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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 26, 2026
Legato Merger Corp. III
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands |
|
001-41945 |
|
98-1761148 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 777 Third Avenue, 37th Floor, New York, New York |
|
10017 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 319-7676
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one ordinary share and one-half of one redeemable warrant |
|
LEGT U |
|
NYSE American |
| |
|
|
|
|
| Ordinary shares, par value $0.0001 per share |
|
LEGT |
|
NYSE American |
| |
|
|
|
|
| Redeemable warrants, exercisable for ordinary shares at an exercise price of $11.50 per share |
|
LEGT WS |
|
NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. |
Entry Into a Material Definitive Agreement. |
As previously disclosed, on November 12, 2025, Legato Merger Corp. III, a Cayman Islands exempted company (“Legato”), Einride AB, a limited liability company formed under the laws of Sweden (“Einride”), and Einride Cayman Sub Limited, a Cayman Islands exempted company and a direct, wholly-owned subsidiary of Einride (“Merger Sub”), entered into a Business Combination Agreement (as it may be further amended, modified or supplemented from time to time, the “BCA”). Pursuant to the BCA, Legato will merge with and into Merger Sub, with Merger Sub surviving the merger (“Merger”). As a result of the Merger, Merger Sub will continue as a direct, wholly-owned subsidiary of Einride, with the shareholders of Legato becoming shareholders of Einride.
Amendment to BCA
On February 26, 2026, the parties entered into an amendment to the BCA (the “Amendment”). Pursuant to the Amendment, among other things, the Equity Value (as defined in the BCA) of Einride has been reduced from $1,800,000,000 to $1,350,000,000.
A copy of the Amendment is filed with this Current Report on Form 8-K (this “Current Report”) as Exhibit 2.1, and is incorporated herein by reference. The description of the Amendment has been included to provide investors with information regarding its terms. It is merely a summary of the Amendment and is qualified in its entirety by reference to the text of the Amendment and not intended to provide any other factual information about Legato, Einride or their respective affiliates.
PIPE
On February 26, 2026, Legato and Einride entered into subscription agreements (“Subscription Agreements”) with accredited investors (collectively, the “Investors”), pursuant to which Einride will, substantially concurrently with, and contingent upon, the consummation of the Merger, sell an aggregate of 12,235,420 American depositary shares of Einride (“ADSs”), each representing one ordinary share of Einride (“Ordinary Share”), to the Investors for an aggregate purchase price of $113.3 million (the “PIPE”). In addition, the Investors will receive warrants (the “Warrants”) to purchase an aggregate of 18,353,130 ADSs.
The closing of the Subscription Agreements (“Closing”) is conditioned upon, among other things, (i) all conditions precedent to the closing of the transactions contemplated by the BCA (the “Transaction”) contained in the BCA shall have been satisfied or waived and the closing of the Transaction shall be scheduled to occur concurrently with and on the same date as the date of the Closing (the “Closing Date”) and (ii) the accuracy of all representations and warranties of Einride and Legato in the Subscription Agreements (subject to certain bring-down standards).
Subscription Agreements
The
Subscription Agreements contain representations, warranties and covenants of Einride, Legato and the Investors that are customary for
agreements of their nature. In addition, the Subscription Agreements contain the following provisions:
|
● |
At the Closing, certain of the initial shareholders of Legato will transfer to one Investor 553,471 of the founder shares of Legato held by them (which will be exchanged for ADSs in the Merger), and Einride will issue to another Investor an additional 1,400,000 ADSs. |
|
● |
If, on the 24 month anniversary of the Closing Date, an Investor beneficially owns at least 50% of the ADSs originally subscribed for, Einride will issue to the Investor additional Warrants (the “Additional Warrants”) entitling the Investor to purchase 50% of the number of the ADSs originally subscribed for (giving effect to any reclassification, recapitalization, share division or consolidation, exchange or readjustment of Ordinary Shares or change in the number of Ordinary Shares represented by ADSs that may have occurred during the period from the Closing Date to and including the date of issuance of the Additional Warrants). |
|
● |
In the event that on the 21st trading day following the six-month anniversary of the effective date of the Registration Statement (as defined below), the VWAP of the ADSs is less than $10.90, each Investor will receive Warrants to purchase a number of additional ADSs equal to (i) the product of (x) the number of ADSs originally subscribed for, multiplied by (y) $10.90, divided by the Reset Price (as defined below) minus (ii) the number of ADSs originally subscribed for (the “Reset Warrants”). |
|
● |
The Additional Warrants and the Reset Warrants will contain substantially the same terms and conditions (including as to expiration date) as the Warrants, except that, in the case of the Additional Warrants, if the exercise price of the Warrants has been adjusted to the Measurement Price (as defined below), the initial exercise price of the Additional Warrants shall be the same as the exercise price of the Warrants after giving effect to such adjustment, and in the case of the Reset Warrants, the initial exercise price will be the Reset Price. The “Reset Price” is the greater of (x) the VWAP of the ADSs on the 21st trading day following the six-month anniversary of the effective date of the Registration Statement and (y) $5.00. |
|
● |
At the Investor’s election, the number of ADSs subscribed for may be reduced on a one-for-one basis by up to the aggregate number of (i) ordinary shares of Legato purchased by the Investor for its own account pursuant to open-market transactions with third parties prior to the record date for the Legato shareholder meeting at which the Transactions will be considered, and (ii) ordinary shares of Legato the Investor beneficially owns as of the date of the Subscription Agreements, in each case, that are held through the Closing Date. |
|
● |
Einride has agreed that on or prior to the Closing Date, and no later than 30 days thereafter, Einride will endeavor to file with the SEC (at its sole cost and expense) a registration statement on Form F-1 (the “Registration Statement”) registering the resale of the Registrable Securities (as defined in the Subscription Agreement), and will use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days after its filing (or 90 calendar days after its filing if the SEC notifies Einride that it will “review” the Registration Statement) and (ii) 5 business days after Einride is notified by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review, subject to customary liquidated damages in the event Einride is unable to meet the filing deadline. |
|
● |
From the date of the Subscription Agreements until six months from the effective date of the Registration Statement, Einride will not, without the prior written consent of the Investors who purchased at least a majority of the Ordinary Shares under the Subscription Agreements, issue, enter into any agreement to issue or announce the issuance of any Ordinary Shares, ADSs, or any securities of Einride that would entitle the holder thereof to acquire at any time ADSs or Ordinary Shares, in each case other than certain exempt issuances. |
Warrants
The Warrants are exercisable for ADSs (“Warrant ADSs”) at any time after the date of their issuance and expire five years after the date of their issuance. The exercise price per Warrant ADS under the Warrants is $10.90, subject to adjustment as set forth in the Warrant and described below. The Warrants may be exercised on a cashless “net issuance” basis.
The
Warrants are subject to a beneficial ownership limitation, at the election of the holder. If the election is made, Einride will not effect
any exercise of the Warrants, and a holder will not have the right to exercise any portion of the Warrants, to the extent that after
giving effect to such issuance after exercise the holder (together with the holder’s affiliates, and anyone acting as a group together
with the holder or any of the holder’s affiliates would beneficially own in excess of 4.9%, 9.9%, 19.9% (or such other amount as
the holder may specify) of the ADSs.
The exercise price of the Warrants is subject to adjustment if Einride (i) subdivides or combines (including by way of a reverse share split) the outstanding Ordinary Shares, (ii) issues by reclassification of Ordinary Shares into any capital shares of Einride, (iii) changes the number of Ordinary Shares represented by an ADS, (iv) issues any Ordinary Shares credited as fully paid to shareholders by way of capitalization of profits or reserves, (v) issues or sells pro rata to the record holders of the Ordinary Shares (directly or in the form of ADSs) any rights, options or warrants entitling them to subscribe for or purchase Ordinary Shares (directly or in the form of ADSs), or (vi) declares or makes any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise.
The exercise price of the Warrants also is subject to a one-time adjustment based on the subsequent market price. If, on the 21st trading day following the six-month anniversary of the effective date of the Registration Statement, the VWAP of the ADSs for the 20 trading day period commencing on the date that is six months after the effective date of the Registration Statement (the “Measurement Price”) is less than the exercise price then in effect, then the Exercise Price then in effect shall be reduced to an amount equal to the greater of (i) the Measurement Price and (ii) $5.00.
In addition, the exercise price of the Warrants is subject to adjustment for subsequent equity issuances. If and whenever during the period commencing on the date of the Subscription Agreements and ending on the expiration date of the Warrants, Einride issues or sells, or is deemed to have issued or sold, any Ordinary Shares (subject to certain exceptions) for proceeds per ADS less than the exercise price then in effect (where the aggregate amount of proceeds received by Einride, together with all prior issuances and sales conducted for the purpose of raising capital by Einride on or after the date of the Subscription Agreements that were excluded from this adjustment by this condition, exceeds $500,000), then immediately after such issuance, the exercise price then in effect shall be reduced to the amount of such proceeds per ADS.
Simultaneously with any adjustment to the exercise price, the number of Warrant ADSs will be increased or decreased proportionately so that the aggregate exercise price remains unchanged.
If
a Fundamental Transaction (as defined in the Warrants) occurs, then, upon any subsequent exercise of a Warrant, the holder will have
the right to receive, for each Warrant ADS that would have been issuable upon such exercise immediately prior to the occurrence of such
Fundamental Transaction, at the option of the Holder (without regard to the beneficial ownership limitation),
the number of Ordinary Shares of the successor or acquiring corporation or of Einride, if it is the surviving corporation, and any additional
consideration receivable as a result of such Fundamental Transaction by a holder of the number of Warrant ADSs for which this Warrant
is exercisable immediately prior to such Fundamental Transaction (without regard to the beneficial ownership limitation).
Additional Information
The ADSs and Warrants, and the Warrant ADSs, were offered and sold to the Investors in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”), based on the fact that the sale was made without any general solicitation or advertising and based on representations that each Investor (a) was a qualified institutional investor or an institutional accredited investor, (b) was not acquiring the securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, (c) understood that the offer and sale of the shares was not registered and acknowledged and agreed the shares generally may not be disposed of absent a registration statement under the Securities Act, subject to certain exceptions, including a disposition pursuant to an applicable exemption from the registration requirements, and (d) has received, and has had the opportunity to review and understand such financials and other information as the Investor deems necessary in order to make an investment decision with respect to the securities.
Forms of the Subscription Agreement and Warrant are filed with this Current Report as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference, and the foregoing description of Subscription Agreements and Warrants is qualified in its entirety by reference thereto.
|
Item 7.01 |
Regulation FD Disclosure. |
Press Release
Attached as Exhibit 99.1 to this Current Report on Form 8-K is a press release announcing the consummation of the PIPE.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by Legato under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward Looking Statements
Neither Legato, Einride nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive or to contain all the information that a person may desire in considering the proposed Transactions discussed herein. It is not intended to form the basis of any investment decision or any other decision in respect of the proposed Transactions.
This
Current Report on Form 8-K and the exhibits filed or furnished herewith include certain “forward-looking statements” within
the meaning of the federal securities laws with respect to the proposed transaction between Legato and Einride, including statements
regarding the benefits of the transaction, Einride’s or Legato’s expectations with respect to future performance, the addressable
market for Einride’s solutions and services, capitalization of Einride after giving effect to the transaction, the percentage of
Einride’s and Legato’s shareholders’ ownership interest in the equity of the combined company following the closing of the transaction,
Einride’s expected investments in the U.S. market, the anticipated timing of the Transactions, the business of Einride and the
markets in which it operates. Legato’s and Einride’s actual results may differ from their expectations, estimates and projections
and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements
generally are identified by the words “aspire,” “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “will
be,” “will continue,” “will likely result,” “could,” “should,” “would,”
“believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,”
“strategy,” and similar expressions are intended to identify such forward-looking statements.
Forward-looking statements are their managements’ current predictions, projections and other statements about future events that are based on current expectations and assumptions available to Einride and Legato, and, as a result, are subject to risks and uncertainties. Any such expectations and assumptions, whether or not identified in this Current Report on Form 8-K. should be regarded as preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Legato’s and Einride’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the risk that the benefits of the Merger may not be realized; the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the price of Legato’s securities; the amount of redemption requests made by Legato public shareholders and the failure to satisfy the conditions to the consummation of the Merger, including the failure of Legato’s shareholders to approve and adopt the Merger; risks related to the scaling of Einride’s business and the timing of expected business milestones; the ability to meet stock exchange listing standards following the consummation of the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the BCA; the outcome of any legal proceedings that may be initiated following announcement of the Merger; the combined company’s continued
listing on the Exchange; the risk that the proposed transaction disrupts current plans and operations of Einride as a result of the announcement and consummation of the Merger; the ability to recognize the anticipated benefits of the transaction, 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; costs related to the Merger; risks associated with changes in applicable laws or regulations applicable to Einride’s solutions and services and Einride’s international operations; the possibility that the combined company may be adversely affected by other economic, geopolitical, business, and/or competitive factors; supply shortages in the materials necessary for the production of Einride’s solutions; negative perceptions or publicity of Einride; risks related to working with third-party manufacturers for key components of Einride’s solutions; the termination or suspension of any of Einride’s contracts or the reduction in counterparty spending; 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; the impact of adverse public health developments; and other risks and uncertainties that will be detailed in the Proxy Statement/Prospectus (as defined below) and as indicated from time to time in Legato’s filings 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.
Legato and Einride caution that the foregoing list of factors is not exclusive. Legato and Einride caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither Legato nor Einride undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Forward-looking statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Einride’s registration statement on Form F-4 to be filed by Einride with the SEC (the “Form F-4”), and other documents filed by Einride 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 Current Report on Form 8-K are qualified by these cautionary statements. Einride 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 Einride nor Legato gives any assurance that either Einride or Legato will achieve its expectations. The inclusion of any statement in this Current Report on Form 8-K does not constitute an admission by Einride 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 proposed transaction between Einride and Legato, Einride intends to file the Form F-4 with the SEC which will include Einride’s prospectus as well as Legato’s proxy statement (the “Proxy Statement/Prospectus”). After the registration statement is declared effective, Legato plans to mail the definitive Proxy Statement/Prospectus 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 Current Report on Form 8-K 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 transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITYHOLDERS OF LEGATO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT EINRIDE, LEGATO, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the Proxy Statement/Prospectus (when available) and all other relevant documents filed with the SEC by Einride and Legato through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of the documents filed with the SEC on Legato’s website at https://legatomerger.com or by directing a written request to Legato at 777 Third Avenue, 37th Floor, New York, NY 10017 or by directing a written request to Einride at Stadsgården 6 116 45 Stockholm, Sweden.
Participants in the Solicitation
Legato, Einride and certain of their respective directors, executive officers, and employees may be considered 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 persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Legato in connection with the proposed transaction, including a description of their respective direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus described above when it is filed with the SEC. 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. Additional information regarding Legato’s directors and executive officers can also be found in Legato final prospectus dated February 5, 2024 and filed with the SEC on February 6, 2024. These documents are available free of charge as described above.
No Offer or Solicitation
This Current Report on Form 8-K shall 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 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 Current Report on Form 8-K 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.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
|
Description |
| 2.1 |
|
Amendment No. 1 to Business Combination Agreement, February 26, 2026, by and among Einride AB, Einride Cayman Sub Limited and Legato Merger Corp. III. |
| 4.1 |
|
Form of Warrant. |
| 10.1* |
|
Form of Subscription Agreement. |
| 99.1 |
|
Press Release. |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
| * |
Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Legato will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff 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 hereunto duly authorized.
| Dated: February 26, 2026 |
LEGATO MERGER CORP. III |
| |
|
|
| |
By: |
/s/ Gregory Monahan |
| |
|
Gregory Monahan |
| |
|
Chief Executive Officer |
Exhibit 99.1
Einride and Legato Merger Corp. III Announces $113 Million Oversubscribed Capital Raise in Support of Proposed Business Combination
STOCKHOLM, SWEDEN & NEW YORK, NY — February
26, 2026 — Einride AB (“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 publicly traded special purpose acquisition company today announced an oversubscribed
PIPE financing of approximately $113 million gross proceeds (the “PIPE”), in support of their previously announced proposed
business combination (the “Transaction”).
The PIPE financing was committed by new and existing investors including a global asset management company based on the West Coast of the United States, and Stockholm-based EQT Ventures. Proceeds from the PIPE are expected to support Einride’s technology roadmap and global expansion, including autonomous deployments across North America, Europe, and the Middle East, and additional commercial applications of the Company’s intelligent freight platform.
To date, investors have committed an aggregate of approximately $213 million in financing in connection with the Transaction, including both the PIPE financing and Einride’s already announced crossover financing of approximately $100 million. The proceeds from the PIPE financing exceeds the Company’s previously announced expectations to raise up to $100 million in additional capital to support the Transaction.
“This PIPE reflects strong investor confidence in Einride’s mission to transform global freight through autonomous and electric technology,” said Roozbeh Charli, Chief Executive of Einride. “With this additional capital, we believe we are well positioned to scale our commercial deployments of electric and autonomous freight solutions with both existing and new customers, while continuing to invest in our automated driving system and intelligent freight platform.”
“Einride continues to demonstrate leadership at the intersection of autonomy, electrification, and logistics,” said Eric Rosenfeld, Chief SPAC Officer of Legato. “We believe this PIPE investment underscores the compelling value proposition and long-term growth opportunity of Einride as the Company prepares to enter the public markets.”
For additional information about the PIPE, see Legato’s Current Report on Form 8-K, which will be filed promptly, following the issuance of this press release, and which can be obtained, without charge, at the Securities and Exchange Commission’s internet site (http://www.sec.gov).
The Transaction values Einride at a pre-money equity value of $1.35 billion and is expected to deliver approximately $333m in gross proceeds including the PIPE financing and $220 million in proceeds from Legato’s cash-in-trust before accounting for potential redemptions and transaction expenses. In addition, Einride and Legato may also pursue additional capital in connection with the closing of the Transaction to further support Einride’s long-term operating plan.
Subject to the satisfaction of closing conditions, including approval of Legato shareholders, regulatory approvals, the combined company expects to list its ordinary shares, represented by American depositary shares and warrants on the New York Stock Exchange during the first half of 2026 under the proposed ticker symbol “ENRD”.
TD Cowen acted as lead placement agent to Einride and BTIG acted as placement agent in connection with the announced PIPE transaction. DLA Piper LLP (US) acted as legal advisor to Einride in the PIPE transaction. Greenberg Traurig, LLP acted as legal advisor to TD Cowen and BTIG.
The securities being sold in the PIPE have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and accordingly may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Einride will webcast an investor presentation on March 19, 2026. More details to follow.
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
