M&A - Southland Holdings, Inc.

Form Type: 10-Q

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000155837025007594

Filing Summary: Southland Holdings, Inc. filed its quarterly report on Form 10-Q for the period ending March 31, 2025. The report outlines financial performance, including a net loss of $2.8 million for the quarter. Revenues decreased to $239.5 million from $288.1 million year over year, primarily due to reduced construction activities and increased costs. The company reported total assets of approximately $1.2 billion, with total liabilities of about $1.03 billion. The report also highlights a merger that occurred on February 14, 2023, where Southland Holdings LLC became a wholly owned subsidiary of Legato Merger Corp. II. This merger was a reverse recapitalization, resulting in the issuance of 33,793,111 shares of common stock, significantly influencing the company’s structure. The transaction cost of $9.9 million related to the merger is included in the additional paid-in capital. The company continues to manage its interest-bearing obligations, including promissory notes issued as part of the merger deal, highlighting the financial strategies they are employing post-merger to bolster their capital position.

Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: New

Accession Number: 000182912624008602

Filing Summary: On December 27, 2024, Southland Holdings, Inc. entered into a significant transaction involving the issuance of 5,830,899 shares of common stock to executives Frankie S. Renda, Rudolph V. Renda, and Walter Timothy Winn. This share issuance was in exchange for the cancellation of $20,000,000 of outstanding amounts under specific promissory notes. The price per share for this transaction was set at $3.43, determined by the higher of the volume-weighted average price over the preceding 30 trading days or the closing price on the transaction date. This arrangement, which was approved by the Company's Audit Committee and Board, was detailed in three separate Securities Purchase Agreements corresponding to each executive. The Transaction closed on December 27, 2024. Furthermore, the shares issued under this transaction were unregistered under the Securities Act, and the purchasers were classified as accredited investors, indicating the securities were not intended for public resale. Additionally, on December 30, 2024, a press release related to this transaction was issued, further outlining its details.