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
Einride and Legato Merger Corp. III Announce
Public Filing of Registration Statement on Form F-4
STOCKHOLM, SWEDEN & NEW YORK, NY —
April 22, 2026 — 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 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 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
