UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of July 2026
Commission
File Number: 001-43336
Einride
AB
(Translation
of registrant’s name into English)
Stadsgården
6
116
45 Stockholm
Sweden
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Entry
into Merger Agreement
On
July 16, 2026, Einride AB, a public limited liability company organized under the laws of Sweden (the “Company”), entered
into an Agreement and Plan of Merger (the “Merger Agreement”) with Einride FUSE Merger Sub, Inc., a Delaware corporation
and wholly owned subsidiary of the Company (“Merger Sub”), Flipturn, Inc., a Delaware corporation (“Flipturn”),
and Shareholder Representative Services LLC, solely in its capacity as stockholder representative.
The
Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Flipturn,
with Flipturn surviving the merger and becoming a wholly owned subsidiary of the Company (the “Merger”).
Merger
Consideration
At
the effective time of the Merger (the “Effective Time”), each outstanding share of Flipturn capital stock will be converted
into the right to receive American depositary shares of the Company (“Company ADSs”), each representing one ordinary share
of the Company, based on the applicable exchange ratio specified in the Merger Agreement for the relevant class or series of Flipturn
capital stock. The aggregate merger consideration to be issued at the closing of the Merger (the “Closing” and such aggregate
merger consideration, “Closing Merger Consideration”) has an estimated value of approximately $38.4 million, subject to certain
adjustments, including adjustments for indebtedness, cash and unpaid transaction expenses. In addition, former holders of Flipturn equity
may become entitled to receive up to approximately $33.0 million of additional consideration (“Earnout Consideration”) in
the form of Company ADSs upon the achievement of specified earnout milestones, subject to the terms and conditions of the Merger Agreement.
The
number of Company ADSs issuable as Closing Merger Consideration and any Earnout Consideration will be determined by reference to the
volume-weighted average trading price of the Company ADSs during the period beginning on June 10, 2026, and ending two trading days prior
to the date of the Closing (the “Closing Date”). In connection with the Merger, outstanding Flipturn stock options will be
assumed by the Company and converted into options to acquire Company ADSs, in each case based on the applicable exchange ratio and otherwise
pursuant to the terms of the Merger Agreement.
Closing
Conditions and Termination
The
Closing is subject to customary closing conditions, including approval of the transaction by Flipturn’s stockholders, the accuracy
of specified representations and warranties, compliance in all material respects with specified covenants and the absence of certain
legal restraints.
The
Merger Agreement contains customary termination rights for both the Company and Flipturn, including termination by the Company or Flipturn
if the Closing has not occurred on or before December 31, 2026.
Subject
to the satisfaction or waiver of the closing conditions, the parties currently expect the Closing to occur during the third quarter of
2026.
Issuance
of Company ADSs; Lock-Up; Registration Rights
The
Company ADSs issuable pursuant to the Merger Agreement will not be registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), and will be issued in reliance upon available exemptions from the registration requirements of the Securities
Act.
The
Company ADSs issued to Flipturn stockholders under the Merger Agreement will constitute restricted securities and may not be offered,
sold or otherwise transferred absent an effective registration statement or an available exemption from the registration requirements
of the Securities Act. In addition, with respect to the Company ADSs issued to Flipturn stockholders on the Closing Date, each such holder
may not, subject to certain permitted transfers, directly or indirectly, sell, offer to sell, contract to sell, pledge, grant any option
to purchase, lend, hedge, short sell, swap, enter into any derivative transaction, transfer by gift or distribution, or otherwise dispose
of any economic interest in such Company ADSs until released from such restrictions as follows: (i) twenty-five percent (25%) of the
Company ADSs (the “Tranche 1 Shares”) held by each Flipturn stockholder will be released from the lock-up restrictions on
the date that is one month after the Closing Date, provided, that at the time of sale, the Company ADSs are trading at or above $9.20,
and provided further, that any of such Tranche 1 Shares that remain unreleased will be released concurrently with the Tranche 2 Shares
(as defined below); and (ii) seventy-five percent (75%) of the Company ADSs (the “Tranche 2 Shares”) issued to each Flipturn
stockholder will be released from the lock-up restrictions on the earliest to occur of (i) six months after the Closing Date, (ii) the
date on which the volume-weighted average price of a Company ADS equals or exceeds $18.00 for any 20 trading days within any 30 consecutive
trading day period ending after the Closing Date and (iii) the date on which a change of control of the Company is consummated. Any resale
of Company ADSs following release from the lock-up restrictions will remain subject to the availability of an effective registration
statement or an applicable exemption from registration under the Securities Act.
The
Company has agreed to file a registration statement on Form F-1 (or such other form as may be appropriate) covering the resale of the
Company ADSs issued or issuable in connection with the Merger no later than 30 calendar days following the Closing Date, and to use commercially
reasonable efforts to cause such registration statement to be declared effective as promptly as practicable after the filing thereof,
and in any event, no later than 90 calendar days following the Closing Date (or, if the U.S. Securities and Exchange Commission (the
“SEC”) issues written comments to such registration statement, 120 calendar days following the Closing Date).
The
foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified
in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Report on Form 6-K and incorporated
herein by reference.
Press
Release
On
July 21, 2026, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is furnished
as Exhibit 99.1 to this Report on Form 6-K.
Forward-Looking
Statements
This
Report on Form 6-K contains certain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking
statements include, but are not limited to, statements regarding the anticipated consummation of the Merger, the expected timing and
benefits of the Merger, the issuance and registration of Company ADSs, the potential payment of the Earnout Consideration, the operation
of Flipturn following the Closing Date and other statements that are not historical facts. These statements are based on current expectations,
estimates, forecasts and projections and involve risks and uncertainties that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Many factors could cause actual future events to differ materially from the
forward-looking statements in this Report on Form 6-K, 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 continuing listing standards; (3) risks
associated with changes in laws or regulations applicable to the Company’s solutions and services and the Company’s international
operations; (4) the possibility that the Company may be adversely affected by other economic, geopolitical, business, and/or competitive
factors; (5) supply shortages in the materials necessary for the production of the Company’s solutions; (6) negative perceptions
or publicity of the Company; (7) risks related to working with third-party manufacturers for key components of the Company’s solutions;
(8) the termination or suspension of any of the Company’s contracts or the reduction in counterparty spending; (9) the ability
of the Company to issue securities in the future; (10) the possibility that the Merger may not be completed on the anticipated timeline
or at all; (11) the ability to recognize the anticipated benefits of the Merger; (12) costs related to the Merger; (13) the risk that
Flipturn, following the Closing, will not be integrated successfully; (14) the possibility that the proposed Merger may not be completed
on the anticipated timeline or at all, including as a result of the failure to satisfy closing conditions or to obtain required regulatory
approvals; (15) the risk of litigation and/or regulatory actions related to the proposed Merger; (16) the ability to retain key employees
and customers of Flipturn; and (17) negative effects of the announcement or the consummation of the proposed Merger on the market price
of the Company’s securities or operating results or on relationships with customers, suppliers and other counterparties.
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 Company’s filings with SEC including under the heading “Risk Factors.” 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 Report on Form 6-K 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.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger, dated as of July 16, 2026, by and among Einride AB, Einride FUSE Merger Sub, Inc., Flipturn, Inc. and Shareholder Representative Services LLC, as Stockholder Representative. |
| 99.1 |
|
Press Release, issued on July 21, 2026. |
*
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally
a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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, thereunto duly authorized.
| Date:
July 21, 2026 |
EINRIDE
AB |
| |
|
|
| |
By: |
/s/
Viveka Linander Waldenor |
| |
Name: |
Viveka
Linander Waldenor |
| |
Title: |
General
Counsel |
Exhibit 99.1
Einride
to Acquire Charging and Energy Software Company Flipturn, Creating North America’s Largest Heavy-Duty Charging Network
| ● | All-stock
acquisition strengthens Einride’s U.S. presence and customer offering as the Company
continues to scale its North American operations. |
| ● | This
acquisition consolidates the industry and creates the first fully-integrated electric freight
technology stack, including charge point management and energy systems, and the brokerage
layer that connects fleets to third-party charging networks. |
| ● | By
aggregating charging demand at scale, Einride gets more competitive access to third-party
charging networks. |
STOCKHOLM,
SWEDEN — July 21, 2026 — Einride AB (Nasdaq: ENRD) (“Einride” or the “Company”), a freight technology
company driving the transition to cost-efficient autonomous and electric operations for some of the world’s largest shippers, today
announced it entered into a definitive agreement to acquire Flipturn, Inc. (“Flipturn”), a developer of charging and energy
management software for electric fleets. The acquisition is expected to lay the foundation for North America’s largest heavy-duty
EV charging ecosystem, connecting available charging capacity with fleets making the shift to electric.
The
acquisition will add Flipturn’s established customer base with over 250 megawatts of charging capacity to Einride’s portfolio,
including some of North America’s largest truckload transportation, autonomous, and last mile delivery fleets. This more than doubles
Einride’s existing energy under management.
“This
acquisition is a decisive step in our U.S. scaling strategy. Flipturn will further strengthen Einride’s software layer for electric
heavy-duty freight optimization and improve our customer offering by adding more cost efficient, more reliable, and accessible charging
to our customers,” said Roozbeh Charli, Chief Executive Officer, Einride. “With Flipturn, Einride is expected to become the
first company in the industry with a fully vertically integrated electric freight technology stack.”
Saga
AI, Einride’s AI-driven platform for optimizing electric freight, has supported over 19 million electric miles worldwide, continuously
optimizing vehicle utilization, energy consumption, and operational performance. Flipturn will strengthen Einride’s software layer
for charging infrastructure: using AI to predict charging times, optimize power delivery, and adapt to each fleet’s vehicle and
battery behavior over time, as well as keeping chargers online, handling driver access and payments (eMSP), and orchestrating on-site
controllers.
Flipturn’s
energy management technology also helps reduce grid energy costs, including time-of-use tariffs and peak demand charges, enabling a lower
total cost of energy. By aggregating charging demand at scale, Einride can also negotiate more competitive access to third-party charging
networks.
“Einride
has spent a decade at the forefront of autonomous and electric freight, and that technical depth is what drew us to them. Our customers
will keep the same team and platform they rely on today, with Einride’s technology and scale behind us to deliver an even better
charging experience,” said Katie Siegel, co-founder and CEO, Flipturn.
Deal
Structure
The
purchase price consideration is $38.4 million, subject to adjustment, to be paid in Einride American depositary shares (“Einride
ADSs”) representing ordinary shares of Einride at closing. The number of Einride ADSs to be issued to stockholders of Flipturn
will be determined by reference to the volume weighted average share price from June 10th, 2026, the Company’s first trading day,
up until two trading days before the closing date. As of the market close on July 20, 2026, the volume weighted average share price of
Einride ADSs since June 10th was approximately $10 per share. Flipturn stockholders are also entitled to earnout consideration whereby
Einride will issue additional Einride ADSs to Flipturn stockholders upon the achievement of certain milestones.
Completion
of the proposed acquisition is anticipated to occur in July 2026, subject to customary closing conditions and regulatory approvals.
About
Einride
Founded
in Stockholm in 2016, Einride (Nasdaq: ENRD) is a technology leader driving the transition to sustainable, cost-efficient autonomous
and electric freight operations. The company’s platform integrates AI-powered freight intelligence, proprietary autonomous technology,
and one of the world’s largest electric heavy-duty fleets. Einride serves a global customer base across North America, Europe,
and the Middle East through a dual business model encompassing Freight-Capacity-as-a-Service (FCaaS) and a Software-as-a-Service (SaaS)
platform.
About
Flipturn
Flipturn
is a leading EV charging and energy management platform that helps organizations maximize charger uptime, reduce energy costs, and simplify
charging operations. Flipturn serves Fortune 500 companies, major fleet and charging operators, and commercial property owners across
North America.
Investor
& Media Contacts
Einride
Christina
Zander
Head
of Communications Einride
press@einride.tech,
einride@icrinc.com
Forward-Looking
Statements
This
press release contains certain “forward-looking statements” within the meaning of U.S. federal securities laws including,
but not limited to, statements regarding the anticipated benefits of Einride’s proposed acquisition of Flipturn, Einride’s
expectations with respect to future performance after giving effect to the acquisition, timing of the closing of the acquisition, and
the potential payment of earnout consideration to Flipturn stockholders.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 press release, 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 press release, 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 continuing listing standards; (3) risks associated with changes in laws or regulations applicable to the
Company’s solutions and services and the Company’s international operations; (4) the possibility that the Company may be
adversely affected by other economic, geopolitical, business, and/or competitive factors; (5) supply shortages in the materials
necessary for the production of Einride’s solutions; (6) negative perceptions or publicity of the Company; (7) risks related
to working with third-party manufacturers for key components of Einride’s solutions; (8) the termination or suspension of any
of Einride’s contracts or the reduction in counterparty spending; (9) the ability of Einride to issue securities in the
future; (10) the ability of the Company to achieve its potential long-term ARR under its joint business plans with customers; (11)
the ability to recognize the anticipated benefits of the acquisition; (12) costs related to the acquisition; (13) the risk that
Flipturn, following the closing of the proposed acquisition, will not be integrated successfully; (14) the possibility that the
proposed acquisition may not be completed on the anticipated timeline or at all, including as a result of the failure to satisfy
closing conditions or to obtain required regulatory approvals; (15) the risk of litigation and/or regulatory actions related to the
proposed acquisition; (16) the ability to retain key employees and customers of the acquired business; and (17) negative effects of
the announcement or the consummation of the proposed acquisition on the market price of Einride’s securities or operating
results or on relationships with customers, suppliers and other counterparties.
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 Company’s filings with U.S. Securities and Exchange Commission (the “SEC”) including under
the heading “Risk Factors.” 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 press release 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.
