| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares |
| (b) | Name of Issuer:
Legato Merger Corp. IV |
| (c) | Address of Issuer's Principal Executive Offices:
777 THIRD AVENUE, 37TH FLOOR, NEW YORK,
NEW YORK
, 10017. |
| Item 2. | Identity and Background |
|
| (a) | The reporting person is Eric Rosenfeld. |
| (b) | Mr. Rosenfeld's business address is c/o Legato Merger Corp. IV, 777 Third Avenue, 37th Floor, New York, New York, 10017 |
| (c) | Mr. Rosenfeld is Legato Merger Corp. IV's (the "Issuer") Chief SPAC Officer and President and Chief Executive Officer of Crescendo Partners, L.P. |
| (d) | Mr. Rosenfeld has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Mr. Rosenfeld has not, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Rosenfeld is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The source of the funds used by Mr. Rosenfeld to acquire the securities reported on in this Schedule 13D was personal funds. See also Item 4 of this Schedule 13D, which information is incorporated herein by reference. |
| Item 4. | Purpose of Transaction |
| | In September 2025, Mr. Rosenfeld acquired an aggregate of 7,666,667 ordinary shares (?founder shares?) in exchange for a total capital contribution of $25,000. Thereafter, he transferred certain shares to other holders leaving him with an aggregate of 2,782,617 founder shares.
On January 26, 2026, the Issuer consummated its initial public offering (?IPO?) of 23,000,000 of its units (?Units?), including 3,000,000 Units subject to the underwriters? over-allotment option. Each Unit consists of one ordinary share of the Issuer and one-third of one redeemable warrant (?Warrant?), with each Warrant entitling the holder to purchase one ordinary share for $11.50. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $230,000,000.
Simultaneously with the consummation of the IPO, the Issuer consummated the private placement (?Private Placement?) of 550,000 units (?Private Placement Units?) at a price of $10.00 per Private Placement Unit, generating total proceeds of $5,500,000. Mr. Rosenfeld purchased 5,600 Private Placement Units in such Private Placement. The Private Placement Units are identical to the Units included in the Units sold in the IPO. Mr. Rosenfeld agreed not to transfer, assign, or sell any of the Private Placement Units (or underlying securities) he purchased (except to certain transferees) until the completion of the Issuer?s initial business combination.
Mr. Rosenfeld is the Chief SPAC Officer of the Issuer and has beneficial ownership of approximately 8.9% of the outstanding ordinary shares of the Issuer. Mr. Rosenfeld may later acquire additional securities of the Issuer including upon exercise of the Warrants included in the Private Placement Units purchased by him as described above. Any actions Mr. Rosenfeld might undertake with respect to the ordinary shares may be made at any time and from time to time without prior notice and will be dependent upon his review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer?s business, financial condition, operations and prospects; price levels of the Issuer?s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments relating to him personally.
As of the date of this Schedule 13D, except as set forth in this Schedule 13D above, Mr. Rosenfeld does not have any plans or proposals which would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer?s business or corporate structure;
(g) Changes in the Issuer?s charter, bylaws or instruments corresponding thereto or other actions which ay impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those actions enumerated above. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Aggregate number of ordinary shares beneficially owned by Mr. Rosenfeld is 2,788,217, representing approximately 8.9% of the Issuer?s outstanding ordinary shares. This amount does not include an aggregate of 1,867 ordinary shares issuable upon exercise of Warrants included in the Private Placement Units purchased by Mr. Rosenfeld described above, which Warrants are not exercisable within 60 days. |
| (b) | Sole power to vote or to direct the vote: 2,788,217
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition of: 2,788,217
Shares power to dispose or to direct the disposition of: 0 |
| (c) | During the 60 days preceding the date of this report, Mr. Rosenfeld has not effected any transactions in the Issuer?s ordinary shares except as described in Item 4 above. |
| (d) | Not applicable. |
| (e) | Not appliable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Mr. Rosenfeld is party to a Registration Rights Agreement, dated January 22, 2026, by and among the Issuer, the initial shareholders of the Issuer (including Mr. Rosenfeld) and certain other parties thereto (?Registration Rights Agreement?) and a Letter Agreement, dated January 22, 2026, by and among the Issuer, Mr. Rosenfeld and certain other parties thereto (?Insider Letter Agreement?).
Pursuant to the Registration Rights Agreement, the initial shareholders, including Mr. Rosenfeld, and the other parties thereto are entitled to registration rights for the securities held by them. The holders of a majority of these securities are entitled to make up to three demands that the Issuer register such securities. In addition, the holders have certain ?piggy-back? registration rights with respect to registration statements filed subsequent to consummation of the Issuer?s initial business combination. The Issuer will bear the expenses incurred in connection with the filing of any such registration statements.
Pursuant to the Insider Letter Agreement, Mr. Rosenfeld agreed, among other things, to vote all shares owned by him, subject to applicable securities laws, in favor of a proposed business combination, not to sell or transfer any founder shares or Private Placement Units, subject to certain exceptions, until certain periods of time set forth in the Insider Letter Agreement and that he would not seek redemption rights with respect to any founder shares.
|
| Item 7. | Material to be Filed as Exhibits. |
| | https://www.sec.gov/Archives/edgar/data/2087450/000182912626000540/legatomerger4_ex10-2.htm
https://www.sec.gov/Archives/edgar/data/2087450/000182912626000540/legatomerger4_ex10-5.htm |
