Southland Holdings SPAC Presentation Deck
IMPORTANT DISCLOSURES (CONT.)
BUILDING GREAT THINGS
Non-GAAP Financial Measures
This Presentation includes certain unaudited financial measures not presented in accordance with generally accepted accounting principles, including but not limited to earnings before interest, taxes,
depreciation, and amortization ("EBITDA") and certain ratios and other metrics derived therefrom. Note that other companies may calculates these non-GAAP financial measures differently, and therefore
such financial measures may not be directly comparable to similarly titled measures of other companies. Further, these non-GAAP financial measures are not measures of financial performance in
accordance with GAAP and may exclude items that are significant in understanding and assessing financial results. Therefore, these measures should not be considered in isolation or as an alternative to
net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the presentation of these measures may not be comparable to
similarly-titled measures used by other companies. Legato II and Southland believe that these non-GAAP measures of financial results provide useful information to management and investors regarding
certain financial and business trends relating to Southland' financial condition and results of operations. The parties believe that the use of these non-GAAP financial measures provides an additional tool
for investors to use in evaluating ongoing operating results and trends, and in comparing Southland’ financial measures with those of other similar companies. These non-GAAP financial measures are
subject to inherent limitations as they reflect the exercise of judgments by management about which items of expense and income are excluded or included in determining these non-GAAP financial
measures. In connection with the contemplated filing by Legato II of a proxy statement with respect to the Proposed Transaction, and in the course of the review by the SEC of such proxy statement,
Legato II may make changes to the information presented in this Presentation, including, without limitation, the description of Southland' business and the financial information and other data (including
the prospective financial information and other data) included in this Presentation. Comments by the SEC on information in the proxy statement may require modification or reformulation of the
information we present in this Presentation, and any such modification or reformulation could be significant.
Additional Information concerning the Proposed Transaction
Legato II intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement/prospectus relating to the Proposed Transaction, which will be mailed to its stockholders once
definitive. Legato Il's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy
statement/prospectus and other documents filed in connection with the Proposed Transaction, as these materials will contain important information about Legato II, Southland and the Proposed
Transaction. When available, these materials will be mailed to stockholders of Legato Il as of a record date to be established for voting on the Proposed Transaction. Stockholders will also be able to obtain
copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, or by directing a
written request to Legato II at 777 Third Avenue, 37th Floor, New York, New York 10017.
Participants in the Solicitation for the Proposed Transaction
Legato II and its directors and executive officers may be deemed participants in the solicitation of proxies from Legato Il's stockholders with respect to the Proposed Transaction. A list of the names of
those directors and executive officers and a description of their interests in Legato II is contained in Legato Il's filings with the SEC and are available free of charge at the SEC's web site at www.sec.gov, or
by directing a written request to Legato II at the address set forth above. Additional information regarding the interests of such participants will be contained in the proxy statement for the Proposed
Transaction when available. Southland and its executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Legato II in connection with the Proposed
Transaction. A list of the names of such members and executive officers and information regarding their interests in the Proposed Transaction will be included in the proxy statement for the Proposed
Transaction when available.
LEGATO 3
MERGER CORP IIView entire presentation