SCHEDULE 13D

CUSIP No.

84445C100

Name of reporting person

Walter Timothy "Tim" Winn

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,921,544.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,921,544.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

1,921,544.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

3.5 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

The amounts reported in boxes 7, 9 and 11 represent 1,921,544 shares of common stock, par value $0.0001 per share ("Common Stock"), of Southland Holdings, Inc. (the "Company") held directly by the Reporting Person. The percentage in box 13 is based on 54,113,036 shares of Common Stock of the Company outstanding as of November 3, 2025 reported in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025 filed with the SEC on November 12, 2025.

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock

(b)

Name of Issuer:

Southland Holdings, Inc.

(c)

Address of Issuer's Principal Executive Offices:

1100 Kubota Drive, Grapevine, TEXAS , 76051.

Item 1 Comment:

This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission ("SEC") on February 24, 2023 (the "Schedule"), as amended and supplemented by Amendment No. 1 to the Schedule filed with the SEC on December 31, 2024 ("Amendment No. 1"), relating to the shares of Common Stock of the Company. Except as otherwise provided herein, the Schedule and Amendment No. 1 remain unchanged. In Amendment No. 1, it was incorrectly reported that the Reporting Person beneficially owned 1,675,863 shares of Common Stock of the Company held by irrevocable trusts established for the benefit of his children (the "Children Trusts"). The Reporting Person previously had a power of substitution with respect to each of the Children Trusts, pursuant to which he had the right to reacquire or exchange Common Stock of the Company held in each of the Children Trusts by substituting other property of an equivalent value (the "Right of Substitution"). The Reporting person also previously served as trustee of the Children Trusts. The Reporting Person executed a Release of Power of Substitution for each of the Children Trusts effective as of June 3, 2024 (the "Releases"), thereby relinquishing his Right of Substitution with respect to each of the Children Trusts and resigned as trustee of the Children Trusts. As a result, the Reporting Person no longer beneficially owns any shares of Common Stock of the Company held in any of the Children Trusts.

Item 5.

Interest in Securities of the Issuer

(a)

The information set forth on the cover page of this Amendment No. 2 is incorporated herein by reference.

(b)

The information set forth on the cover page of this Amendment No. 2 is incorporated herein by reference.

(c)

The Reporting Peron has not effected any transactions in the class of securities reported on during the past sixty days.

(e)

The Reporting Person ceased to be a beneficial owner of more than five percent of the Common Stock of the Company on June 3, 2024.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Walter Timothy "Tim" Winn

Signature:	/s/ Walter Timothy "Tim" Winn
Name/Title:	Walter Timothy "Tim" Winn
Date:	11/14/2025