ADDED
As of February 10, 2026, 25,799,375 Ordinary Shares, par value $0.0001 per share, were issued and outstanding.
On November 12, 2025, 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 Compa ny 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.
The Merger and the other transactions contemplated by the BCA (the Transactions ) are expected to be consummated in the first quarter of 2026, following receipt of the required approval by Legato s and Einride s shareholders and the fulfilment of certain other conditions set forth in the BCA (the Closing ).
For additional information regarding Einride, the BCA and the Transactions, see the Company s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 12, 2025.
Other than as specifically discussed herein, the rest of this Annual Report assumes that we will not consummate the Transactions with Einride and will seek to consummate a business combination with another target business.
Liquidation if No Business Combination Our amended and restated memorandum and articles of association currently provides that we will have only until May 8, 2026 to consummate our initial business combination.
We have until May 8, 2026 to complete a business combination.
The requirement that we complete an initial business combination by June 8, 2026 may give potential target businesses leverage over us in negotiating a business combination.
REMOVED
As of February 15, 2025, 25,799,375 Ordinary Shares, par value $0.0001 per share, were issued and outstanding.
We are seeking to capitalize on the experience of our management team in consummating an initial business combination.
Sgro, our Vice Chairman of the Board, have led eight prior public blank check companies: (i) Arpeggio Acquisition Corporation, which raised $40.8 million in June 2004 and consummated a business combination with Hill International, Inc.
in June 2006, (ii) Rhapsody Acquisition Corp., which raised $41.4 million in October 2006 and consummated a business combination with Primoris Corporation in July 2008, (iii) Trio Merger Corp., which raised $69 million in June 2011 and consummated a business combination with SAExploration Holdings Inc.
in June 2013, (iv) Quartet Merger Corp., which raised $96.6 million in November 2013 and consummated a business combination with Pangea Logistics Solutions Ltd.
in October 2014, (v) Harmony Merger Corp., which raised $115.0 million in March 2015 and consummated a business combination with NextDecade LLC in July 2017, (vi) Allegro Merger Corp., which raised $149.5 million in July 2018 and executed a definitive merger agreement with TGI Fridays that was later terminated due largely to the COVID-19 pandemic, (vii) Legato Merger Corp.
( Legato I ), which raised approximately $235.8 in January 2021 and consummated a business combination with Algoma Steel Group Inc.
II ( Legato II ), which raised $276.0 million in November 2021 and consummated a business combination with Southland Holdings LLC in February 2023.
Our Chief Executive Officer, Gregory Monahan, is a Senior Managing Director of Crescendo Partners, L.P., a New York-based investment firm, and the Senior Portfolio Manager of Jamarant Capital, L.P.
Our Chief Financial Officer, Adam Jaffe, also served as the Chief Financial Officer of Allegro, Legato I and Legato II.