Legato Merger Corp. III (LEGT) shareholders approve Einride business combination and merger plan

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Legato Merger Corp. III reported that shareholders approved its proposed business combination with Einride AB. At an extraordinary general meeting on June 4, 2026, holders voted in favor of the Business Combination Agreement, the related plan of merger, and the organizational documents proposal.

A quorum of 18,688,683 ordinary shares was present, and for each proposal 17,975,925 votes were cast in favor and 712,758 against, with no abstentions or broker non-votes. Because all key proposals passed with strong support, the adjournment proposal was not needed. The company is now seeking to consummate the merger, after which Merger Sub will remain a wholly owned subsidiary of Einride and current Legato shareholders will become Einride shareholders.

Insights

Shareholders approved all key proposals for Legato’s merger with Einride, moving the de-SPAC process toward closing.

The meeting results show clear support for the combination between Legato Merger Corp. III and Einride AB. The Business Combination Agreement, plan of merger, and organizational document changes were each approved with 17,975,925 votes for and 712,758 against.

This approval removes an important governance hurdle so the parties can work to close the transaction under the Business Combination Agreement. Actual closing still depends on satisfying remaining conditions referenced in that agreement, and the filing notes the company is in the process of seeking to consummate the business combination.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Warrant exercise price: $11.50 per share Quorum shares represented: 18,688,683 shares Votes for key proposals: 17,975,925 shares +3 more

6 metrics

Warrant exercise price $11.50 per share Redeemable warrants exercisable for ordinary shares

Quorum shares represented 18,688,683 shares Shares present at extraordinary general meeting on June 4, 2026

Votes for key proposals 17,975,925 shares For Business Combination, Merger, and Organizational Documents Proposals

Votes against key proposals 712,758 shares Against each of the three approved proposals

Abstentions 0 shares Across all three proposals voted

Broker non-votes 0 shares Across all three proposals voted

Key Terms

Business Combination Agreement, plan of merger, extraordinary general meeting, emerging growth company, +1 more

5 terms

Business Combination Agreement financial

"entered into a Business Combination Agreement (“Business Combination Agreement”)"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

plan of merger regulatory

"that the plan of merger to be filed with the Registrar of Companies"

A plan of merger is the legal blueprint that spells out exactly how two or more companies will combine, including what each side will give or receive (cash, stock, or a mix), who will run the combined business, and the conditions that must be met before the deal closes. It matters to investors because it determines how ownership, value and control will change—like a recipe that tells you how ingredients will be combined and what needs to happen before you can serve the final dish—so shareholders and regulators often must approve it and it can materially affect the stock price.

extraordinary general meeting regulatory

"the Company held an extraordinary general meeting (the “Meeting”)"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

redeemable warrants financial

"Redeemable warrants, exercisable for ordinary shares at an exercise price of $11.50 per share"

A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.

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Understanding 8-K Material Events →

06/05/2026 - 05:00 PM

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): June 4, 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 5.07. Submission of Matters to a Vote of Security Holders.

As previously disclosed, on November 12, 2025, Legato Merger Corp. III, a Cayman Islands exempted company (the “Company”), 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 (“Business Combination Agreement”). Pursuant to the Business Combination Agreement, the Company 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 the Company becoming shareholders of Einride.

On June 4, 2026, the Company held an extraordinary general meeting (the “Meeting”) to approve the following resolutions:

	●	as an ordinary resolution, that (i) the Business Combination Agreement, dated as November 12, 2025, as amended, by and among the Company, Einride and Merger Sub, (ii) the other transaction agreements related to the Business Combination Agreement, and (iii) the completion of the transactions, in accordance with the terms and subject to the conditions set forth in the Business Combination Agreement and such transaction agreements, be approved in all respects (the “Business Combination Proposal”);

	●	as a special resolution, that the plan of merger to be filed with the Registrar of Companies of the Cayman Islands, and the transactions contemplated thereunder, including, without limitation, that the Company shall merge with and into Merger Sub with Merger Sub being the surviving company, be and are hereby adopted and approved and authorized in all respects (the “Merger Proposal”);

	●	as an ordinary resolution, that certain material differences between the Company’s Articles and the Amended Einride Articles, presented separately in accordance with SEC requirements, be approved, on a non-binding advisory basis (collectively, the “Organizational Documents Proposal”); and

	●	as an ordinary resolution, that the adjournment of the Meeting to a later date or dates, if it is determined by the chairman presiding over the Meeting that more time is necessary for the Company to consummate the merger and the transactions, be approved (the “Adjournment Proposal”).

An aggregate of 18,688,683 ordinary shares of the Company, which represented a quorum of the outstanding ordinary shares entitled to vote as of the record date of May 7, 2026, were represented in person or by proxy at the Meeting.

The Company’s shareholders voted on the proposals at the Meeting, which were approved as follows:

(1)

Proposal No. 1 — The Business Combination Proposal

For		Against		Abstain		Broker Non-Votes
17,975,925		712,758		0		0

(2)

Proposal No. 2 — The Merger Proposal

For		Against		Abstain		Broker Non-Votes
17,975,925		712,758		0		0

(3)

Proposal No. 3 — The Organizational Documents Proposal

For		Against		Abstain		Broker Non-Votes
17,975,925		712,758		0		0

Because quorum was obtained and the other proposals were approved, the Company did not hold a vote on the Adjournment Proposal.

The Company is in the process of seeking to consummate the business combination with Einride.

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: June 5, 2026	LEGATO MERGER CORP. III

	By:	/s/ Gregory Monahan
		Gregory Monahan
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Legato Merger Corp. III (LEGT) shareholders approve with Einride?

Shareholders approved a business combination where Legato Merger Corp. III will merge with Einride Cayman Sub Limited, a wholly owned subsidiary of Einride AB. After the merger, Merger Sub remains Einride’s subsidiary and current Legato shareholders will become shareholders of Einride.

How did LEGT shareholders vote on the Einride business combination proposals?

For each key proposal, 17,975,925 votes were cast in favor and 712,758 against, with no abstentions or broker non-votes. These tallies applied to the Business Combination Proposal, the Merger Proposal, and the Organizational Documents Proposal at the extraordinary general meeting.

Did Legato Merger Corp. III have a quorum at the extraordinary general meeting?

Yes. An aggregate of 18,688,683 ordinary shares were represented in person or by proxy as of the May 7, 2026 record date. This level of participation met quorum requirements, allowing shareholders to validly vote on the business combination and related proposals.

What happened to the adjournment proposal at LEGT’s shareholder meeting?

The adjournment proposal was not submitted to a vote. Because quorum was obtained and shareholders approved the core business combination, merger, and organizational document proposals, there was no need to seek authority to adjourn the meeting to a later date.

What are the next steps for Legato Merger Corp. III and Einride after the vote?

The filing states Legato is in the process of seeking to consummate the business combination with Einride. Closing will occur in accordance with the Business Combination Agreement’s terms and conditions, after which Legato shareholders will hold shares in Einride instead of Legato.

What securities of Legato Merger Corp. III are listed on NYSE American?

Legato lists three securities on NYSE American: units (symbol LEGT U), ordinary shares with par value $0.0001 per share (symbol LEGT), and redeemable warrants exercisable for ordinary shares at an exercise price of $11.50 per share (symbol LEGT WS).

Filing Exhibits & Attachments

4 documents

Legato Merger Corp. III (LEGT) shareholders approve Einride business combination and merger plan

Rhea-AI Filing Summary

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