Einride AB and Legato Merger Corp. III Announce Effectiveness of Registration Statement Ahead of Planned Business Combination and Nasdaq Listing

Rhea-AI Summary

Einride AB and Legato (NYSE American: LEGT) reported that the SEC declared effective Einride’s Form F-4 registration statement on May 14, 2026, supporting their proposed business combination.

An Extraordinary General Meeting on June 4, 2026 will vote on the deal, which values Einride at $1.35 billion pre-money and is expected to generate about $300 million in gross proceeds, including a $113 million oversubscribed PIPE. If approved and other conditions are met, the combined company will be named Einride AB and is intended to list on Nasdaq under ticker ENRD.

Positive

• SEC declared effective Einride’s Form F-4 on May 14, 2026
• Extraordinary General Meeting set for June 4, 2026 to approve deal
• Einride valued at $1.35 billion pre-money in transaction
• Transaction expected to deliver approximately $300 million in gross proceeds
• $113 million oversubscribed PIPE from new and existing investors
• Combined company intended to list on Nasdaq under ticker ENRD

Negative

• Closing remains subject to shareholder approval at Extraordinary General Meeting
• Transaction completion depends on satisfaction or waiver of closing conditions
• Expected gross proceeds of $300 million are not yet finalized

News Market Reaction – LEGT

+0.27%

+0.27% Session close to close

In the May 18 session, LEGT gained 0.27%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement confirms SEC effectiveness of the Form F-4 and sets a firm June 4, 2026 shareholde...

Analysis

This announcement confirms SEC effectiveness of the Form F-4 and sets a firm June 4, 2026 shareholder vote for the Einride–Legato business combination. It follows earlier milestones, including the oversubscribed $113 million PIPE and a pre-money equity value of $1.35 billion. Investors may watch upcoming proxy materials, redemption levels, and the closing timeline to gauge how cleanly this de-SPAC process progresses.

Key Figures

Pre-money equity value: $1.35 billion Expected gross proceeds: $300 million Oversubscribed PIPE: $113 million +3 more

6 metrics

Pre-money equity value $1.35 billion Transaction valuation for Einride

Expected gross proceeds $300 million Gross proceeds expected from Transaction

Oversubscribed PIPE $113 million PIPE capital raise from new and existing investors

EGM date and time June 4, 2026 at 10:00 am ET Extraordinary General Meeting to approve Transaction

Record date May 7, 2026 Shareholders of record eligible to vote at EGM

F-4 effectiveness date May 14, 2026 SEC declared Registration Statement effective

Previous Acquisition Reports

5 past events · Latest: Apr 22 (Positive)

Same Type Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 22	F-4 public filing	Positive	+0.0%	Public filing of Form F-4 for Einride–Legato business combination and NASDAQ listing.
Mar 30	Going concern audit	Negative	+0.3%	Audit opinion citing substantial doubt about going concern alongside reminder of Einride deal.
Feb 26	PIPE capital raise	Positive	+0.5%	Announcement of ~$113M oversubscribed PIPE supporting Einride business combination.
Dec 15	Confidential F-4	Positive	+0.3%	Confidential submission of draft Form F-4 and disclosure of key Einride operating metrics.
Mar 13	Prior going concern	Negative	+0.0%	Audit opinion with going concern explanation for prior year financial statements.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Acquisition/de-SPAC headlines have generally seen small positive or flat reactions, even when news was operationally significant or when audit opinions raised going-concern flags.

Recent Company History

Over the past year, LEGT’s key acquisition-tagged updates have centered on progressing the Einride business combination: from confidential and then public Form F-4 filings to PIPE financing and repeated reminders of going-concern risk without a deal. Price reactions around these events have been modest (often near 0% to low positive single digits), suggesting incremental de-SPAC milestones have not triggered large re-ratings historically.

Key Terms

registration statement on form f-4, american depositary shares, pipe

3 terms

registration statement on form f-4 regulatory

"SEC declared effective the Registration Statement on Form F-4 filed by the Company"

A registration statement on Form F-4 is a regulatory filing used when a foreign company offers or issues securities in connection with a merger, acquisition, exchange offer or similar transaction that involves U.S. securities law. It gathers the deal terms, financial statements, management background and risk factors into one disclosure package so investors can evaluate the transaction — like an ingredient list and instruction manual investors read before deciding to buy or vote on the new or exchanged shares.

american depositary shares financial

"listing its ordinary shares in the form of American Depositary Shares ("ADS") on Nasdaq"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

pipe financial

"including a $113 million oversubscribed PIPE capital raise from a group of new and existing investors"

A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

• Extraordinary General Meeting of Legato shareholders to approve business combination scheduled for June 4, 2026 at 10:00 am ET
• Combined company to be named 'Einride AB' and is expected to trade on the Nasdaq under the ticker symbol 'ENRD'

STOCKHOLM and NEW YORK, May 18, 2026 /PRNewswire/ -- Einride AB ("Einride" or the "Company"), a technology company driving the transition to cost-efficient electric and autonomous freight, and Legato Merger Corp. III (NYSE American: LEGT) ("Legato"), a special purpose acquisition company, announced today that on May 14, 2026, the Securities and Exchange Commission ("SEC") declared effective the Registration Statement on Form F-4 ("Registration Statement") filed by the Company with the SEC in connection with Einride and Legato's proposed business combination (the "Transaction").

An Extraordinary General Meeting (the "Extraordinary General Meeting") of Legato shareholders to approve the Transaction is expected to be held at 10:00 am ET on June 4, 2026 for shareholders of record as of May 7, 2026. Every shareholder's vote is important, regardless of the number of shares held. Information about the Extraordinary General Meeting and associated voting procedures are contained in the definitive proxy statement/prospectus filed by Legato with the SEC on May 15, 2026. Security holders are encouraged to carefully review the disclosures and voting information in advance of the Extraordinary General Meeting. If the proposals at the Extraordinary General Meeting are approved, the Transaction is expected to close shortly thereafter, subject to the satisfaction or waiver, as applicable, of all other closing Conditions.

Background Information on the Transaction

On November 12, 2025, Einride and Legato announced that they entered into a definitive business combination agreement that, upon closing, is intended to result in Einride listing its ordinary shares in the form of American Depositary Shares ("ADS") on Nasdaq in the United States under the ticker symbol "ENRD". The transaction values Einride at a pre-money equity value of $1.35 billion and is expected to deliver approximately $300 million in gross proceeds, including a $113 million oversubscribed PIPE capital raise from a group of new and existing investors.

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.

About Legato Merger Corp. III

Legato is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

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 Transaction. 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 Legato, 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) the occurrence of any event, change or other circumstances that could give rise to the termination of definitive agreements with respect to the Transaction; (2) the outcome of any legal proceedings that may be instituted against Legato, Einride, the combined company or others following the announcement of the Transaction and any definitive agreements with respect thereto; (3) the amount of redemption requests made by Legato public shareholders and the inability to complete the Transaction due to the failure to obtain approval of the shareholders of Legato, to obtain financing to complete the Transaction or to satisfy other conditions to closing; (4) risks related to the scaling of the Company's business and the timing of expected business milestones; (5) the ability to meet stock exchange listing standards following the consummation of the Transaction; (6) the risk that the Transaction disrupts current plans and operations of the Company as a result of the announcement and consummation of the Transaction; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Transaction; (9) risks associated with changes in laws or regulations applicable to the Company's solutions and services and the Company's international operations; (10) the possibility that the Company or the combined company may be adversely affected by other economic, geopolitical, business, and/or competitive factors; (11) supply shortages in the materials necessary for the production of Einride's solutions; (12) negative perceptions or publicity of the Company; (13) risks related to working with third-party manufacturers for key components of Einride's solutions; (14) the termination or suspension of any of Einride's contracts or the reduction in counterparty spending; and (15) the ability of Einride or the combined company to issue equity or equity-linked securities in connection with the Transaction or in the future; and (16) the ability of the Company to achieve its potential long-term ARR under its joint business plans with customers. Forward-looking statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties that are described in the "Risk Factors" section of the Registration Statement filed by the Company with SEC, and other documents filed by the Company and/or Legato 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 and Legato assume no obligation and do 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. Neither the Company nor Legato gives any assurance that either the Company or Legato will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by the Company or Legato or any other person that the events or circumstances described in such statement are material.

Additional Information and Where to Find It

In connection with the Transaction, the Company filed the Registration Statement, including a preliminary proxy statement/prospectus, which was declared effective by the SEC on May 14, 2026. Legato commenced mailing of the definitive proxy statement/prospectus to Legato shareholders on May 15, 2026. This communication does not contain all the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transaction. Before making any voting or investment decision, investors and shareholders of Legato are urged to read the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Transaction as they become available because they will contain important information about the Transaction. Investors and shareholders will be able to obtain free copies of the Registration Statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the Company or Legato through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Legato may be obtained by written request to Legato at Legato Merger Corp. III, 777 Third Avenue, 37th Floor, New York, NY 10017.

Participants in the Solicitation

Legato and the Company and their respective directors and officers may be deemed to be participants in the solicitation of proxies from Legato's shareholders in connection with the Transaction. Information about Legato's directors and executive officers and their ownership of Legato's securities is set forth in Legato's filings with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the Transaction may be obtained by reading the proxy statement/prospectus regarding the Transaction. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents as described in the preceding paragraph.

No Offer or Solicitation

This communication does not constitute a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Legato, Einride or the combined company resulting from the Transaction, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. This communication is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction in where such distribution or use would be contrary to local law or regulation.

CONTACT:

Investor & Media Contacts
Einride
Christina Zander
Head of Communications Einride
press@einride.tech
Einride@icrinc.com

Legato Merger Corp. III
Eric Rosenfeld
Chief SPAC Officer
Legato Merger Corp. III
ir@legatomerger.com 

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/einride/r/einride-ab-and-legato-merger-corp--iii-announce-effectiveness-of-registration-statement-ahead-of-pla,c4349409

The following files are available for download:

https://mb.cision.com/Main/22016/4349409/4095247.pdf	Release
https://news.cision.com/einride/i/austin-autonomous,c3537776	Austin Autonomous

 

View original content:https://www.prnewswire.com/news-releases/einride-ab-and-legato-merger-corp-iii-announce-effectiveness-of-registration-statement-ahead-of-planned-business-combination-and-nasdaq-listing-302774601.html

SOURCE Einride

FAQ

What did Einride AB and Legato (NYSE American: LEGT) announce on May 18, 2026?

They announced SEC effectiveness of Einride’s Form F-4 registration statement supporting their proposed business combination. According to Einride and Legato, this step advances plans for the merger, Nasdaq listing of ENRD, and potential fundraising through the transaction and PIPE.

When is the Legato (LEGT) shareholder vote on the Einride business combination?

The Extraordinary General Meeting is scheduled for June 4, 2026 at 10:00 am ET. According to Einride and Legato, Legato shareholders of record as of May 7, 2026 can vote on approving the proposed business combination and related proposals.

What valuation and proceeds are expected from the Einride–Legato (LEGT) SPAC merger?

The transaction values Einride at a pre-money equity value of $1.35 billion. According to Einride and Legato, it is expected to deliver about $300 million in gross proceeds, including a $113 million oversubscribed PIPE from new and existing investors, subject to closing.

What stock symbol will Einride trade under after the Legato (LEGT) merger?

After closing, the combined company is intended to trade on Nasdaq under ticker symbol ENRD. According to Einride and Legato, Einride’s ordinary shares will be listed in the form of American Depositary Shares, contingent on shareholder approval and satisfaction of closing conditions.

What does SEC effectiveness of the Form F-4 mean for Einride and Legato (LEGT) investors?

SEC effectiveness allows the registration statement and proxy materials to be used for the shareholder vote. According to Einride and Legato, it enables the June 4, 2026 Extraordinary General Meeting, where Legato investors can decide on the proposed business combination.

How is the $113 million PIPE related to the Einride–Legato (LEGT) merger?

The PIPE is a private investment expected to contribute $113 million to the transaction’s gross proceeds. According to Einride and Legato, this oversubscribed PIPE from new and existing investors is part of the anticipated approximately $300 million raised, assuming the deal closes.