Einride AB ADR美股招股说明书(2026-07-15版)

UP TO 10,340,310 ORDINARY SHARES REPRESENTEDBY AMERICAN DEPOSITARY SHARES ISSUABLE UPON THE EXERCISE OF WARRANTS AND UP TO 103,961,050 ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARESUP TO 118,374 WARRANTS TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES This prospectus relates to the issuance by Einride AB (“we,” “us” or “Einride”) of up to 10,340,310 American depositary shares of Einride (“ADSs”),each representing one ordinary share, par value SEK 0.004585 per share (“Ordinary Shares”), including (i) 10,062,500 Ordinary Shares in the form ofADSs issuable upon the exercise of warrants (the “Assumed Public Warrants”) to purchase Ordinary Shares in the form of ADSs at an exercise price of$11.50 per share, which were issued on June9, 2026 (the “Closing Date”), in exchange for the public warrants (“Legato III Public Warrants”) ofLegato Merger Corp. III (“Legato III”) that were issued in the initial public offering of Legato III (the “Legato III IPO”); and (ii) 277,810 OrdinaryShares in the form of ADSs issuable upon the exercise of warrants (the “Initial Shareholder Warrants”) to purchase Ordinary Shares in the form ofADSs at an exercise price of $11.50 per share, which were issued to the Legato III’s initial shareholders (the “Initial Shareholders”) and underwritersof the Legato III IPO (the “IPO Underwriters”), on the Closing Date in exchange for the private placement warrants (“Legato III Private Warrants”)comprising part of the private placement units (“Legato III Private Units”) purchased by the Initial Shareholders and the IPO Underwriters for a totalconsideration of $5,556,250 in a private placement concurrent with the Legato III IPO at a price of $10.00 per unit. The Assumed Public Warrants andInitial Shareholder Warrants are collectively referred to as the “Warrants.” This prospectus also relates to the potential offer and sale from time to time by the selling securityholders named in this prospectus or their pledgees,donees, transferees, assignees or other successors in interest (that receive any of the securities as a gift, distribution, or other non-sale related transfer)(who we collectively refer to as the “Selling Securityholders”) of up to (A) 103,961,050 Ordinary Shares represented by ADSs, including (i)12,203,272 Ordinary Shares owned by or issuable to certain current and former directors and officers of Einride (Roozbeh Charli, Robert Falck,Henrik Green, Karin Markides and Viveka Linander Waldenor) and their affiliates, of which 1,738,261 Ordinary Shares are issuable upon the exerciseof private warrants (the “D&O Warrants”) granted to certain directors and officers of Einride; (ii) 2,379,623 Ordinary Shares represented by ADSs thatwere issued to certain Initial Shareholders on the Closing Date in exchange for (a) 2,142,873 ordinary shares of Legato III (“Legato III OrdinaryShares”), which were purchased by such Initial Shareholders at a price of approximately $0.005 per share, and (b) 236,750 Legato III Ordinary Sharescomprising part of the Legato III Private Units, which were purchased by such Initial Shareholders at a price of $10.00 per unit; (iii) 118,374 OrdinaryShares, issuable upon the exercise of the Initial Shareholder Warrants comprising part of the Legato III Private Units, which were purchased by suchInitial Shareholders at a price of $10.00 per unit; (iv) 10,075,595 ADSs issued on the Closing Date to certain investors (the “PIPE Investors”), whichinclude certain of Einride’s then existing shareholders, pursuant to certain subscription agreements (the “PIPE Subscription Agreements”) entered intoin connection with the Business Combination (as defined below) at a price of $9.26 per share; (v) 1,400,000 ADSs issued on the Closing Date to aPIPE Investor pursuant to such PIPE Investor’s PIPE Subscription Agreement; (vi) 2,159,825 ADSs issuable upon the exercise of pre-funding warrantsissued to a PIPE Investor prior to the Closing pursuant to a pre-funding subscription agreement entered into in connection with the BusinessCombination (as defined below) at a price of $9.26 per warrant; (vii) 18,353,130 ADSs issuable upon the exercise of warrants (“PIPE Warrants”)issued to the PIPE Investors on the Closing Date pursuant to the PIPE Subscription Agreements; (viii) 14,494,132 Ordinary Shares owned by entitiesaffiliated with Capital Research and Management Company; (ix) 16,525,886 Ordinary Shares owned by entities affiliated with EQT; (x) 1,013,620ADSs owned by Lorne Abony, a former director of Einride, which were issued on the Closing Date pursuant to an advisory services agreement; and(xi) 25,237,593 ADSs issuable upon exercise of both vested and unvested warrants held by Amazon.com NV Investment Holdings LLC that wereissued pursuant to the Specified Supplemental Agreement; and (B) 118,374 Warrants held by certain of the Initial Shareholders. Table of Contents The securities registered herein are identified in this prospectus as the “Resale Securities.”