Einride and Legato Merger Corp. III Announce Public Filing of Registration Statement on Form F-4

Rhea-AI Summary

Einride (to list as ENRD) and Legato Merger Corp. III (NYSE American: LEGT) filed a Registration Statement on Form F-4 with the SEC for their proposed business combination, aiming for a NASDAQ listing in Q2 2026.

The deal values Einride at a pre-money equity value of $1.35 billion and is expected to provide approx. $333 million in gross proceeds including a $113 million oversubscribed PIPE and up to $220 million from Legato's cash-in-trust before redemptions and expenses. Einride reported 2025 revenue SEK 457.8 million and cites ~$92 million ARR from signed contracts.

Positive

• Pre-money valuation of $1.35 billion
• Gross proceeds expected of approximately $333 million including a $113 million PIPE
• Expected NASDAQ listing in Q2 2026 under ticker ENRD
• Reported 2025 revenue of SEK 457.8 million
• Signed ARR of approximately $92 million from customer contracts

Negative

• Cash-in-trust available up to $220 million before potential redemptions
• Gross proceeds figure excludes transaction expenses which will reduce net proceeds
• Company notes continued investment in growth, implying ongoing cash use without quantified profitability metrics

Market Context

This announcement advances the Einride–Legato combination by moving from a confidential to public Fo...

Analysis

This announcement advances the Einride–Legato combination by moving from a confidential to public Form F-4, adding audited 2025 figures such as SEK 457.8 million revenue and highlighting expected $92 million ARR and over $800 million potential long-term ARR. The deal framework, including a $1.35 billion pre-money valuation and planned ADS listing, follows earlier PIPE and trust-cash disclosures. Investors may watch SEC review progress, closing conditions, and execution versus these growth metrics.

Key Figures

Pre-money equity value: $1.35 billion Expected gross proceeds: $333 million PIPE capital raise: $113 million +5 more

8 metrics

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

Expected gross proceeds $333 million Total proceeds including PIPE and trust cash, before redemptions/expenses

PIPE capital raise $113 million Oversubscribed PIPE supporting proposed business combination

Trust cash potential $220 million Up to proceeds from Legato’s cash-in-trust before redemptions/expenses

Expected ARR $92 million Annual recurring revenue from signed customer contracts

Potential long-term ARR $800 million+ Through joint business plans with blue-chip customers

2025 revenue SEK 457.8 million Einride full-year 2025 revenue

2024 revenue SEK 388.4 million Einride full-year 2024 revenue

Previous Acquisition Reports

4 past events · Latest: Mar 30 (Negative)

Same Type Pattern 4 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 30	Audit going concern	Negative	+0.3%	Audit opinion flags going concern risk while reiterating Einride combination timeline.
Feb 26	PIPE financing deal	Positive	+0.5%	Oversubscribed $113M PIPE to support Einride–Legato business combination economics.
Dec 15	Draft F-4 submitted	Positive	+0.3%	Confidential Form F-4 filing progresses proposed Einride–Legato business combination.
Mar 13	Prior going concern	Negative	+0.0%	Audit opinion with going concern explanation for 2024 financial statements at SPAC level.

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

Pattern Detected

Acquisition-related headlines have generally seen small positive moves, even when disclosures included going concern language.

Recent Company History

Over the past year, Legato’s acquisition headlines have tracked the Einride de-SPAC path: a going concern audit note on Mar 30, 2026 still coincided with a modest gain, while the $113 million PIPE and $1.35 billion pre-money valuation on Feb 26, 2026 also produced a small uptick. Earlier, a confidential Form F-4 submission on Dec 15, 2025 and a prior going concern disclosure in Mar 2025 drew muted but generally stable reactions, suggesting the market has largely priced the deal process gradually.

Key Terms

form f-4, american depositary shares, ads, pipe, +1 more

5 terms

form f-4 regulatory

"announced the public filing of a registration statement on Form F-4"

Form F-4 is an official filing with the U.S. Securities and Exchange Commission used by non-U.S. companies when they offer securities in connection with mergers, acquisitions, exchange offers or similar transactions. It acts like a detailed product label or instruction manual that explains the deal, the securities being offered, financials, risks and voting requirements, and it matters to investors because it provides the essential facts needed to evaluate how the transaction could affect ownership, value and future returns.

american depositary shares regulatory

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

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.

ads regulatory

"in the form of American Depositary Shares ("ADS") on NASDAQ"

Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

pipe financial

"including a $113 million oversubscribed PIPE capital raise"

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.

annual recurring revenue financial

"approximately $92 million in expected annual recurring revenue (ARR)"

Annual recurring revenue is the predictable amount of money a company expects to earn each year from ongoing customer subscriptions or contracts. It helps businesses understand how much steady income they can count on, much like a subscription service that charges customers every month or year. This figure is important because it shows the company's stability and growth potential.

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

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STOCKHOLM and NEW YORK, April 22, 2026 /PRNewswire/ -- Einride AB (publ) ("Einride" or the "Company"), a technology company driving the transition to cost-efficient electric and autonomous freight operations for some of the world's largest shippers, and Legato Merger Corp. III (NYSE American: LEGT) ("Legato"), a special purpose acquisition company, today announced the public filing of a registration statement on Form F-4 (the "Registration Statement") with the U.S. Securities and Exchange Commission ("SEC") in connection with the proposed business combination between Einride and Legato (the "Transaction").

The Transaction, which was announced on November 12, 2025, is expected to result in Einride listing its ordinary shares in the form of American Depositary Shares ("ADS") on NASDAQ in the second quarter of 2026 under the ticker symbol "ENRD", subject to customary closing conditions. 

The Transaction values Einride at a pre-money equity value of $1.35 billion and is expected to deliver approximately $333 million in gross proceeds including a $113 million oversubscribed PIPE capital raise, announced on February 26, 2026, from a group of new and existing investors, and up to $220 million in proceeds from Legato's cash-in-trust before accounting for potential redemptions and transaction expenses.

Einride's Freight-Capacity-as-a-Service platform integrates autonomous and electric trucks, AI optimization software, and charging infrastructure into a unified solution designed to optimize freight operations. The Company operates one of the world's largest electric heavy-duty fleets, serving customers across North America, Europe, and in the Middle East. Beyond its core freight operations today, Einride is also focused on licensing its autonomous driving stack, the Einride Driver, and the Saga AI fleet management software to third-party operators and OEMs.

Einride has established strong commercial traction, with more than 30 enterprise customers across seven countries, approximately $92 million in expected annual recurring revenue (ARR) from signed customer contracts, and over $800 million in potential long-term ARR through joint business plans with blue-chip customers. The Company recently showcased its proprietary electric and autonomous freight technology and its strategy for large-scale commercialization at an Analyst & Investor Day hosted in Austin, Texas, which is home to Einride's U.S. headquarters. A replay of the event can be found here.

The Registration Statement, available on the SEC's website at www.sec.gov, contains important information about the Transaction, is subject to SEC review and includes Einride's audited full-year 2025 financial results. The Company delivered revenue of SEK 457.8 million for the 2025 fiscal year (SEK 388.4 million for the 2024 fiscal year) and a continued investment in growth, reflecting ongoing scaling of commercial operations, technology development and infrastructure deployment.

Full financial details are available in the Registration Statement filed with the SEC.

Quotes

"This filing marks a significant step as we advance toward becoming a publicly listed company and continue scaling our platform globally," said Roozbeh Charli, Chief Executive Officer of Einride. "Over the past year, we have expanded our commercial operations, deepened partnerships with leading global shippers, and continued to deploy electric and autonomous freight solutions in real-world environments. We believe this progress underscores the strength of our integrated approach to freight and positions us to support the industry's long-term transition to more efficient, sustainable transportation."

"We are proud to partner with Einride at this important stage in its journey to the public markets," said Eric Rosenfeld, Chief SPAC Officer of Legato. "Einride has built a differentiated platform at the intersection of electrification, autonomy, and digitalization, three forces reshaping global logistics. We believe the company is well positioned to execute on its strategy and deliver long-term value as it continues to scale its operations."

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 with Legato and Einride's expected and potential ARR, as applicable. 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.

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 has filed a registration statement on Form F-4 with the SEC that includes a preliminary proxy statement of Legato and a preliminary prospectus of the Company. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be sent to all Legato shareholders as of a record date to be established for voting on the Transaction. Legato also will file other documents regarding the Transaction with the SEC. 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 Legato through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by the Company or 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 when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available 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.

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 

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SOURCE Einride

FAQ

What is the Einride and Legato (LEGT) transaction valuation and expected proceeds?

The transaction values Einride at a $1.35 billion pre-money equity value. According to Einride and Legato, it is expected to deliver approximately $333 million in gross proceeds, including a $113 million oversubscribed PIPE.

When will Einride list on NASDAQ and what will its ticker be (ENRD)?

Einride aims to list on NASDAQ in Q2 2026 under the ticker ENRD. According to Einride and Legato, the timing is subject to customary closing conditions and SEC review of the registration statement.

What are Einride's reported revenue and ARR figures for investors to consider?

Einride reported 2025 revenue of SEK 457.8 million. According to Einride, the company has about $92 million in expected annual recurring revenue from signed customer contracts and larger potential ARR from joint plans.

How much of Legato's cash-in-trust is available and are there redemption risks for LEGT shareholders?

Legato's cash-in-trust could provide up to $220 million before accounting for redemptions. According to Legato, actual available proceeds may be reduced by shareholder redemptions and transaction expenses.

What is included in Einride's business model that investors should note ahead of the LEGT deal?

Einride operates an electric heavy-duty fleet and offers Freight-Capacity-as-a-Service plus licensing of its autonomous stack and Saga AI fleet software. According to Einride, this combines hardware, software, and charging infrastructure for shippers.