Islands on November6, 2023with the objective to acquire, through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization orother similar business combination, one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, although it hasfocused its search on target businesses in the infrastructure, engineering and construction, industrial and renewables industries. TheCompany is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with earlystage and emerging growt