Legato Merger Corp. III 8-K

What Happened

• Legato Merger Corp. III (LEGT) filed an 8-K reporting the closing of its business combination with Einride AB. The closing occurred in early June 2026 (press release dated June 9, 2026; 8‑K filed June 10, 2026).
• Under an Amended Warrant Agreement, Legato assigned to Einride all rights and obligations under Legato’s warrant agreement; outstanding Legato warrants are no longer exercisable for Legato ordinary shares and instead are exercisable for Einride ordinary shares in the form of ADSs.
• Legato and Einride requested NYSE American delisting of Legato’s units, ordinary shares and warrants. Einride ADSs and Einride warrants are expected to begin trading on Nasdaq under the ticker “ENRD” on June 10, 2026.

Key Details

• Closing date/reference: press release dated June 9, 2026; 8‑K filed June 10, 2026.
• Warrant change: outstanding Legato warrants converted to be exercisable for Einride ADSs per the Amended Warrant Agreement (Exhibit 4.1).
• Registration: Einride, Legato and certain securityholders entered a new Registration Rights Agreement (Exhibit 10.1) obligating Einride to file and seek effectiveness of resale registration statements as soon as practicable.
• Corporate changes: Legato merged into Merger Sub and ceased to exist as a separate entity; Legato ceased to be a shell company. All of Legato’s directors and officers resigned effective upon closing (not due to disagreements).

Why It Matters

• For investors, this 8‑K confirms the legal and structural completion of the merger: shareholders of Legato will now hold Einride securities (ADSs and Einride warrants) rather than interests in Legato.
• The delisting request and Nasdaq listing plan mean trading will move from NYSE American to Nasdaq under the ENRD ticker, affecting where investors buy/sell the post‑combination securities.
• The new registration rights provide a pathway for resales of certain shares and warrants, which can affect liquidity and the ability of holders to sell their positions once the registration statement is declared effective.