UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 17, 2023
SOUTHLAND HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-41090 | 87-1783910 | ||
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification No.) |
1100 Kubota Drive
Grapevine, TX 76051
(Address of Principal Executive Offices) (Zip Code)
(817) 293-4263
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 17, 2023, Southland Holdings, Inc., a Delaware corporation (the “Company”), provided written notice to the Nasdaq Stock Market LLC (“Nasdaq”) that the Company intends to voluntarily transfer the listing of its common stock, par value $0.0001 per share (the “Common Stock”), and the listing of its redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share (the “Warrants”), from Nasdaq to the NYSE American LLC (“NYSE American”). The notice stated that the Company expects to voluntarily delist the Common Stock and Warrants from Nasdaq effective as of the close of trading on March 1, 2023 and to commence trading on the NYSE American the following business day, March 2, 2023. The Common Stock and the Warrants have been authorized for listing on the NYSE American. The Common Stock will continue to trade under the ticker symbol “SLND” and the Warrants will continue to trade under the ticker symbol “SLNDW”. Until the transfer of the listing to the NYSE American is completed, the Common Stock and the Warrants will continue to be traded on Nasdaq.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company on February 17, 2023 in connection with the transfer of the listing of its Common Stock and Warrants from Nasdaq to the NYSE American is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 17, 2023 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 17, 2023 | SOUTHLAND HOLDINGS, INC. | |
| By: | /s/ Frank S. Renda | |
| Name: Frank S. Renda | ||
| Title: President and Chief Executive Officer | ||
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Exhibit 99.1
Southland Announces Transfer to the New York Stock Exchange
GRAPEVINE, Texas, February 17, 2023 (GLOBE NEWSWIRE) -- Southland Holdings, Inc. (NASDAQ: SLND and SLNDW) (“Southland”), announced today it intends to transfer the listing of its common stock and its listed warrants to the NYSE American exchange (“NYSE American”) from the Nasdaq Stock Market (“Nasdaq”). Southland expects that the listing and trading of its common stock and warrants on Nasdaq will end at market close on March 1, 2023, and that trading will commence on NYSE American at market open on March 2, 2023, under the current ticker symbols “SLND” and “SLNDW”, respectively.
About Southland
Southland is a leading provider of specialized infrastructure construction services across North America including bridges, tunneling, transportation and facilities, marine, steel structures, water and wastewater treatment, and water pipeline end markets. With roots dating back to 1900, Southland and its subsidiaries form one of the largest infrastructure construction companies in North America, with experience throughout the world. Southland is headquartered in Grapevine, Texas.
On February 14, 2023, Southland consummated the business combination contemplated by an Agreement and Plan of Merger dated May 25, 2022 (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, a subsidiary of Southland merged with and into Southland Holdings LLC, with Southland Holdings LLC surviving the merger as a wholly-owned subsidiary of Southland. The Southland Holdings LLC management team remained in place upon the closing of the business combination. At such time, Southland (formerly known as Legato Merger Corp. II) changed its name changed to Southland Holdings, Inc.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Southland’s current beliefs, expectations and assumptions regarding the future of Southland’s business, future plans and strategies, projections, anticipated events and trends, including the timing and change of its listing to the NYSE American, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Southland’s control. Southland’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Any forward-looking statement made by Southland in this press release is based only on information currently available to Southland and speaks only as of the date on which it is made. Southland undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Southland Contacts:
Cody Gallarda
EVP, Chief Financial Officer
cgallarda@southlandholdings.com
Alex Murray
Corporate Development & Investor Relations
amurray@southlandholdings.com