Legato Merger Corp. III

8-K · legatomerger3_8k.htm iXBRL

0002002038

 2026-06-04
 2026-06-04

 0002002038

 CIK0002002038:UnitsEachConsistingOfOneOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember

 2026-06-04
 2026-06-04

 0002002038

 CIK0002002038:OrdinarySharesParValue0.0001PerShareMember

 2026-06-04
 2026-06-04

 0002002038

 CIK0002002038:RedeemableWarrantsExercisableForOrdinarySharesAtExercisePriceOf11.50PerShareMember

 2026-06-04
 2026-06-04

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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): 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”) . P ursuant
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.

  

 1

  

  

 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

  

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