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Einride AB updates its existing F-1 prospectus, which covers the potential issuance of up to 10,340,310 ordinary shares in the form of ADSs upon warrant exercise and the resale of up to 103,961,050 ordinary shares (as ADSs) and 118,374 warrants by selling securityholders.
Separately, Einride has agreed to acquire Flipturn, Inc. through a stock-for-stock merger in which Flipturn will become a wholly owned subsidiary. At closing, Flipturn shareholders are expected to receive Einride ADSs valued at approximately $38.4 million, subject to adjustments for debt, cash and transaction expenses, with potential additional earnout consideration of up to $33.0 million in ADSs if specified milestones are achieved.
The number of ADSs issued will be based on the volume-weighted average trading price of Einride ADSs over a period ending two trading days before closing. The deal is subject to customary conditions, including Flipturn stockholder approval, and may be terminated if not closed by December 31, 2026; the parties currently expect closing in the third quarter of 2026.
ADSs issued to Flipturn stockholders will be unregistered, restricted securities subject to staged lock-up releases tied to time and share price thresholds, including partial release one month after closing if ADSs trade at or above $9.20 and broader release after six months or if the ADS price meets a $18.00 VWAP test. Einride has agreed to file a resale registration statement within 30 days after closing and seek effectiveness within 90–120 days.
Einride AB agreed to acquire Flipturn, Inc., a charging and energy management software company, in an all-stock merger valued at an estimated $38.4 million in Einride American depositary shares (ADSs), plus up to $33.0 million in additional earnout ADSs upon achieving specified milestones.
At closing, Flipturn will become a wholly owned subsidiary, with Flipturn stock converted into Einride ADSs based on a volume-weighted average trading price measured from June 10, 2026 to two trading days before closing. The ADSs will be issued as restricted securities, with 25% locked for at least one month (subject to a $9.20 price condition) and 75% locked until the earlier of six months after closing, a sustained $18.00 VWAP, or a change of control. Einride will assume Flipturn stock options and commit to register the resale of ADSs on a Form F-1 within 30 days after closing.
The deal is subject to customary conditions, including Flipturn stockholder approval, and is expected to close in the third quarter of 2026, with an outside date of December 31, 2026. Strategically, the acquisition adds Flipturn’s customer base with over 250 megawatts of charging capacity and is expected to lay the foundation for what Einride describes as North America’s largest heavy-duty EV charging ecosystem.
Einride AB is registering up to 10,340,310 ADSs issuable upon exercise of warrants and up to 103,961,050 ADSs plus 118,374 warrants for resale by existing securityholders. Einride will not receive proceeds from these resales but could receive up to approximately $118.9 million if all warrants are exercised for cash at $11.50 per ADS. The 103,961,050 ADSs represent about 51.2% of issued and outstanding ordinary shares on a post-exercise basis, and the company warns that sales or perceived sales of these securities could increase volatility or significantly depress the ADS price.
Einride provides digital, electric and autonomous road freight solutions built around its Saga platform and Einride Driver autonomous system, delivered via Freight-Capacity-as-a-Service and SaaS models. As of December 2025, its vehicles had driven over 14 million electric miles across more than 450,000 shipments, abating over 26,000 tons of CO2 with 99.7% on-time performance, serving 30 customers in seven countries. Management reports FCaaS Annual Recurring Revenue of approximately $92 million and run-rate operational revenue of $49 million, and estimates non-binding Joint Business Plans could support long-term ARR of about $800 million.
The company completed a business combination with Legato Merger Corp. III on June 9, 2026, alongside a $113.3 million PIPE that included 12,235,420 ADSs and 18,353,130 PIPE warrants, while 16,596,675 SPAC public shares (about 98.3% of the public float) were redeemed for $183.9 million. Einride has a limited operating history and significant net losses (TSEK 1,721,676 in 2025 and TSEK 967,611 in 2024), operates in rapidly evolving autonomous and electric trucking markets, and highlights substantial technology, safety, regulatory, customer concentration and competition risks. It is both an emerging growth company and a foreign private issuer, using reduced U.S. reporting and Swedish corporate governance practices.
Einride AB held its Annual General Meeting of Shareholders on June 30, 2026, where shareholders approved and adopted all matters submitted to them, as previously described in the company’s Form 6-K reports dated June 16 and June 23, 2026.
Following the election of R. Lynn Atchison at the meeting, the board reorganized its committees. Atchison was appointed to the audit committee and the nominations committee. The audit committee now consists of Atchison (chair), Eric S. Rosenfeld and Gregory Monahan. The compensation committee consists of Monahan (chair), Ted Persson and Lorenzo Roversi, while the nominations committee consists of Rosenfeld (chair), Persson and Atchison.
Einride AB filed a Form F-1 to register up to 103,961,050 Ordinary Shares represented by ADSs, plus up to 10,340,310 ADSs issuable upon exercise of Warrants and up to 118,374 Warrants. The prospectus registers these "Resale Securities" to permit named selling securityholders to offer and sell their holdings from time to time; the company will not receive proceeds from such resales. The filing also states the company would receive up to $118.9 million if all Warrants are exercised for cash at the disclosed exercise price of $11.50 per share. The ADSs trade on Nasdaq under "ENRD" and the Warrants under "ENRDW." The prospectus discloses historical operating metrics, commercial contracts (including ARR of approximately $92 million as of February 2026), recent closing of the Business Combination with Legato III on June 9, 2026, and the PIPE investment of $113.3 million.
Einride AB director Rebecca Lynn Atchison filed an initial Form 3 reporting statement of ownership. The filing lists her as a director of Einride AB but does not report any stock purchases, sales, option exercises, or other transactions. It functions as a baseline disclosure of her insider status rather than a record of trading activity.
Einride AB General Counsel Waldenor Viveka Linander filed an amended Form 3 to correct previously reported warrant holdings. The amendment updates the number of warrants in Table II from 14,656 to 14,700, reflecting the accurate amount.
The warrants relate to ordinary shares at an exercise price of $7.62 per share and expire on May 31, 2028. According to the disclosure, 423 warrants are vested, while the remaining 14,277 will vest in equal monthly installments until February 14, 2028. The filing states there are no changes to the previously reported Table I holdings.
Einride AB insider Henrik Green, CTO & GM of Autonomous Tech., amended his initial ownership report to correct a warrant position. The filing now shows warrants over 354,084 ordinary shares at an exercise price of $7.62 per share, expiring on May 31, 2028. The warrants were granted on May 15, 2025 and are fully vested. Common share holdings reported previously are unchanged.
Einride AB filed an amended Form 3 for executive David Hallgren, GM of Electric Mobility, to correct his stock option holdings. He holds stock options over 316,000 ordinary shares at an exercise price of $7.62 per share, expiring on October 1, 2035. The options were granted on October 1, 2025, with 223,816 options vested and the remaining 92,184 vesting in equal monthly installments until October 1, 2028. The amendment fixes a prior calculation error that reported 315,053 underlying shares instead of 316,000.