Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

August 17, 2021

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Registration Statement on Form F-4

Filed July 7, 2021

File No. 333-257732

Ladies and Gentlemen:

On behalf of Algoma Steel Group Inc. (the “Company” or “Algoma”), we acknowledge receipt of the comment letter, dated August 3, 2021 (the “Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above captioned Registration Statement on Form F-4 (as amended, the “Registration Statement”). We hereby submit in electronic form the accompanying Amendment No. 1 (“Amendment No. 1”) to the Registration Statement, together with exhibits, marked to indicate changes from the Registration Statement as initially filed with the Commission on July 7, 2021.

Amendment No. 1 reflects changes made in response to the Comment Letter, and certain other updates. For ease of reference, we have reproduced the Staff’s comments from the Comment Letter in bold type below, followed by the Company’s responses.

Registration Statement on Form F-4 Filed July 7, 2021

Unaudited Historical Comparative and Pro Forma Combined Per Share Data of Legato and Algoma, page 35

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 36 of Amendment No. 1.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 37 of Amendment No. 1.

Certain Unaudited Prospective Financial Information Regarding Algoma, page 93

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 95 through 99 of Amendment No. 1.

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Proposed EAF Mill to Transform Operations, page 153

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 155 and 200 of Amendment No. 1.

Selected Historical Financial Data of Algoma, page 180

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 183 of Amendment No. 1.

Algoma’s Management Discussion and Analysis of Financial Condition and Results of Operations General, page 182

Response: The Company acknowledges the Staff’s comment. The Company respectfully submits that arithmetically combining the predecessor and successor periods and presenting a combined third fiscal year of financial information provides the clearest and most meaningful comparison of the Company’s results of operations for such year against the results of the two more recent fiscal years presented in the Registration Statement. As described in more detail below, the Company respectfully submits that presenting a separate eight month period ended November 30, 2018 (the “Predecessor Period”) and four month period ended March 31, 2019 (the “Successor Period”), together with related pro forma financial information, would not provide investors with any meaningful additional information but would significantly increase the volume and complexity of the disclosure without any corresponding benefit.

The purchase transaction described in the Registration Statement (the “Purchase Transaction”), which was completed in connection with the predecessor’s restructuring under the Canadian Companies’ Creditors Arrangement Act, divides the Predecessor Period and the Successor Period and is the sole reason for the separate presentation of those periods in the Company’s consolidated financial statements. The Purchase Transaction effected a change in ownership and capital structure of the Company, but did not result in any change in the size or nature of its business operations or management team. As such, the combined predecessor and successor period for the fiscal year ended March 31, 2019 (the “Combined Period”) corresponds most closely to subsequent fiscal years presented in the Registration Statement from an operational standpoint.

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As indicated in the Registration Statement, the presentation of combined results is intended to facilitate comparison of the Combined Period and the subsequent periods presented, and is not intended to represent what the Company’s operating results would have been had the Purchase Transaction occurred at the beginning of the Predecessor Period. The Company has revised the Registration Statement to further clarify that combining the Predecessor Period and the Successor Period results in only two differences between such combined results and the results that would be presented if the Purchase Transaction had taken place as of April 1, 2018: (i) amortization is lower in the combined results by C$46 million, due to predecessor assets being acquired at fair value; and (ii) finance costs are higher in the combined results by C$78 million, due to the settlement of debt held by the predecessor and new debt acquired by the successor at more favorable rates. Revenues and Adjusted EBITDA were not impacted by the Purchase Transaction and the operations of the business did not change.

Therefore, the Company respectfully submits that the presentation of the Combined Period, as currently supplemented throughout the Registration Statement with additional information regarding the Predecessor Period and Successor Period, provides the clearest and most meaningful comparison of the Company’s results of operations in the three fiscal periods. Presenting additional pro forma information in respect of the Predecessor Period and Successor Period, with two partially offsetting adjustments, would not provide investors with any meaningful additional information but would significantly increase the volume and complexity of the disclosure without any corresponding benefit.

EBITDA (i), page 191

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment throughout Amendment No. 1. In particular, please see pages 2, 3, 188 and 193 of Amendment No. 1.

With respect to the third bullet in the Staff’s comment, upon the enactment of Bill C-20, An Act Respecting Further COVID-19 Measures, the Government of Canada established the Canada Emergency Wage Subsidy (“CEWS”) to encourage Canadian businesses to retain existing employees and to re-hire employees that had previously been laid off in connection with the

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Financial Resources and Liquidity Cash Flow Generated by (Used in) Operating Activities, page 194

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 197 of Amendment No. 1.

Capital Resources - Financial Position and Liquidity, page 196

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 200 of Amendment No. 1.

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Unaudited Pro Forma Condensed Combined Consolidated Financial Information Description of the Transaction, page 201

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 204 of Amendment No. 1. The Company respectfully submits that the accounting treatment described in the Registration Statement is based on the guidance set forth in IFRS 2.13A and the International Financial Reporting Interpretations Committee (IFRIC) agenda decision in “IFRS 3 Business Combinations and IFRS 2 Share-based payment – accounting for reverse acquisitions that do not constitute a business” (March 2013). Specifically, since Legato does not meet the definition of a “business” under IFRS, the difference between the fair value of the Algoma common shares issued to Legato stockholders and the fair value of the net assets of Legato acquired, in each case in connection with the merger contemplated by the Registration Statement (the “Merger”), is accounted for as a listing expense.

Unaudited Pro Forma Condensed Combined Balance Sheet - As of March 31, 2021, page 203

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 208 of Amendment No. 1.

Response: The Company acknowledges the Staff’s comment and confirms that the Company has not elected, nor at this time contemplated, to waive the minimum cash condition. However, the minimum cash condition is a condition that the Company, in its sole discretion, may waive and the Company has included the disclosure in the Registration Statement as a possible scenario even though it is not currently contemplated.

Unaudited Pro Forma Condensed Combined Consolidated Statement of Net Loss - For the Twelve Months Ended March 31, 2021, page 206

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 209 of Amendment No. 1.

Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Information 2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 207

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Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 210 of Amendment No. 1.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 212 and 213 of Amendment No. 1.

3. Loss Per Share, page 210

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 214 of Amendment No. 1.

Comparison of Rights of Algoma Shareholders and Legato Stockholders, page 253

Response: The Company acknowledges the Staff’s comment and has reviewed Rule 14a-4(a)(3) and the Staff’s guidance regarding unbundling, including the related Compliance and Disclosure Interpretations. As a result of the Merger, shares of common stock, par value $0.0001 per share, of Legato (“Legato Common Stock”) will be automatically converted into the right to receive common shares, without par value, of the Company (“Algoma Common Shares”) and warrants to purchase shares of Legato Common Stock (“Legato Warrants”) will be automatically converted into warrants to purchase Algoma Common Shares (“Algoma Warrants”). Since the Company will be, at the effective time of the Merger, a corporation organized under the laws of British Columbia, the rights of holders of Algoma Common Shares and Algoma Warrants will be governed by the Business Corporations Act (British Columbia) (“BCA”). The material differences between the rights of Legato securityholders under the Delaware General Corporation Law (“DGCL”), on the one hand, and Company securityholders under the BCA, on the other hand, relate directly to the differences in the governing law applicable to Legato under the DGCL and the Company under the BCA. These changes are fundamentally statutory in nature, inextricably linked to the automatic conversion of shares of Legato Common Stock into Algoma Common Shares and Legato Warrants into Algoma Warrants. In addition, the amendments to the articles of the Company that will become effective upon the closing of the Merger are being adopted for technical reasons to facilitate the Merger, are not of the character of governance- and control-related provisions identified in the Staff’s guidance and do not materially alter the substantive rights of holders of Algoma Common Shares or Algoma Warrants. Therefore, the Company respectfully submits that such amendments are not required to be presented as separate proposals under Rule 14a-4(a)(3).

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Financial Statements of Algoma for the Year Ended March 31, 2021 7. Revenue and Segmented Information, page F-20

Response: The Company acknowledges the Staff’s comment and has made minor enhancements to the financial statements included in the Registration Statement in response to the Staff’s comment. Please see page F-21 of Amendment No. 1.

Unaudited Financial Statements of Legato Merger Corp for the Quarter Ended March 31, 2021 Note 5—Commitments and Contingencies Registration Rights, page F-53

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that there are no cash penalties, or any other penalties, that could result from delays in registering common stock pursuant to the registration rights agreement, dated as of January 19, 2021, among Legato and the Legato stockholders party thereto.

Note 11 - Subsequent Events, page F-68

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement to remove the pages referenced in the Staff’s comment.

Exhibits

Response: The Company acknowledges the Staff’s comment and hereby confirms that counsel is not able to provide an opinion regarding the tax consequences of the transaction. As described in the Registration Statement, there are significant factual and legal uncertainties as to whether the Merger will qualify as a reorganization. Please refer to “Risk Factors – Risks Related to the U.S. Federal Income Tax Treatment of the Merger – If the Merger does not qualify as a reorganization under Section 368(a) of the Code or is taxable under Section 367(a) of the Code, then the Merger generally would be taxable with respect to U.S. Holders of Legato Common Stock and/or Legato Warrants” on page 70 of Amendment No. 1 and “Certain Material U.S. Federal Income Tax Considerations – U.S. Holders – U.S. Federal Income Tax Considerations of the Merger—Tax Consequences of the Merger Under Section 368(a) of the Code” on pages 126 and 127 of Amendment No. 1 for a description of the reasons for such uncertainty and the related risks to investors.

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Response: The Company acknowledges the Staff’s comment and respectfully submits that it has included the disclosure required to be included in the Registration Statement pursuant to Form F-4, Form 20-F and Item 402(a)(1). Pursuant to Item 601(b)(10)(iii)(C)(5) of Regulation S-K, the Company is not required to file any compensatory plan, contract or arrangement as an exhibit to the Registration Statement if it is a foreign private issuer that furnishes compensatory information under Item 402(a)(1) and the public filing of such plan, contract or arrangement, or portion thereof, is not required in the registrant’s home country and is not otherwise publicly disclosed by the registrant. Item 402(a)(1) provides that a foreign private issuer will be deemed to comply with the requirements of such Item if it provides the information required by Items 6.B and 6.E.2 of Form 20-F, with more detailed information provided if otherwise made publicly available or required to be disclosed by the issuer’s home jurisdiction or a market in which its securities are listed or traded. Item 18(a)(7)(ii) of Form F-4 also directs an issuer to provide the information required by Items 6.B and 6.E of Form 20-F with respect to each person who will serve as a director or an executive officer of the surviving or acquiring company. Instruction 4(c)(v) to the Exhibits to Form 20-F further provides that public filing of a management contract or compensatory plan, contract or arrangement, or portion thereof, is not required if the filing of such materials is not required in the registrant’s home country and is not otherwise publicly disclosed by the registrant. Consequently, the Company respectfully submits that because the agreements referenced in the Staff’s comment are not required to be publicly filed in Canada and are not otherwise publicly disclosed by the Company, such agreements are not required to be filed as exhibits to the Registration Statement.

General

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 107 and 108 of Amendment No. 1.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 279 of Amendment No. 1. In addition, disclosure of the individual Founders’ and their affiliates’ ownership interest in the combined company, assuming exercise and conversion of all securities, is included in the table labeled “Beneficial Ownership of Algoma Common Shares After Consummation of the Merger” on pages 280 and 281 of Amendment No. 1.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 34, 61 and 62 of Amendment No. 1.

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Response: The Company acknowledges the Staff’s comment and advises the Staff that all material interests in the transaction held by Legato’s Founders and its officers and directors are disclosed under the heading “Interests of Legato’s Officers and Directors in the Merger” on pages 106 through 108 of Amendment No. 1. The Legato board considered the matters described under such heading and determined that such interests would not preclude the Legato board from recommending the Merger to Legato’s stockholders. In addition, as disclosed in the Registration Statement, two directors of Legato, Brian Pratt and John Ing, disclosed to Legato’s board of directors a potential perceived conflict of interest with respect to their participation in the PIPE transaction and, as a result, abstained from the vote taken by Legato’s board to approve the Merger and related transactions. Please see pages 27, 86 and 106 of Amendment No. 1.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 37 of Amendment No. 1.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 33, 34, 62 and 63 of Amendment No. 1.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 30 and 31 of Amendment No. 1.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages F-52 and F-53 of Amendment No. 1. Unlike the Legato Common Stock which, together with the Legato Warrants, comprised the units issued at the time of the Legato IPO, the securities to be issued in the private placements consist solely of Algoma Common Shares or Legato Common Stock, without warrants, have no redemption rights and will be restricted securities within the meaning of Rule 144 under the U.S. Securities Act of 1933, as amended.

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Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement to note that the waiver of redemption rights by the Founders was a condition to their investment in Legato. The Company confirms that no additional consideration was provided for the waiver of such rights. Please see pages 18 and 78 of Amendment No. 1.

We appreciate the Staff’s assistance in reviewing this response letter and the Registration Statement. Should you have any questions or comments regarding this letter, please do not hesitate to contact the undersigned at (212) 373-3224.

Very truly yours,

/s/ Adam M. Givertz

Anne Mcconnell

Geoffrey Kruczek

Perry Hindin

Securities and Exchange Commission

Rajat Marwah

John Naccarato

Algoma Steel Group Inc.

David D. Sgro

Legato Merger Corp.

Terng Chen

Anish Alemao

Deloitte LLP

Jeffrey M. Gallant

Graubard Miller

Christian Kurtz

Paul, Weiss, Rifkind, Wharton & Garrison LLP

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