Filed
by Einride AB
Pursuant
to Rule 425 under the Securities Act of 1933,
as
amended, and deemed filed under Rule 14a-12
under
the Securities Exchange Act of 1934, as amended
Subject
Company: Legato Merger Corp. III
Commission
File No.: 001-41945
On
February 11, 2026, Einride AB issued the following press release:
Einride
Joins the European Connected and Autonomous Vehicle Alliance (ECAVA)
STOCKHOLM,
SWEDEN— February 11th, 2026 — Einride AB, a technology company accelerating
the shift to cost-efficient electric and autonomous freight operations for some of the world’s largest shippers, today announced
it has joined the European Connected and Autonomous Vehicle Alliance (ECAVA), a European Commission-facilitated initiative. ECAVA will
advise EU institutions as the union transitions from policy design and pilot phases to implementing binding rules, market enforcement,
and scaled deployment of advanced mobility, automation, and AI-enabled systems.
ECAVA
unites key stakeholders across the European automotive and technology ecosystem. Einride’s involvement reflects its extensive operational
experience across multiple EU jurisdictions, with permits for autonomous driving secured in four countries, providing a real-world freight
perspective to advance autonomous and sustainable mobility. Einride is the only autonomous freight
operator selected to participate in the exclusive forum to shape the future of European connected, cooperative and automated mobility.
“Europe
is ready to compete, and Einride’s participation in ECAVA reflects the progress we’ve made across member states in autonomous,
electric, and digital freight,” said Roozbeh Charli, CEO of Einride. “Freight is the backbone of Europe’s economy and
advancing autonomous transport is essential to strengthening the region’s competitiveness, resilience, and supply chain efficiency.
As Europe defines the future of connected and automated mobility, Einride’s role as ECAVA’s only autonomous freight operator
brings essential operational insight to support Europe’s leadership in this transition.”
Einride
uniquely contributes its direct experience from operating autonomous freight commercially deployed on roads under permits and approvals
based upon its independently audited and government-approved living safety case. Combined with a vertically integrated model spanning
vehicle hardware, autonomous software, fleet operations and end-to-end logistics that are independently audited and deployable across
jurisdictions, Einride’s experience will help inform scalable governance frameworks for autonomous freight operations across borders.
With
its proprietary autonomous and electric technology platform and Freight-Capacity-as-a-Service (FCaaS) model, Einride integrates AI-driven
operational planning, electric transport capacity, purpose-built cab-less autonomous trucks, a proprietary
vehicle-agnostic software system that integrates advanced sensors from leading partners and strategically deployed charging infrastructure
to serve customers’ transport demand with fewer vehicles, lower energy use, and reduced overall
transport cost.
Recently,
Einride announced plans to pursue a public listing on the New York Stock Exchange through a proposed business combination with Legato
Merger Corp. III (NYSEAMERICAN: LEGT), a special purpose acquisition company. The Company has established strong commercial traction,
with more than 25 enterprise customers across seven countries, approximately $65 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.
Einride
has received industry-first regulatory permits for autonomous vehicle operations across the U.S. and Europe, maintains a zero traffic
incident safety record, and has developed proprietary AI-powered technology that enables cost-effective freight solutions through its
comprehensive platform. With a focus on autonomy, electrification,
and scalable fleet operations, the company is positioned to play a leading role in the transformation of the $4.6 trillion global road
freight market.
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 proposed 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 proposed business
combination 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 will be described in the “Risk Factors” section of the Company’s registration statement on Form F-4 to be filed
by the Company with the U.S. Securities and Exchange Commission (the “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 intends to file a registration statement on Form F-4 with the SEC that will include a proxy
statement of Legato and a 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 proposed Transaction. Legato also will
file other documents regarding the proposed Transaction with the SEC. This communication does not contain all the information that should
be considered concerning the proposed 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 proposed Transaction as they become available because they will contain important information about the proposed
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 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 proposed 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 proposed Transaction may be obtained by reading the proxy statement/prospectus
regarding the proposed 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 not constitute a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the proposed
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 proposed 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
