Legato Merger Corp. III
05/06/2026 | Press release | Distributed by Public on 05/06/2026 15:26
Proxy Results, Financial Obligation, Amendments to Bylaws (Form 8-K)
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 5.07 is incorporated by reference into this item to the extent required.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 is incorporated by reference into this item to the extent required.
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 ("BCA"). Pursuant to the BCA, 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 May 5, 2026, the Company held an extraordinary general meeting (the "Meeting") to approve the following resolutions:
| ● | to resolve as a special resolution, that the Company's amended and restated memorandum and articles of association as adopted by special resolution dated February 5, 2024 with effect from February 5, 2024 be amended pursuant to which the board of directors of the Company may extend the date by which the Company must consummate a business combination on a monthly basis, up to three (3) months (or until August 8, 2026), unless the closing of a business combination shall have occurred prior thereto or such earlier date as shall be determined by the Board in its sole discretion, provided that Einride or another mutually agreed upon third party on behalf of Einride or the Company, including but not limited to each of their respective officers, directors, affiliates or designees, lends to the Company $0.03 per public share outstanding on such date for each month extension utilized to consummate an initial business combination and such funds are deposited into the trust account established by the Company in connection with its initial public offering (the "Extension Proposal"). | |
| ● | to resolve as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to approve the Extension Proposal be approved (the "Adjournment Proposal"). |
An aggregate of 21,845,115 ordinary shares of the Company, which represented a quorum of the outstanding ordinary shares entitled to vote as of the record date of March 30, 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 Extension Proposal |
| For | Against | Abstain | Broker Non-Votes | |||
| 21,835,897 | 5,782 | 3,436 | 0 |
Because quorum was obtained and the Extension Proposal was approved, the Company did not hold a vote on the Adjournment Proposal.
The amendments to the Amended and Restated Memorandum and Articles of Association of the Company to be filed with the Cayman Islands Registrar of Companies to effectuate the foregoing are attached hereto as Exhibit 3.1.
Legato Merger Corp. III published this content on May 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 06, 2026 at 21:26 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]