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  4. [8-K] Legato Merger Corp. III Reports Material Event

Einride (Nasdaq: ENRD) closes Legato SPAC deal with $1.35B valuation

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Rhea-AI Filing Summary

Legato Merger Corp. III completed its business combination with Einride AB, with Legato merging into Einride’s subsidiary and ceasing to exist as a separate entity. Each Legato ordinary share converted into one Einride ordinary share in the form of one American depositary share (ADS), and Legato warrants became exercisable for Einride ADSs.

Einride closed a private placement of 12,235,420 ADSs for an aggregate purchase price of $113.3 million and issued PIPE warrants to purchase 18,353,130 ADSs at an exercise price of $10.90 per ADS. In connection with the extraordinary general meeting, holders of 16,596,675 Legato ordinary shares redeemed their shares for cash from the trust account.

After the transaction, Einride has 140,039,054 ordinary shares outstanding, of which 16,639,056 are represented by ADSs, and 10,340,313 Einride warrants outstanding. Einride’s ADSs and warrants are expected to begin trading on Nasdaq under the symbols ENRD and ENRDW on June 10, 2026. The press release notes the transaction valued Einride at a pre-money equity value of approximately $1.35 billion.

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Insights

Einride completes de-SPAC, raises PIPE capital and lists on Nasdaq.

Einride AB has closed its merger with SPAC Legato Merger Corp. III, transitioning from a private company to a publicly traded one via a de-SPAC structure. Each Legato share became an Einride ADS, and existing warrants were assumed as Einride warrants.

The deal includes a PIPE financing of 12,235,420 ADSs for $113.3 million and 18,353,130 PIPE warrants at $10.90 per ADS. This capital provides additional funding alongside the SPAC cash that remained after 16,596,675 Legato shares were redeemed from the trust account.

Post-closing, Einride reports 140,039,054 ordinary shares outstanding and 10,340,313 Einride warrants, with ADSs and warrants expected to trade on Nasdaq as ENRD and ENRDW from June 10, 2026. Future filings may clarify how the new capital structure and warrant overhang affect earnings per share and financing flexibility.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.06 Change in Shell Company Status Governance
The company changed its shell company status, often through a reverse merger or acquisition of operating assets.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
PIPE ADSs issued 12,235,420 ADSs Private placement in connection with business combination
PIPE proceeds $113.3 million Aggregate purchase price for PIPE ADSs
PIPE warrants 18,353,130 warrants Warrants to purchase ADSs issued in PIPE
PIPE warrant exercise price $10.90 per ADS Exercise price for PIPE warrants
Redemptions 16,596,675 shares Legato ordinary shares redeemed from trust account
Einride ordinary shares 140,039,054 shares Ordinary shares outstanding after business combination
ADSs outstanding 16,639,056 ADSs Einride shares represented by ADSs post-transaction
Pre-money equity value $1.35 billion Transaction valuation for Einride
Business Combination Agreement financial
"entered into a Business Combination Agreement, which was amended by Amendment No. 1 to Business Combination Agreement"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
American depositary share financial
"exchanged for one ordinary share of Einride in the form of one American depositary share of Einride"
An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.
PIPE Warrants financial
"issued warrants (the “PIPE Warrants”) to purchase an aggregate of 18,353,130 ADSs"
Pipe warrants are option-like securities issued together with a private investment in a publicly traded company that give the holder the right to buy a set number of shares at a fixed price for a limited time. They matter to investors because if holders exercise them the company receives new cash but the total number of shares increases, which can reduce each existing shareholder’s ownership and earnings per share and potentially pressure the stock price—like redeeming coupons that create more pieces of the same pie.
registration rights agreement financial
"entered into a registration rights agreement (the “New Registration Rights Agreement”)"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Investment Management Trust Agreement financial
"the Investment Management Trust Agreement, effective as of February 5, 2024, by and between Legato and Equiniti Trust Company, LLC"
A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.
forward-looking statements regulatory
"This communication contains certain “forward-looking statements” within the meaning of U.S. federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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Understanding 8-K Material Events →
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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): June 9, 2026

 

LEGATO MERGER CORP. III

 

(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands   001-41945   98-1761148

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

777 Third Avenue, 37th Floor
 New York, New York 10017

(Address of Principal Executive Offices) (Zip Code)

 

(212) 319-7676

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

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
Units, each consisting of one ordinary share and one-half of one redeemable warrant   LEGT U   NYSE American
Ordinary shares, par value $0.0001 per share   LEGT   NYSE American
Redeemable warrants, exercisable for ordinary shares at an exercise price of $11.50 per share   LEGT WS   NYSE American

 

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. ☐

 

 

 

 

 

 

Introductory Note.

 

As previously disclosed, on November 12, 2025, Legato Merger Corp. III, a Cayman Islands exempted company (“Legato” or the “Company”), Einride AB, a limited liability company formed under the laws of Sweden (“Einride”), and Einride Cayman Sub Limited, a Cayman Islands exempted company and a direct, wholly-owned subsidiary of Einride (“Merger Sub”), entered into a Business Combination Agreement, which was amended by Amendment No. 1 to Business Combination Agreement, dated February 26, 2026, Amendment No. 2 to Business Combination Agreement, dated March 5, 2026, and Amendment No. 3 to Business Combination Agreement, dated April 17, 2026 (as amended, the “Business Combination Agreement”).

 

On June 9, 2026 (the “Closing Date”), pursuant to the Business Combination Agreement, Legato merged with and into Merger Sub, with Merger Sub surviving the merger as a direct, wholly-owned subsidiary of Einride (the “Merger”). The Merger and the other transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” As a result of the Merger, Legato ceased to exist as a separate legal entity, and the securityholders of Legato became securityholders of Einride.

 

Immediately prior to the effective time of the Merger, each outstanding unit of Legato separated into its component securities, and the underlying ordinary shares and warrants were treated as described below. At the effective time of the Merger, each issued and outstanding ordinary share of Legato, par value $0.0001 per share, was automatically cancelled and converted into and exchanged for one ordinary share of Einride in the form of one American depositary share of Einride, each representing one ordinary share of Einride (an “ADS”). Each outstanding whole warrant of Legato was assumed by Einride (the “Einride Warrants”) and became exercisable to purchase one ordinary share of Einride in the form of one ADS.

 

In connection with the consummation of the Business Combination, Einride consummated its previously announced private placement of an aggregate of 12,235,420 ADSs for an aggregate purchase price of $113.3 million and issued warrants (the “PIPE Warrants”) to purchase an aggregate of 18,353,130 ADSs pursuant to subscription agreements entered into with certain investors. The PIPE Warrants are exercisable for ADSs at an exercise price of $10.90 per ADS, subject to adjustment as set forth therein, and expire five years after the date of issuance.

 

In connection with the extraordinary general meeting of Legato, holders of 16,596,675 ordinary shares of Legato exercised their right to redeem such shares for a pro rata portion of the funds in Legato’s trust account. After giving effect to such redemptions and the consummation of the Business Combination, Einride has 140,039,054 ordinary shares, of which 16,639,056 are represented by ADSs, and 10,340,313 Einride Warrants outstanding.

 

Following the consummation of the Business Combination, the ADSs and Einride Warrants commenced trading on The Nasdaq Stock Market LLC under the ticker symbols “ENRD” and “ENRDW,” respectively, on June 10, 2026.

 

The foregoing description of the Business Combination Agreement, the amendments thereto and the Business Combination does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement, which was filed as Exhibit 2.1 to Legato’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2025, Amendment No. 1 to Business Combination Agreement, which was filed as Exhibit 2.1 to Legato’s Current Report on Form 8-K filed with the SEC on February 26, 2026, Amendment No. 2 to Business Combination Agreement, which was filed as Exhibit 2.3 to Einride’s Registration Statement on Form F-4 filed with the SEC on April 21, 2026, and Amendment No. 3 to Business Combination Agreement, which was filed as Exhibit 2.5 to Einride’s Registration Statement on Form F-4 filed with the SEC on April 21, 2026, each of which is incorporated herein by reference.

 

1

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

 

On the Closing Date, Legato, Einride and Equiniti Trust Company, LLC, as warrant agent, entered into an assignment, assumption and amendment to warrant agreement (the “Amended Warrant Agreement”), which amended that certain Warrant Agreement, dated February 5, 2024, by and between Legato and Equiniti Trust Company, LLC, to provide for, among other things, the assignment by Legato to Einride of all of Legato’s rights, interests and obligations in and under the Warrant Agreement and the assumption by Einride of such rights, interests and obligations. Pursuant to the Amended Warrant Agreement, each outstanding warrant of Legato ceased to be exercisable for ordinary shares of Legato and became exercisable for ordinary shares of Einride in the form of ADSs.

 

On the Closing Date, Einride, Legato, certain shareholders of Legato and certain shareholders of Einride entered into a registration rights agreement (the “New Registration Rights Agreement”), pursuant to which, among other things, Einride agreed to file a registration statement for the resale of certain securities held by the parties thereto on a continuous or delayed basis and to have such registration statement declared effective as soon as practicable. The New Registration Rights Agreement replaced the registration rights agreement, dated February 5, 2024, by and between Legato and certain securityholders (the “IPO Registration Rights Agreement”).

 

The foregoing descriptions of the Amended Warrant Agreement and the New Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Warrant Agreement and the New Registration Rights Agreement, copies of which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

On the Closing Date, in connection with the consummation of the Business Combination, the Investment Management Trust Agreement, effective as of February 5, 2024, by and between Legato and Equiniti Trust Company, LLC, and the terminated in accordance with its terms following the distribution of the funds in Legato’s trust account. In connection with the consummation of the Business Combination, the IPO Registration Rights Agreement was replaced by the New Registration Rights Agreement.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

The information set forth in the Introductory Note and Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

 

In connection with the consummation of the Business Combination, on the Closing Date, Legato and Einride notified NYSE American that the Merger had been consummated and that Legato’s outstanding securities had been converted into ADSs and Einride Warrants, as described in the Introductory Note above. Legato and Einride requested that NYSE American delist Legato’s units, ordinary shares and warrants. Following the consummation of the Business Combination, the ADSs and Einride Warrants are expected to commence trading on The Nasdaq Stock Market LLC under the ticker symbol “ENRD” and “ENRD,” respectively, on June 10, 2026.

 

2

 

 

Item 3.03 Material Modification to Rights of Security Holders.

 

The information set forth in the Introductory Note, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.01 Changes in Control of Registrant.

 

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

 

As a result of the consummation of the Business Combination, a change in control of Legato occurred. Legato merged with and into Merger Sub, with Merger Sub surviving the Merger as a direct, wholly-owned subsidiary of Einride. As a result of the Merger, Legato ceased to exist as a separate legal entity.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

 

Effective upon the consummation of the Business Combination, each of Legato’s directors and officers resigned from his or her respective position with Legato. These resignations were not the result of any disagreement between Legato and such directors or officers on any matter relating to Legato’s operations, policies or practices.

 

Following the consummation of the Business Combination, the directors and executive officers of Einride are as described in the definitive proxy statement/prospectus filed with the SEC in connection with the Business Combination, as supplemented or updated by any subsequent filings made by Einride with the SEC.

 

Item 5.06 Change in Shell Company Status.

 

As a result of the consummation of the Business Combination, Legato ceased to be a shell company. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On June 9, 2026, Legato and Einride issued a press release announcing the consummation of the Business Combination. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

The foregoing Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibits 99.1.

 

3

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Index

 

Exhibit No.   Description
2.1   Business Combination Agreement, dated November 12, 2025, by and among Einride AB, Einride Cayman Sub Limited and Legato Merger Corp. III (incorporated by reference to Exhibit 2.1 to Legato’s Current Report on Form 8-K filed with the SEC on November 12, 2025).
2.2   Amendment No. 1 to Business Combination Agreement, dated February 26, 2026, by and among Einride AB, Einride Cayman Sub Limited and Legato Merger Corp. III (incorporated by reference to Exhibit 2.1 to Legato’s Current Report on Form 8-K filed with the SEC on February 26, 2026).
2.3   Amendment No. 2 to Business Combination Agreement, dated March 5, 2026, by and among Einride AB, Einride Cayman Sub Limited and Legato Merger Corp. III (incorporated by reference to Exhibit 2.3 to Einride’s Registration Statement on Form F-4 filed with the SEC on April 21, 2026).
2.4   Amendment No. 3 to Business Combination Agreement, dated April 17, 2026, by and among Einride AB, Einride Cayman Sub Limited and Legato Merger Corp. III (incorporated by reference to Exhibit 2.5 to Einride’s Registration Statement on Form F-4 filed with the SEC on April 21, 2026).
4.1*   Amendment, Assignment and Assumption Agreement to Warrant Agreement, dated June 9, 2026, by and among Legato Merger Corp. III, Einride AB and Equiniti Trust Company, LLC.
10.1*   Registration Rights Agreement, dated June 9, 2026, by and among Einride AB, Legato Merger Corp. III and the other parties thereto.
99.1**   Press Release, dated June 9, 2026.
104*   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
* Filed herewith.
** Furnished herewith.

 

4

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 9, 2026 LEGATO MERGER CORP. III
     
  By: /s/ Roozbeh Charli
    Name: Roozbeh Charli
    Title: Director

 

5

 

Exhibit 99.1

 

Einride, a Global Leader in Autonomous and Electric Freight, Completes Business Combination and Will Begin Trading on Nasdaq Stock Market

 

Einride American Depositary Shares and warrants to trade on Nasdaq under the symbols “ENRD” and “ENRDW” respectively

 

NEW YORK, NY & STOCKHOLM, SWEDEN – June 9, 2026 – Einride AB (“Einride” or the “Company”), a technology company driving the transition to cost-efficient autonomous and electric freight, today announced the closing of its previously announced business combination (the Transaction”) with Legato Merger Corp. III (“Legato”), which was approved by Legato shareholders at an extraordinary general meeting on June 4, 2026.

 

In connection with the closing of the business combination, Einride’s American depository shares and warrants are expected to begin trading on Nasdaq under the ticker symbols “ENRD” and “ENRDW”, respectively, on June 10, 2026.

 

The Transaction valued Einride at a pre-money equity value of approximately $1.35 billion. As previously announced, Einride raised $113 million through an oversubscribed PIPE financing in connection with the Transaction. The PIPE was supported by new and existing investors, including Stockholm-based EQT Ventures and a global asset management company based on the West Coast of the United States.

 

TD Cowen served as the lead financial and capital markets advisor to Einride and acted as lead placement agent on the PIPE. BTIG, LLC also served as capital markets advisor to Legato and as co-placement agent on the PIPE. Legal counsel for Einride was provided by DLA Piper LLP (US), Advokatfirma DLA Piper Sweden KB, and Conyers Dill & Pearman LLP. Graubard Miller, Lindskog Malmström Advokatbyrå AB, and Appleby (Cayman) Ltd. served as legal counsel to Legato. Greenberg Traurig, LLP served as legal counsel to the placement agents.

 

About Einride

 

Founded in 2016, Einride is a technology company that develops and operates digital, electric and autonomous freight solutions to accelerate the transition to future proofed transportation in a cost-efficient way. Its technology platform includes AI powered planning and optimization, autonomous technologies, one of the world’s largest electric heavy-duty fleets and charging infrastructure. Einride is serving customers across North America, Europe and the Middle East.

 

Forward-Looking Statements

 

This communication contains certain “forward-looking statements” within the meaning of U.S. federal securities laws including, but not limited to, statements regarding the Company’s expected listing on Nasdaq. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions available to the Company, and, as a result, are subject to risks and uncertainties. Any such expectations and assumptions, whether or not identified in this communication, should be regarded as preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (1) risks related to the scaling of the Company’s business and the timing of expected business milestones; (2) the ability to meet stock exchange listing standards following the consummation of the Transaction; (3) the risk that the Transaction disrupts current plans and operations of the Company as a result of the consummation of the Transaction; (4) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (5) costs related to the Transaction; (6) risks associated with changes in laws or regulations applicable to operations; (7) the possibility that the Company may be adversely affected by other economic, geopolitical, business, and/or competitive factors; (8) supply shortages in the materials necessary for the production of Einride’s solutions; (9) negative perceptions or publicity of the Company; (10) risks related to working with third-party manufacturers for key components of Einride’s solutions; (11) the termination or suspension of any of Einride’s contracts or the reduction in counterparty spending; and (12) the ability of Einride to issue securities in the future.

 

 

 

 

Forward-looking statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Registration Statement, and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward- looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and all forward-looking statements in this communication are qualified by these cautionary statements. The Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.

 

Investor & Media Contacts

 

Einride

Christina Zander

Head of Communications Einride

press@einride.tech

Einride@icrinc.com

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Legato Merger Corp. III (LEGT) announce in this 8-K?

Legato Merger Corp. III announced it completed a business combination with Einride AB. Legato merged into an Einride subsidiary, ceased as a separate entity, and its shareholders received Einride ordinary shares in the form of American depositary shares, transitioning the combined company toward a Nasdaq listing.

How were Legato Merger Corp. III shares and warrants treated in the Einride transaction?

Each Legato ordinary share was cancelled and exchanged for one Einride ordinary share represented by one ADS. Each whole Legato warrant was assumed by Einride and became exercisable for one Einride ordinary share in ADS form, aligning legacy SPAC securities with the new public company structure.

How much capital did Einride raise through the PIPE financing in the Legato deal?

Einride completed a PIPE financing of 12,235,420 ADSs for total proceeds of $113.3 million. It also issued PIPE warrants to purchase 18,353,130 ADSs at an exercise price of $10.90 per ADS, adding both immediate capital and potential future equity funding capacity.

What is Einride’s share and warrant count after the Legato business combination?

After closing, Einride has 140,039,054 ordinary shares outstanding, with 16,639,056 represented by ADSs. It also has 10,340,313 Einride warrants outstanding. These figures describe the initial post-transaction equity and warrant overhang for the public company structure.

When will Einride’s securities begin trading on Nasdaq and under what tickers?

Einride’s ADSs and warrants are expected to begin trading on The Nasdaq Stock Market LLC on June 10, 2026. The ADSs will trade under the ticker symbol ENRD, and the warrants will trade under the ticker symbol ENRDW, replacing Legato’s prior NYSE American listings.

What valuation did the Legato transaction place on Einride?

The transaction valued Einride at a pre-money equity value of approximately $1.35 billion. This valuation reflects the company’s position in autonomous and electric freight and formed the basis for the agreed exchange terms between Einride, Legato, and PIPE investors in the combination.

How many Legato shareholders redeemed shares before the Einride merger closed?

In connection with Legato’s extraordinary general meeting, holders of 16,596,675 Legato ordinary shares chose to redeem their shares. They received a pro rata portion of the cash in Legato’s trust account, reducing the SPAC’s cash contribution before the business combination with Einride closed.

Filing Exhibits & Attachments

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